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     OPTUMFLEX — SUBSCRIPTION TERMS & CONDITIONS  |  Version TNC-1.0
     Effective: March 2026  |  Please read carefully before proceeding.
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We have kept these terms honest, clear, and straightforward so you always
know exactly what you are paying for and what to expect from us.

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1. WHO WE ARE — NATURE OF SERVICE
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OptumFlex operates exclusively as an IT Infrastructure & Technology Service
Provider. We are NOT:

  • A Stock Broker or Sub-Broker
  • A Portfolio Manager or Investment Advisor
  • A Research Analyst (RA)
  • A SEBI-registered fund manager or wealth manager

We do not provide any investment advice, buy/sell recommendations, or trading
signals of any kind. All trade recommendations displayed on this platform are
issued solely by your subscribed SEBI-Registered Research Analyst (RA). The
RA is an independent entity, separately registered with SEBI, and is solely
responsible for the quality, accuracy, timing, and outcome of their
recommendations.

OptumFlex's role is limited to: receiving research calls from the RA's system
and forwarding those calls to your linked broker account via the broker's
official API — acting purely as a technology relay. We do not interpret,
filter, modify, or delay any recommendations. We do not exercise any
discretion over your trades.

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2. WHAT THIS SUBSCRIPTION COVERS (IT INFRASTRUCTURE SERVICES)
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Your subscription fee is charged for the following IT infrastructure and
technology services provided by OptumFlex:

  a) DEDICATED CLOUD SERVER PROVISIONING
     As mandated by SEBI Circular SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/132,
     all algorithmic and automated orders must originate from a unique, static
     IP address registered with your broker. OptumFlex provisions a dedicated
     cloud virtual machine (VM) exclusively for your account on a reputed
     cloud infrastructure provider. This server has a permanent, static IP
     address that you register with your broker.

  b) BROKER API CONNECTIVITY INFRASTRUCTURE
     OptumFlex maintains the software, security, and networking infrastructure
     that connects the RA's recommendation system to your broker's official
     API. Your orders are transmitted through your dedicated server, ensuring
     they originate from your registered static IP at all times.

  c) PLATFORM ACCESS & MONITORING
     Access to the OptumFlex web platform for viewing order history, account
     status, subscription management, and infrastructure health monitoring.

  d) SECURITY & COMPLIANCE LAYER
     All API communications are encrypted. Your broker credentials and access
     tokens are handled securely and are never stored permanently on the
     gateway infrastructure.

IMPORTANT — OWNERSHIP OF INFRASTRUCTURE:
The cloud server provisioned for your account is part of OptumFlex's managed
infrastructure. You do not own this server. OptumFlex owns and operates the
server on your behalf during the active subscription period. You are paying
for access to and use of this infrastructure as a service (IaaS). The server
will be decommissioned when your subscription ends (see Section 5).

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3. WHAT WE DO NOT DO — IMPORTANT CLARIFICATIONS
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To avoid any misunderstanding, please note that OptumFlex DOES NOT:

  ✗  Access, manage, or operate your trading or demat account in any way
  ✗  Hold or manage your funds at any point
  ✗  Make any trading or investment decisions on your behalf
  ✗  Guarantee profits, returns, or successful order execution
  ✗  Modify, cancel, or alter any recommendation made by the RA
  ✗  Engage in price manipulation, front-running, or any market misconduct
  ✗  Share your order data with any third party for commercial purposes
  ✗  Act as an intermediary for fund transfer of any kind

Auto-execution will activate only when: (i) your subscription is active,
(ii) your broker account credentials are valid and connected, and (iii) your
dedicated gateway server is live and reachable.

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4. PRICING, BILLING & GST
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  • The subscription fee displayed at checkout covers the duration selected
    (weekly / monthly / quarterly / half-yearly / yearly).
  • GST (Goods and Services Tax) is applicable as per Government of India
    regulations on IT services. GST is charged in addition to the base
    subscription price and is shown separately at checkout.
  • A GST-compliant invoice will be issued to you upon successful payment.
  • Prices are in Indian Rupees (INR) and are inclusive of all platform fees.
  • OptumFlex reserves the right to revise pricing with 30 days' prior notice.
    Existing subscriptions are unaffected until their next renewal.

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5. SERVER LIFECYCLE — RENEWAL, EXPIRY & DELETION
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  BEFORE EXPIRY — PLEASE READ CAREFULLY:
  Your dedicated cloud server is maintained for the duration of your active
  subscription. You will receive reminder notifications before your
  subscription expires.

  ► If you DO NOT renew before expiry:
    Your dedicated gateway server WILL BE PERMANENTLY DELETED within a short
    period after subscription expiry. This is necessary as the infrastructure
    is allocated based on active subscriptions. Once deleted, the static IP
    address assigned to your account may also be released and reassigned.

  ► Consequence of server deletion:
    Auto-execution will stop immediately upon subscription expiry. After
    server deletion, even if you renew later, a NEW server will be provisioned
    with a DIFFERENT static IP address. You will need to whitelist the new IP
    with your broker again (this is a one-time process per renewal cycle).

  ► Time to provision a new server:
    New server provisioning typically takes a few hours to 1–2 business days
    depending on cloud infrastructure availability. Trading execution will
    resume only after the new server is live and your broker has whitelisted
    the new IP.

  STRONG RECOMMENDATION: Renew your subscription at least 3–5 days before
  expiry to ensure zero downtime and avoid the inconvenience of re-whitelisting.

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6. REFUND & CANCELLATION POLICY
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We understand that situations may arise where you need to request a refund.
Our policy is designed to be fair to both sides:

  a) NON-REFUNDABLE AMOUNT — ₹500 (Flat, in all cases):
     A flat amount of ₹500 from every subscription payment is NON-REFUNDABLE
     under any circumstances. This covers:
       - One-time cloud server setup and provisioning cost
       - Technical configuration, IP reservation, and deployment effort
       - Payment gateway processing and transaction fees
     This ₹500 is consumed at the time of server setup and cannot be
     recovered even if the subscription is cancelled immediately after payment.

  b) REFUNDABLE AMOUNT (Prorated based on unused days):
     The remaining balance (total paid minus ₹500) may be eligible for a
     partial refund, calculated as follows:

       Refundable Amount = (Remaining unused days / Total subscription days)
                           × (Amount paid − ₹500)

     Example: You paid ₹2,500 for a 30-day plan. You used 10 days and request
     cancellation. Refund = (20/30) × (2,500 − 500) = ₹1,333 (approx.)

  c) CONDITIONS FOR REFUND ELIGIBILITY:
     - Refund requests must be submitted within the active subscription period
     - Refunds will NOT be processed for expired subscriptions
     - Refunds will NOT be processed if the reason is broker-side rejection,
       RA recommendation performance, or market conditions
     - Refunds are processed within 5–7 business days to the original
       payment source

  d) TECHNICAL FAILURE REFUNDS:
     If OptumFlex's platform is non-functional for more than 48 continuous
     hours due to our technical fault (not broker or RA side), a service
     credit equivalent to the downtime period will be issued.

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7. YOUR RESPONSIBILITIES AS A SUBSCRIBER
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By subscribing, you confirm and agree to the following:

  a) You will whitelist the dedicated server's static IP address with your
     broker's API settings before expecting auto-execution to work.

  b) You are responsible for keeping your broker API credentials (API key,
     API secret, access token) valid and updated on the OptumFlex platform.
     Order failures due to expired or incorrect credentials are not
     OptumFlex's liability.

  c) You understand that auto-execution depends on the RA's recommendation
     system being active and operational. OptumFlex does not guarantee that
     the RA will issue recommendations on any specific day or frequency.

  d) You understand that orders placed via the broker API are subject to the
     broker's own systems, exchange rules, and market conditions. OptumFlex
     cannot guarantee order acceptance, execution price, or fill quality.

  e) You will not attempt to misuse the platform, access other users' data,
     or use OptumFlex's infrastructure for any purpose other than connecting
     RA calls to your own broker account.

  f) You are solely responsible for your investment decisions. Subscribing to
     OptumFlex does not constitute investment advice and does not guarantee
     any financial outcome.

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8. LIMITATION OF LIABILITY
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OptumFlex's maximum liability under any circumstances shall be limited to the
subscription amount paid by you for the current billing cycle. We shall not
be liable for:

  • Losses arising from RA recommendations or market movements
  • Broker API downtime, rejection, or technical failures on the broker's side
  • Losses due to expired API credentials or connectivity issues on your end
  • Force majeure events including internet outages, cloud provider failures,
    regulatory actions, or exchange halts
  • Any indirect, consequential, or incidental losses of any nature

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9. SEBI COMPLIANCE DECLARATION
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OptumFlex operates in compliance with applicable SEBI regulations governing
IT and technology service providers in the securities market ecosystem.

  • OptumFlex does not hold any SEBI registration as a broker, sub-broker,
    portfolio manager, investment advisor, or research analyst.
  • The dedicated server infrastructure provided under this subscription is
    designed to assist you in meeting SEBI's IP uniqueness requirement for
    algorithmic order origination as per SEBI Circular 2025/132.
  • OptumFlex does not interface with SEBI's regulatory systems directly.
    Regulatory compliance for trading activities remains the responsibility
    of your broker and your subscribed RA.

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10. DATA PRIVACY & SECURITY
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  • Your broker API credentials are stored in encrypted form and are used
    solely for the purpose of forwarding RA-generated orders to your broker.
  • Your personal data (name, email, PAN, address) is used for invoice
    generation and GST compliance only. It is not sold or shared with any
    third party for marketing or commercial purposes.
  • OptumFlex complies with applicable data protection laws of India.

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11. GOVERNING LAW & DISPUTE RESOLUTION
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These terms are governed by the laws of India. Any dispute arising out of or
in connection with this subscription shall first be attempted to be resolved
through mutual discussion. If unresolved, disputes shall be subject to the
exclusive jurisdiction of the courts located in [Your City], India.

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12. ACCEPTANCE
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By checking the acceptance box and proceeding to payment, you confirm that:

  ✔  You have read and understood all the above terms in full.
  ✔  You agree that OptumFlex is an IT service provider and is not responsible
     for investment outcomes, RA recommendations, or broker-side actions.
  ✔  You understand that ₹500 is non-refundable and the remainder is subject
     to the prorated refund policy described above.
  ✔  You understand that your dedicated server will be deleted if you do not
     renew before your subscription expiry date, and a new server with a
     new IP will be created on renewal.
  ✔  You accept that auto-execution is contingent on an active subscription,
     valid broker credentials, and a live gateway server.

A digitally signed record of your acceptance (including timestamp, IP address,
and device information) will be stored securely with your account for
compliance and audit purposes.

Thank you for choosing OptumFlex. We are committed to providing you with
reliable, secure, and compliant technology infrastructure for your trading
journey.

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     OptumFlex Technology Services  |  Version TNC-1.0  |  March 2026
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