1. ACCEPTANCE OF TERMS & OVERVIEW

Welcome to Upright (accessible via https://www.upright.club and associated applications), operated by Redingle Technologies Private Limited ("Upright", "Company", "We", "Us", or "Our"). Upright is a personalized wealth intelligence platform designed for Indian investors, providing automated financial insights, consolidated portfolio tracking, market update filtering, cashflow risk detection, and micro-investing capabilities.

These Terms of Use ("Terms", "Agreement") govern your access to and use of the Upright platform, including all software, automated wealth intelligence analytics, artificial intelligence interfaces (including ARC), data aggregation tools, and micro-investing facilitation services (collectively, the "Services" or "Platform").

By creating an account, accessing, browsing, or using the Upright Platform, you confirm that you have read, understood, and agreed to be legally bound by these Terms, along with our Privacy Policy.

If you do not agree with any part of these Terms, you must immediately cease accessing or using the Upright Platform.

2. ELIGIBILITY & ACCOUNT REGISTRATION

2.1 Age & Legal Capacity

By accessing the Platform, you represent and warrant that:

• You are 18 years of age or older and are a resident individual in India. The Platform is not currently offered to non-resident Indians or persons outside India.
• You have the legal capacity to enter into a binding contract under the Indian Contract Act, 1872.
• You are not impersonating any person or entity, and all information and Officially Valid Documents provided by you are true, current, and belong to you.
• You have not been previously suspended, banned, or removed by Upright or any of its affiliates from availing the Services, nor have you been disqualified by any statutory authority or court of law from accessing financial services.

2.2 Account Security & Authenticity

To access Upright, you must register using your mobile number and email address, and complete phone/OTP authentication. You warrant that:

• All registration, identity, and Know-Your-Customer (KYC) details provided by you are accurate, current, and truthful.
• You will maintain a single primary account and will not create multiple accounts using fictitious credentials.
• You are solely responsible for maintaining the confidentiality of your account credentials, device security, and any activity occurring under your account. You must notify us immediately at support@redingle.com if you suspect unauthorized access to your account.
• Upright shall not be liable for any unauthorized transactions, loss, or access resulting from your failure to safeguard your device or credentials.

3. REGULATORY ARCHITECTURE & PLATFORM SERVICES

Upright operates under a defined multi-entity structure to deliver wealth tracking, AI intelligence, micro-investing, and optional regulated advisory:

3.1 Core Wealth Intelligence (Non-Advisory Platform)

Upright provides a personalized wealth intelligence platform that consolidates your financial picture into a single view. Services include prioritized insights, cashflow risk detection, holding-filtered market updates, tax-exposure alerts, and portfolio health analytics. Once you consent to link your accounts through Finvu, Upright builds a single, consolidated view of your bank, equity, and mutual fund holdings, and uses our AI insight engine to:

• Surface the insights (returns, tax exposure, cashflow risk, and similar) that are most relevant to you, in order of importance;
• Give you one consolidated view of your finances across linked accounts;
• Filter market updates and news to the specific holdings that they affect;
• Provide deep-dive analysis on your holdings;

CRITICAL SEBI NON-ADVISORY DISCLAIMER:

Redingle Technologies Private Limited operates the Upright platform as a technology platform provider in partnership with Partha Harshal Deshpande, a SEBI-registered Investment Adviser (Registration No. INA000022321). Upright itself is not an independent SEBI-registered Investment Adviser, Broker, or Research Analyst.

All automated insights, portfolio health scores, tax alerts, risk notifications, and responses generated by our software or AI systems are computed algorithmically for educational, analytical, and informational purposes only. They do not constitute personalized investment advice, financial planning mandates, tax advice, or stock recommendations under the SEBI (Investment Advisers) Regulations, 2013.

3.2 ARC AI Wealth Assistant & Fair Use Policy

Upright features an interactive, AI-driven financial query assistant named ARC.

• Informational Output: ARC processes natural language queries against your aggregated portfolio data to provide analytical responses. ARC's outputs do not constitute guaranteed financial advice or formal investment mandates.
• Fair-Use Policy & Rate Limits: To protect Upright's infrastructure, server capacity, and API credits, you agree not to misuse ARC. We reserve the right to enforce query rate limits, daily usage quotas, or temporary suspensions if we detect:
  • Automated bot scripts, scraping tools, or bulk API querying;
  • Malicious prompt injection or attempts to extract source code/system prompts;
  • Reselling, syndicating, or commercially exploiting ARC outputs.

3.3 Regulated Investment Advisory Journey

Personalized investment advisory services are strictly segregated from Upright's automated platform features.

• SEBI RIA Partner: Personalised investment advisory accessible through the Platform is provided exclusively by Partha Harshal Deshpande, SEBI-Registered Investment Adviser (Registration No. INA000022321).
• Separate Onboarding Flow: Users who seek personalized advisory enter into a direct advisor-client relationship with the SEBI RIA through a distinct, dedicated onboarding flow. Upright acts solely as a technology facilitator for this flow and assumes no liability for advisory recommendations rendered by the SEBI RIA.

3.4 Micro-Investing in Digital Gold & Silver (Augmont Integration)

Upright facilitates the purchase, sale, and redemption of Digital Gold and Digital Silver through its arrangement with Augmont. Upright's role is limited to providing the platform through which you place a Customer Order with Augmont Goldtech Private Limited ("Augmont");

• Merchant of Record & Custody: Augmont acts as the independent seller, merchant of record, and vault custodian. Upright does not store physical precious metals or maintain vault ledgers.
• Purely Digital Transactions (No Physical Delivery): Micro-investing on Upright is strictly limited to digital buy and sell transactions. Upright does not support physical minting, physical coin/bar redemption, or doorstep delivery of physical gold/silver inside the app.
• Unregulated Financial Product Disclosure: Digital Gold and Digital Silver are currently not regulated by the Reserve Bank of India (RBI), or, SEBI. Purity (24K / 99.9%) and buyback pricing are backed directly by Augmont under Augmont's Terms of Service.

3.5 Communications & Value-Added Services

• By creating an account, you explicitly consent to receive transactional, administrative, and promotional communications from Upright via email, telephone, WhatsApp, SMS, and in-app push notifications. You may opt out of non-essential marketing communications at any time via in-app settings.

4. DIGITAL GOLD AND DIGITAL SILVER – DETAILED TERMS

4.1 KYC and Onboarding

Before placing a Customer Order, you will be required to complete KYC verification based on your PAN, which we may verify against the issuing authority's database, including through DigiLocker. Augmont may request additional information or documentation at its discretion, including at the time of selling of digital metals.

4.2 Placing an Order

• Digital Gold/Silver is purchased on a pre-payment basis. Once you confirm a Customer Order and payment succeeds via our payment gateway operator (currently, Cashfree), the order is placed with Augmont.
• Once placed, a Customer Order cannot be cancelled by you, except where the payment fails, in which case the order is automatically cancelled.
• Upright and/or Augmont may, at their sole discretion, accept or reject any Customer Order; where rejected, any payment received will be processed per Section 4.6.
• Gold/Silver purchased through the Platform cannot be sold back before 72 (seventy-two) hours from the time of purchase.
• GST at the then-applicable rate applies to all Digital Gold/Silver purchases.

4.3 Authorisation to Collect Consideration

By confirming a Customer Order, you expressly authorise Upright to collect and receive, via our payment gateway operator (currently, Cashfree), the purchase consideration payable to Augmont at the time of purchase, and/or to collect, receive, and facilitate disbursement of the sell-back consideration payable by Augmont to you at the time of a sell-back, strictly in accordance with the operational arrangement between Augmont and Upright. This authorisation remains in effect for as long as you hold an active Upright account, and does not affect consideration already collected or disbursed before you close your account.

4.4 Storage, and Insurance

Your Digital Gold/Silver is held on your behalf in a secure vault maintained by Augmont's custodian. Title passes to you once the relevant quantity is recorded in the vault in your name, subject to Augmont's terms. Storage insurance, where obtained by the custodian, follows global industry practice and covers events such as fire, theft, and natural catastrophe, but not war, nuclear events, or similarly excluded perils.

4.5 Pricing

Prices displayed on the Platform are market-linked, as indicated by Augmont, and may vary multiple times within a day. Displayed prices may differ from prices in other commercial bullion markets; you are responsible for making your own comparison before purchasing.

4.6 Refunds and Cancellations

Where a Customer Order is validly cancelled, rejected, or payment fails, any amount received will be refunded to your original payment method, ordinarily within 15 (fifteen) working days, subject to our payment gateway (Cashfree) and banking processing timelines. Detailed delivery, buyback, and warranty terms are governed by Augmont's terms (https://www.augmont.com/terms-conditions).

4.7 No Liability for Augmont's or Payment Gateway's Acts

Upright's role is limited to providing the platform that facilitates your Customer Orders. Upright is not liable for any act, omission, default, insolvency, or service failure of Augmont or our payment gateway operator (currently, Cashfree), including in relation to custody, insurance, or payment processing.

5. ACCOUNT AGGREGATOR (FINVU) & DATA AUTHORIZATION

Financial data is accessed through the Account Aggregator framework (powered by Finvu (Cookiejar Technologies Private Limited)) under the FIU mandate of Mr. Partha, in partnership with Upright for data storage and processing. By using the Platform, you acknowledge this partnership for data-handling purposes.

1. Explicit Consent Artefacts: Upright fetches bank transaction records, equity holdings, and mutual fund statuses only after you approve a revocable consent artefact generated by Finvu.
2. Scope Limitation: Upright aggregates data strictly from sources authorized via Finvu (Banking, Equity, Mutual Funds). We do not scrape, request, or store insurance portals, credit bureau data (CIBIL/Experian), or net banking passwords.
3. Zero Credential Capture: Upright never asks for, capture, log, or store your Net Banking passwords, Debit/Credit Card PINs, UPI PINs, or Bank OTPs.
4. Consent Revocation: You may revoke active Account Aggregator consent artefacts at any time via app settings or the Finvu portal. Upon revocation, Upright ceases fetching new data immediately, and your stored records are purged in accordance with Section 9 of our Privacy Policy.

6. COMMERCIAL TERMS, FEES & PAYMENTS

6.1 Current Free Access

Our services inside the app are, as of the Effective Date, made available to you free of charge. We reserve the right to introduce fees for some or all of these features in the future; if we do, we will notify you in advance, and any new fees will apply only once you consent to them. Advisory Services and applicable taxes/charges on Digital Gold/Silver transactions carry their own fees, which will be clearly disclosed to you before you incur them.

6.2 Payment Processing via payment gateway

Payments for Digital Gold and Digital Silver purchases are processed securely via our payment gateway operator, currently Cashfree Payments India Private Limited ("Cashfree"). Upright does not store complete credit/debit card numbers or bank PINs. Upright is not liable for transaction failures, bank settlement delays, or gateway errors originating at Cashfree or your issuing bank.

Security & Verification Holds: Notwithstanding anything contained herein, Upright and its execution partners reserve the right to conduct additional identity verification, or temporarily pause order processing if we are not satisfied with the credibility, source of funds, or authenticity of any transaction.

7. USER CONDUCT & PROHIBITED USES

You agree to use the Upright Platform solely for personal, non-commercial financial intelligence. You explicitly agree NOT to:

1. Reverse Engineer: Copy, modify, decompile, reverse-engineer, disassemble, or attempt to discover the source code, underlying algorithms, or data visualizers of Upright or ARC.
2. Automated Access & Scraping: Use spiders, crawlers, scrapers, bots, or automated scripts to extract data, content, or API outputs from the Platform.
3. Prompt Injection & AI Abuse: Intentionally overload ARC with malicious prompts, system-prompt extraction attempts, or queries designed to generate illegal, defamatory, or harmful content.
4. Fraudulent Information: Submit false PAN details, impersonate third parties, or link bank/demat accounts that do not belong to you legally.
5. Security Interference: Circumvent, disable, or tamper with security controls, firewalls, encryption mechanisms, or rate-limiting safeguards on the Platform.

Violation of user conduct rules may result in immediate suspension or permanent termination of your account without prior notice.

8. INTELLECTUAL PROPERTY RIGHTS

All rights, titles, and interests in and to the Upright Platform including but not limited to software code, ARC AI architecture, user interface design, visual graphs, brand names, logos, domain names (upright.club/; redingle.com/), trademarks, and proprietary analytics are the exclusive property of Redingle Technologies Private Limited or its licensed partners.

Nothing in these Terms grants you any ownership or commercial exploitation rights over Upright's intellectual property. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for personal, non-commercial purposes in accordance with these Terms.

9. THIRD-PARTY SERVICES & EXTERNAL LINKS

The Upright Platform incorporates APIs and links to third-party regulated partners, including Finvu, Augmont, and our payment gateway operator (currently, Cashfree).

Upright is not responsible for the independent operations, platform availability, or privacy practices of such third parties. Your interactions with third-party partners are governed by their respective terms of service and privacy policies.

10. DISCLAIMERS OF WARRANTIES & MARKET RISKS

10.1 "As-Is" and "As-Available" Basis

To the maximum extent permitted under applicable Indian law, the Upright Platform and all associated insights, tracking views, and AI outputs are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, whether express, implied, or statutory.

10.2 Market Risk Disclaimer

INVESTMENTS IN SECURITIES MARKETS AND DIGITAL PRECIOUS METALS ARE SUBJECT TO MARKET RISKS. READ ALL RELATED DOCUMENTS CAREFULLY BEFORE INVESTING.

Past performance of portfolios, mutual funds, or assets is not indicative of future returns. Upright does not guarantee investment returns, tax savings, or financial outcomes. You are solely responsible for evaluating the risks associated with your financial decisions. Nothing on the Platform, outside of a formal advisory engagement with the Investment Adviser under Section 3.3, constitutes investment advice.

10.3 System Downtime & Data Accuracy

While Upright implements reasonable safeguards, we do not warrant that:

• The Platform will operate completely error-free, uninterrupted, or without scheduled/unscheduled downtime.
• Financial information relayed via third-party Account Aggregators or FIP banks will always be 100% instantaneous, complete, or error-free.

10.4 General Awareness & Public Content Disclaimer

Any educational content, market feeds, or economic summaries provided on the Platform are intended strictly for general awareness and do not constitute an endorsement, solicitation, or investment advice. Such information is derived from publicly available financial sources; Upright does not warrant, or guarantee the authenticity, completeness, or veracity of such third-party data.

10.5 Compliance-Driven Modifications

You acknowledge and agree that Upright may be required to alter, restrict, suspend, or discontinue all or part of the Services to comply with directions from statutory authorities (including SEBI, RBI, or CERT-In). Upright shall not be liable for any downtime, feature removal, or inability to access the Platform resulting directly from our compliance with applicable laws.

11. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable Indian law:

• Indirect Damages: In no event shall Redingle Technologies Private Limited, its directors, officers, employees, or partners be liable for any indirect, incidental, special, consequential, or punitive damages (including loss of profits, investment losses, data loss, or business interruption) arising out of or in connection with your use of the Platform.
• Direct Liability Cap: To the extent that Redingle Technologies Private Limited is held liable under a court of competent jurisdiction, our total aggregate liability for all claims arising under or relating to these Terms shall be capped at INR 3,000 (Rupees Three Thousand Only) or the total platform fees paid by you to Upright in the preceding three (3) months, whichever is greater.

12. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Redingle Technologies Private Limited, its directors, officers, employees, and partners from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising out of or related to:

• Your breach of these Terms or applicable laws (including DPDP Act, IT Act, and SEBI regulations);
• Your submission of false, inaccurate, or unauthorized KYC or account data;
• Your misuse of ARC AI or unauthorized scraping activities;
• Financial or investment decisions executed by you based on automated platform insights.

13. TERMINATION & SUSPENSION

13.1 Termination by User

You may terminate your agreement with Upright at any time via in-app deletion options or, by contacting support@redingle.com.

13.2 Suspension/Termination by Upright

We reserve the right to suspend or permanently terminate your account immediately, without prior notice or liability, if:

• You breach any provision of these Terms or our Privacy Policy;
• We detect fraudulent, suspicious, or unauthorized activity on your account;
• Mandated to do so by SEBI, RBI, law enforcement, or a competent judicial order;
• We discontinue the Platform or specific service offerings.

Upon termination, your right to access the Platform ceases immediately, and your data will be erased in accordance with Section 9 of our Privacy Policy.

14. GOVERNING LAW AND JURISDICTION

These Terms are governed by the laws of India. Subject to the grievance redressal mechanisms below, the courts at Kolkata, West Bengal shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms or your use of the Platform.

15. AMENDMENTS & OPERATIONAL MODIFICATIONS

Upright reserves the right at any time to revise, modify, or update these Terms, and to introduce new or additional terms, conditions, or service restrictions on the use of the Platform at any time. While we endeavour to notify users of material changes via email or in-app notices, you acknowledge that advance notice may not always be practicable. It is your responsibility to periodically review these Terms. Your continued access or use of the Services following any updates constitutes your deemed acceptance of the modified Terms.

If you do not agree to the changes, you must immediately discontinue your use of the Platform.

16. MISCELLANEOUS

• Severability: if any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect.
• Assignment: we may assign these Terms and our rights/obligations hereunder to any entity, including in connection with a merger, acquisition, or sale of assets; you may not assign your rights under these Terms without our prior written consent.
• Entire agreement: these Terms, together with our Privacy Policy and any service-specific terms referenced herein (including Augmont's terms), constitute the entire agreement between you and Upright regarding the Platform.
• No waiver: our failure to enforce any provision of these Terms shall not be deemed a waiver of that or any other provision.
• Survival: provisions which by their nature should survive termination (including Sections 8, 10, 11, 12, and 14) will survive and remain enforceable regarding prior relationships, data handling, and transactions.

17. FORCE MAJEURE

Upright and its operating entity shall not be held liable or responsible for any failure to perform, delay in performance, transaction failure, or service degradation caused by a 'Force Majeure Event'. A Force Majeure Event shall mean any event beyond the reasonable control of Upright, including but not limited to acts of God, war, civil commotion, riots, lockouts, power or internet grid blackouts, epidemics, pandemics, cyberattacks, computer hacking, unauthorized access to servers, database corruption, software crashes, or governmental, judicial, or regulatory actions prohibiting or impeding the performance of our obligations.

We further reserve the right to suspend, withdraw, or restrict the availability of all or any part of the Website or Services for operational, technical, security, or business reasons without prior notice.

18. GRIEVANCE REDRESSAL OFFICER

In accordance with the Information Technology Act, 2000, the Consumer Protection (E-Commerce) Rules, 2020, and the DPDP Act, 2023, details of our designated Grievance Officer are set out below:

• Grievance Officer Level 1: Mr. Rahul Ghosh (rahul.ghosh@redingle.com)
• Grievance Officer Level 2: Mr. Partha Harshal Deshpande (partha@advisoira.com)
• SEBI RIA Registration No: INA000022321
• BASL Membership No: BASL2512
• Entity Name: Redingle Technologies Private Limited
• Jurisdiction / Location: Kolkata, West Bengal, India
• Customer Support Email: support@redingle.com

If you are not satisfied with the resolution of a grievance relating to Advisory Services, you may lodge a complaint on SEBI's SCORES portal at scores.sebi.gov.in, or through the SEBI-recognised Online Dispute Resolution portal at smartodr.in.

19. CONTACT US

For all other queries about these terms or our data practices, write to us at support@redingle.com

Redingle Technologies Private Limited

1-FR, 65/D/4, Naya Patty Road, Dum Dum Park, North 24 Parganas, West Bengal – 700055, India.