Terms and Conditions

The Platform is provided by PROBAY™ Limited (hereinafter “Company” or “our” or “we” or “us”), a company incorporated under the Companies Act, 2013, bearing CIN: U70200UP2026PLC241984.

Our relationship with you is our most important asset. We want you to feel comfortable and confident when using our Platform and the Services. The objectives of these Terms and Conditions of Service (“Terms”) are to inform you of the terms which apply to your access to the Platform and Services, what we expect from you, and what you can expect from us as you use and interact with our Platform and the Services provided by us and third-party service providers.

By visiting our website and accessing the information, resources, services, products, and tools we provide, you understand and agree to accept and adhere to the following terms and conditions as stated in this policy, along with the terms and conditions as stated in our Privacy Policy.

You represent and warrant that you are competent to contract under applicable law and are at least 18 (eighteen) years of age and have not been previously suspended or removed by the Company, or disqualified for any other reason, from availing the Services or using the Platform. In addition, you represent and warrant that you have the right, authority and capacity to agree to the Terms and to abide by them. You shall not impersonate any person or entity, or falsely state or otherwise misrepresent your identity, age or affiliation with any person or entity. In the event of any violation of the Terms, the Company reserves the right to suspend or permanently prevent you from availing the Services or using the Platform.

If you do not agree to be bound by these terms, you must not use the Platform. By continuing to use the Platform or the Services you expressly agree and undertake to be bound by these terms. These Terms (and any changes thereto) will become applicable to you retrospectively on and from the date of your first use of the Platform.

We reserve the right to change these Terms from time to time without notice. You acknowledge and agree that it is your responsibility to review these Terms periodically to familiarize yourself with any modifications.

In the event we modify these Terms, by continuing to access and use the Platform, you will have confirmed your acceptance to any such modifications. Your continued use will be adequate proof that you have expressly agreed to the terms of these Terms which shall apply from the date of your first use of the Platform. In addition, when using the Platform, you will be subject to any posted guidelines, supplementary terms, policies, or disclaimers made available or issued by us from time to time, including but not limited to our Privacy Policy.

You agree to use the Platform only for lawful purposes. You further acknowledge and accept that you are solely responsible and liable for all activities carried out through your use of the Platform or while availing the Services. To the fullest extent permitted under applicable law, we shall not be held liable for any loss, damage, or consequences arising out of or in connection with the use of the Platform.

You understand, acknowledge, and agree that the payment facility provided on the Platform is not a banking or financial service. We act only as a facilitator by providing an electronic payment mechanism that enables users to complete transactions through existing authorized banking infrastructure and payment gateway or payment aggregator networks. By providing such payment facility, we do not act as a trustee and do not assume any fiduciary responsibility in relation to the transactions conducted through the Platform.

By accessing or using the Platform or by availing Services, you agree not to:

• Host, display, upload, modify, publish, transmit, update or share any information that belongs to another person or entity to which you do not have any legal or authorized right
• Share information that is defamatory, obscene, pornographic, paedophilic, invasive of another person's privacy, insulting, harassing, libellous, racially or ethnically objectionable, promotes money laundering or gambling, or is otherwise illegal
• Share information that is harmful to minors or exploits children in any manner
• Infringe any patent, trademark, copyright, or other intellectual property or proprietary rights
• Violate any applicable law, regulation, or governmental rule
• Deceive or mislead the recipient about the origin of the message, or knowingly communicate false or misleading information
• Impersonate another person or entity
• Threaten the unity, integrity, defense, security, sovereignty, or public order of India
• Contain viruses, malware, or any other code designed to disrupt, destroy, or limit the functionality of any computer resource
• Use the Services if you are under the age of 18 (eighteen) years
• Remove, circumvent, disable, or interfere with any security-related features
• Use any robot, spider, scraper, or other automated process to extract data
• Take any action that imposes an unreasonably large load on our infrastructure

All rights, title, and interest in the design, compilation, appearance, and overall "look and feel" of the Platform are owned by us. This includes, without limitation, rights in all copyrighted works, trademarks, logos, designs, inventions, and other intellectual property. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable right to access and use the Platform and Services solely for your personal or business use in accordance with these Terms.

You agree not to copy, reproduce, distribute, modify, create derivative works of, or otherwise exploit any of our content or intellectual property in any manner not expressly authorized by us.

We may provide you with summary of the news or information that is already available in the public domain. Further we may provide you an electronic link to the original source of such news or information. Upon clicking the electronic link, you may be directed to the website of a third party who has published that news or information. We do not own any intellectual property rights in the information published by such third party.

You agree to receive communications from the Company regarding: (i) information relating to use of the Platform or Services; (ii) information about the Company and the Services; (iii) promotional offers and services from the Company and its Strategic Partners and third-party partners, and (iv) any other matter in relation to the Services.

We may send alerts to the mobile phone numbers provided by you via e-mail, SMS, WhatsApp messages or push notifications or any other means. We shall not be under any obligation to confirm the authenticity of the person(s) receiving the alert. You cannot hold the Company liable for non-availability of the SMS/email alert/push notifications service in any manner whatsoever.

The clarity, readability, accuracy and promptness of providing the SMS/e-mail alert/push notification service depend on many factors including the infrastructure and connectivity of the network service provider. We shall not be responsible for any non-delivery, delayed delivery or distortion of the alert in any way whatsoever.

You understand that the Company cannot and does not guarantee or warrant that files available for download through the Platform will be free of viruses, worms or other code that may be damaging.

You agree that we may, at our sole discretion, suspend or terminate your access to all or part of our website and Resources or immediately block any IP address from accessing the Website, with or without notice and for any reason, including, without limitation, breach of this User Agreement. Any suspected illegal, fraudulent or abusive activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon suspension or termination, your right to use the Resources we provide will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any account or login information.

We operate solely as a technology platform service provider. We shall not be responsible or liable for any claims, losses, damages, or liabilities suffered by you, any third party whose information may be recorded on the Platform, or any other person or entity, whether arising directly or indirectly from the use of the Platform or the Services.

YOUR USE OF THE PLATFORM AND THE SERVICES IS AT YOUR SOLE RISK. The Platform and the Services are provided on an "AS IS" and "AS AVAILABLE" basis. Except as expressly stated in these Terms, the Company, its respective officers, directors, employees, agents, and representatives expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

You acknowledge and agree that certain Services provided through the Platform may depend on the functioning of the technology infrastructure or systems of various third parties, including government agencies and statutory authorities. Accordingly, the Company shall not be responsible or liable for any delay, failure, discrepancy, or disruption in the Services caused by or attributable to such third parties, including but not limited to delays or failures by authorities such as the Registrar of Companies (ROC), Regional Director (RD), Registrar of Firms (ROF), Registrar of Societies, Registrar of Trusts, Reserve Bank of India (RBI), Bombay Stock Exchange (BSE), Securities and Exchange Board of India (SEBI), Goods and Services Tax (GST) authorities, Income Tax Department, and the Controller General of Patents, Designs and Trade Marks (CGPDTM), including the Registrar of Trademarks.

Notwithstanding anything contained in this Agreement, you agree to defend, indemnify and hold harmless the Company (and its affiliates, officers, directors and employees) upon demand from and against any and all damages, actions, proceedings, claims, demands, costs, losses, liabilities, diminution in value, loss of earnings, profits and revenue, opportunity costs, expenses (including court costs and reasonable attorneys' legal fees) in connection with, arising out of, or in relation to:

• breach or non-compliance of its obligations under these Terms
• misrepresentation, negligence, fraud, wilful concealment and misconduct
• misuse of the Services and Platform for any illegal or unauthorised purposes
• any injuries to persons or damage to property resulting from your acts or omissions
• any claims by a third party on Company for the acts committed or omitted by you
• any violation of applicable law

If the Company takes any legal action against you as a result of your violation of these Terms, they will be entitled to recover from you, and you agree to pay, all reasonable attorneys' fees and costs of such action, in addition to any other relief that may be granted.

Neither Party shall be liable for a failure or delay in performing any of its obligations under the Terms if, but only to the extent that, such failure or delay is due to causes beyond the reasonable control of the affected party, including, but not limited to: (1) acts of God; (2) fire or explosion; (3) unusually severe weather; (4) war, invasion, riot, or other civil unrest; (5) governmental laws, orders, restrictions, actions, embargoes, or blockages; (6) national or regional emergency; and (7) injunctions, strikes, lockouts, labor trouble, or other industrial disturbances.

You shall maintain the records independently of the Platform (by way physical copies etc.) and the Company reserves the right to seek copies of such records for their own use including record keeping. You acknowledge and agree that Company shall have the right to retain your information for as long as it deems fit and to be in compliance with applicable provisions of the law.

The Company reserves the right to charge fee for the Services and non-payment may result in denial of Services.

These Terms shall be governed and construed in accordance with the laws of India, without regard to its conflict of law provisions. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts in New Delhi, India.

If you have any questions about these Terms, please contact us:

• Email: hello@probay.in
• Toll Free: 1800 12 12345

We aim to resolve grievances expeditiously.