SERVICES PROVIDED

Axis Securities shall provide you with electronic access, through your computer or other electronic device (collectively “Computer”), to the Services, including but not limited to the provision of information with respect to stocks and investments (“Information”) and offering of online investment services in permitted securities, contracts and other instruments (“Online Investment”) traded on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited (collectively “Exchanges”) through the Site by means of an order routing system which includes inter alia all activities pertaining to order management such as capturing of an order, validation, routing of the order to the Exchanges, order cancellation, order confirmation and other related activities (“System”), value added services including but not limited to stock watch, market watch, research reports, portfolio aggregators, stock statements and transaction summaries, through the services of an unaffiliated Internet service provider (the “Provider”) by you and the ability to communicate electronically with Axis Securities (“E-mail”), depending upon which category of User you are. Axis Securities may at its sole and absolute discretion, cancel or change any or all the Services or registration instructions in any manner whatsoever at any time or introduce additional Services from time to time, upon printed or electronic notice. Your continued use of the Services following the posting of notice of any changes or introduction of new Services will constitute your acceptance, ratification, and confirmation of such changes. You agree not to attempt to connect to the Site, to use the Services, or to view any of the Information if you do not agree to the terms of this Agreement.

Axis Securities reserves the right to charge a Registered Client a separate service fee for using the Services to effect transactions above a certain stipulated number/threshold.

USER CODES

As part of you, the registration process the Registered Client will be entitled to a user identification comprising of any alphabetical/numerical combinations or an alphabetical and numerical combination (“User Identification”) and to a password for the purpose of authentication (“Password”) to access the Site, System and the Services, as the case may be. The Password may include second level and/or transaction level passwords as well and would be required to meet such requirements as may be stipulated by the Exchanges and/or the Securities and Exchange Board of India (“SEBI”) and/or any other authority and Axis Securities, from time to time.

The System itself generates the initial Password and the same will be intimated to the Registered Client. Axis Securities is not aware of such an initial Password. The Registered User agrees and undertakes to immediately change his initial Password upon receipt thereof. The Registered Client is aware that subsequent Passwords are not known or available to Axis Securities. (The User Identification and Password, are hereinafter collectively referred to as “User Codes”).

The User Codes are for your personal use only. You are responsible for the confidentiality and secrecy of the User Codes and agree not to provide them to any third party. You shall ensure that you are the only authorized user of the User Codes. You are solely responsible for all statements made, orders entered and transactions effected by any third party and acts or omissions that occur while your User Codes are being used, whether or not such third party was authorized so to do. Axis Securities shall be entitled to presume that any order or instructions entered or communicated using the User Codes is the Client’s own order or instruction. Axis Securities is not responsible for any breach of security caused by your failure to maintain the confidentiality of your User Codes. You shall be fully responsible and liable for and will pay or reimburse Axis Securities on demand all costs, charges, damages, and expenses incurred by Axis Securities as a consequence of access and/or use of your account, the Site, System or Services by any unauthorized third party with your User Codes. You agree to notify Axis Securities immediately in the event of loss or theft of any or all of your User Codes, or if you believe the confidentiality and secrecy of any or all of your User Codes have been compromised in any way, or in the event of your learning about a possible or actual unauthorized use of the Services, together with full details of such loss, theft or unauthorized use including the date of such loss, theft or unauthorized use and in the case of the unauthorized use, the manner in which it was used and the transactions effected pursuant to such unauthorized use. Axis Securities reserves the right to revoke your User Codes at any time without prior notice.

In any of the events specified above, you shall immediately change your Password. However, if you are unable to change your Password for the reason you have forgotten your Password or your Password has been unauthorizedly changed by some other person or for any other reason, then you shall immediately request Axis Securities in writing to discontinue your old Password; and thereupon Axis Securities shall cause it’s Site/System to discontinue the use of your Password and the System shall generate a new password which shall be communicated to you.

Notwithstanding the foregoing, the current norms for your User Codes are set out as under (these norms are subject to such other norms as may be notified from time to time by Axis Securities under this clause pursuant to any modifications to statutory laws, Rules, Regulations, Bye-laws, Circulars governing the same and to Axis Securities internal policy):

You are required to change the Password after logging onto the Site/System for the first time.

You shall not be allowed to access the Site/System if the User Codes is entered erroneously on three consecutive occasions.

You are advised to change your Password at periodic intervals on a continuous basis.

The Site/System shall not allow you to have the password changed to the same as the old Password.

You shall be given prior intimation of expiry of Passwords at the end of every [14] calender days. In the event the password has expired, you can apply for the new one as per the mode prescribed by Axis Securities from time to time.

As a Registered Client, your option of availing the Services can be deactivated if the same is not used for a continuous period of [6] months from the date of last use of the account or such period as may be notified by Axis Securities.

The System shall allow you to change the Password at its discretion and frequency.

ELECTRONIC RECORDING

You acknowledge and consent to the taping or any form of electronic recording, retention, monitoring, and use by Axis Securities (and its employees, representatives, affiliates, and agents) of all communication, electronic or otherwise, between you and Axis Securities or its representatives or agents and information and data that you input during your use of the Services, including without limitation, all orders placed by you to purchase or sell a security, all activities related thereto and all selections and uses of calculators and other tools included therein.

You further agree that such recordings and Axis Securities’s records of any orders, instructions, and communications given or made by you or Axis Securities by electronic mail, fax, or other electronic means shall be admissible as evidence and shall be final and binding evidence of the same. If Axis Securities so chooses to record the orders, instructions, and communications, it shall be free to store the same for such period as it may deem fit and Axis Securities may overwrite, erase or destroy such records at such intervals as it may deem fit.

ELECTRONIC COMMUNICATION

The Services permit you to communicate electronically by sending an e-mail message to Axis Securities. You agree not to use e-mail for the transmission of orders to purchase or sell a security or to transfer funds, or to transmit any personal credit information (including credit card numbers), to give notice of a change of address, or to give Axis Securities any time-sensitive instructions. However, Axis Securities in no event shall be liable or responsible in any manner in the event such e-mail has not reached Axis Securities for any default/reason whatsoever. In addition, if you are an Axis Securities client who has registered on the Site, you agree not to use e-mail to give Axis Securities any instruction affecting your account(s) or any linked accounts, including, but not limited to, placing orders to purchase or sell a security or to transfer funds. Axis Securities shall not be liable for any actions taken or any omissions to act as a result of any e-mail message you send to Axis Securities.

Registered Clients will provide Axis Securities with their e-mail addresses as part of the registration process. Axis Securities shall not be liable for any actions or for any omissions to act on your part as a result of any e-mail message Axis Securities sends to you. You may not use an e-mail message from Axis Securities as the basis for the purchase or sale of any security.

CONFIDENTIALITY

Axis Securities shall use reasonable precautions to maintain the confidentiality of the information you have provided to Axis Securities and information you have created, inputted, or developed in connection with your use of the Services, but because such information can be accessed through the internet, you hereby acknowledge and agree that there can be no assurance that the information, any information provided to you through the Services, the orders placed by you to purchase or sell a security or to transfer funds or any communication through e-mail will remain secure. In addition, Axis Securities may disclose such information to its employees, representatives, officers, agents, and affiliates, as well as a governmental or regulatory entity or recognized stock exchanges, the service providers, or any other third party agent or service provider

for any purpose related to the conduct of Axis Securities’s business or to the offering, providing, or maintaining of the Services,

to comply with applicable rules, orders, subpoenas, or another legal process, or in order to give information to any government agency or regulatory body or recognized stock exchanges or official requesting such information, or

for any other legitimate business purpose.

GOVERNING LAW

Except for statutes of limitation applicable to claims, this Agreement and all the terms herein shall be governed by and construed in accordance with the laws of the Republic of India without giving effect to principles of conflicts of law. For non-exchange transactions, the statute of limitation applicable to any claim shall be that which would be applied by the courts of the state in which you reside.

The Reserve Bank of India regulates investments in securities made by non-resident Indians in India.

DISPUTE RESOLUTION

You agree with Axis Securities to refer any claims and/or disputes to arbitration as per the Rules, Bye-laws, and Regulations of the Exchanges and circulars issued thereunder as may be in force from time to time.

You are aware of the provisions of the Bye-laws, Rules, and Regulations of the Exchanges relating to the resolution of the disputes/differences through the mechanism of arbitration provided by the respective Exchanges and agree to abide by the said provisions in so far as any disputes under these terms relate to the transactions that are carried out on the Exchanges.

Except for the claim /disputes which are subject to the Rules and Regulations of the respective Exchanges on which the trades have been executed, any and all claims and disputes arising out of or in connection with this Agreement or its performance and/or otherwise and/or all matters relating to non-contractual claims shall be settled by arbitration by a sole arbitrator to be appointed by Axis Securities. The arbitration shall be governed by the provisions of the Arbitration & Conciliation Act, 1996.

Axis Securities and you agree to abide by any award passed by the Ombudsman under the SEBI (Ombudsman) Regulations, 2003.

JURISDICTION

Axis Securities and you declare and agree that the transactions executed on the Exchanges are subject to Rules, Bye-laws and Regulations and Circulars issued thereunder and all parties to such trade shall have submitted to the jurisdiction of such court as may be specified by the Bye-laws and Regulations of the Exchange for the purpose of giving effect to the provisions of the Rules, Bye-laws and Regulations of the Exchange and the circulars issued thereunder.

This Agreement shall at all times take effect as having been made, entered into, and to be performed in the city of Mumbai and the parties shall be deemed to have submitted to the exclusive jurisdiction of the competent courts/appropriate forums of/at Mumbai with respect to all disputes between you and Axis Securities. The court of law shall only have jurisdiction for all matters referable to a court of law under the Arbitration and Conciliation Act, 1996 or otherwise. The Client and the Member agree to refer any claims and/or disputes to arbitration if and to the extent required by applicable laws. However, in matters where the Exchange is a party to the dispute, the Civil Courts at Mumbai shall have exclusive jurisdiction, and in all other matters pertaining to Stock Exchange transactions, proper courts within the area covered under the respective Regional Arbitration Centre shall have jurisdiction in respect of the arbitration proceedings falling/conducted in that Regional Arbitration Centre.

TERMINATION

Either you or Axis Securities may terminate this Agreement and your access to the broking Services at any time by giving 30 days’ notice. If you are a Registered Guest, your registration for these Services may continue for thirty (30) days from the time you registered unless terminated sooner by either you or Axis Securities. Axis Securities may discontinue or change the Information or the Services, or their availability to you, at any time. Any violation or breach by you of any of the terms of this Agreement will be cause for Axis Securities to terminate your access to the Services without notice. Paragraphs 6, 9, and 14 shall survive termination of this Agreement.

ASSIGNMENT

Resale and/or any commercial redistribution of the Services or Information is not permitted. This Agreement and your rights and obligations hereunder may not be assigned by you without the written permission of Axis Securities and shall inure to the benefit of Axis Securities’s successors and assigns whether by merger, consolidation, or otherwise. Axis Securities may assign this Agreement or any of its rights or obligations under this Agreement to the extent permitted by the laws to a company affiliated with, or a successor to or assignee of, Axis Securities, or to any other third party.