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Section 3. TRADER PARTICIPATION CONTRACT (UMBRELLA)

Parties (both Parts): 44 Krishverse Solutions Private Limited (CIN: U62099UP2025PTC237116), operating the "FutureFunding" brand, having its registered office at Elite Golf Green, Sector 79, Noida, Gautam Budh Nagar, Uttar Pradesh ("FutureFunding", "Company") AND the natural person who accepts this contract electronically (the "Participant" or "Trader", as applicable to the stage of engagement).

3.0 Two-Stage Structure

The Trader Participation Contract is structured in two binding Parts that correspond to the two stages of a User's engagement with FutureFunding:

Evaluation Stage:

  • Part: Part A — Evaluation Program & Software Subscription Agreement (SaaS)
  • Status: Accepted at signup / Challenge Fee payment
  • Document: Section 3.A below

Funded Stage:

  • Part: Part B — Pro Trader Agreement
  • Status: Accepted upon discretionary designation as a Pro Trader
  • Document: Section 3.B below (the historical "TPA")

Both Parts are service contracts under the Indian Contract Act, 1872. Neither Part is an employment, agency, partnership, joint venture, fiduciary, or principal-agent contract. Each Part operates as a standalone binding agreement at the point of its respective acceptance; together they form the full Trader Participation Contract.

Section 3.A — EVALUATION PROGRAM & SOFTWARE SUBSCRIPTION AGREEMENT (SaaS)

Effective Date: Date of Participant's electronic acceptance and Challenge Fee payment. Document Type: Software-as-a-Service subscription agreement (NOT a financial services agreement).

3.A.1 Nature of Service — Software-as-a-Service Only

3.A.1.1 FutureFunding operates solely as a Software-as-a-Service ("SaaS") provider offering subscription access to a proprietary trading-evaluation software tool (the "Evaluation Platform").

3.A.1.2 The Evaluation Platform is designed exclusively to assess: (a) trading behaviour; (b) risk-management discipline; (c) rule compliance; and (d) trading consistency — in each case within a simulated trading environment using virtual capital (a Demo Pro Account as defined in Section 3.B.1).

3.A.1.3 The Company is not registered with SEBI as a Stock Broker, Sub-broker, Portfolio Manager, Research Analyst, Investment Adviser, or Collective Investment Scheme operator, and does not require such registration in respect of the Evaluation Platform. The full regulatory non-application analysis is in Section 1.2.

3.A.1.4 The Company does not provide, through this Agreement: (a) investment advice; (b) trade execution; (c) portfolio management; (d) capital deployment on the Participant's behalf; (e) brokerage; (f) custody of funds or securities; (g) any service requiring a SEBI/RBI/IRDAI licence.

3.A.1.5 Market data displayed inside the Evaluation Platform is used only for software functionality, analytics, and internal evaluation. The Participant acknowledges that market data is calibration input and does not represent any tradable, holdable, or transferable interest.

3.A.1.6 Important legal notice. This is a software subscription agreement, not a financial services contract. The Participant pays a Subscription Fee for software access only.

3.A.2 Eligibility & Participant Representations

The Participant represents and warrants the same as Section 2.2 (Eligibility & User Representations) of the Terms of Service, which are incorporated into this Part A by reference and are deemed repeated on each access to the Evaluation Platform.

3.A.3 Software Access Licence

3.A.3.1 Subject to acceptance of this Agreement, the Company grants the Participant a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Evaluation Platform solely for the purpose of completing the Evaluation Program.

3.A.3.2 The licence is personal. Account sharing, multi-User access from a single licence, and access by automated systems without prior written consent are prohibited and constitute material breach.

3.A.3.3 All intellectual property in the Evaluation Platform (including source code, algorithms, scoring logic, evaluation parameters, dashboards, content, and trade marks) remains the exclusive property of the Company per Section 2.9. No right or interest in such IP is conferred by this Agreement.

3.A.4 Subscription Fee (Challenge Fee)

3.A.4.1 Nature. The Subscription Fee (also referred to as the "Challenge Fee") is a one-time consideration for access to the Evaluation Platform. It is a service fee under Section 2(d) of the Indian Contract Act, 1872.

3.A.4.2 What the Subscription Fee is NOT.

  • (a) Not a deposit. It is not refundable, does not bear interest, does not entitle the Participant to repayment, and accordingly does not constitute a "deposit" within the meaning of Section 2(4) of the BUDS Act, 2019 (see Section 1.5).
  • (b) Not an investment or contribution. It is not invested, pooled, comingled with other Participants' fees, or deployed in any market activity. It is revenue to the Company.
  • (c) Not a Collective Investment Scheme contribution. The four-prong test of Section 11AA SEBI Act, 1992 fails on every prong (see Section 1.4). The Participant accepts the Company's representations in Section 1.4 and acknowledges that no profit, income, produce, or property is distributable to Participants in their capacity as fee-payers.
  • (d) Not a wager / not consideration in a game. The Subscription Fee is not consideration for the right to receive any money or money's worth contingent on the outcome of an event (see Section 1.6A).
  • (e) Not pre-payment for any Pro Account, Stipend, or future payment.

3.A.4.3 Non-refundability. The Subscription Fee is non-refundable in accordance with Section 2.4.2 (TOS) and Section 9 (Refund, Cancellation & Chargeback Policy). Limited discretionary refund circumstances are set out in Section 9.2.

3.A.4.4 Tax incidence. GST at the prevailing rate (currently 18% under HSN 9983) is levied on the Subscription Fee. A tax invoice is issued at checkout.

3.A.5 Evaluation Parameters & Outcomes

3.A.5.1 The Evaluation Program may, without limitation, assess the Participant against the following parameters, as specified in the activation packet and Participant dashboard:

  • (a) Maximum daily and overall Drawdown discipline (measured on the Demo Pro Account against the Peak Funded Equity benchmark);
  • (b) Rule adherence (permitted instruments, position size, holding period, segment restrictions);
  • (c) Trading consistency (consistency-rule constraints, single-day-profit limits, hold-time requirements);
  • (d) Behavioural integrity (no prohibited conduct per Section 8.1 and Schedule A);
  • (e) Any additional parameter that the Company may publish in the activation packet or dashboard.

3.A.5.2 Outcomes. Evaluation outcomes may include: (a) Pass — eligibility for discretionary designation as a Pro Trader under Section 3.B; (b) Fail — termination of Evaluation access with no refund; (c) Reset — at the Company's discretion, an offer to retry on payment of a fresh Subscription Fee.

3.A.5.3 Completion does not guarantee funding. A "Pass" outcome creates no entitlement, vested right, or legitimate expectation of designation as a Pro Trader. Designation under Section 3.B is at the Company's sole, absolute, and unfettered discretion.

3.A.5.4 Evaluation results are final. Subject to the Grievance Redressal mechanism in Section 6, the Company's determination of Evaluation outcome is final and not appealable.

3.A.6 Mandatory KYC & Identity Verification

3.A.6.1 KYC is mandatory before paid access to the Funded Platform is provisioned. The Participant shall furnish Officially Valid Documents per Section 5.2 (AML / KYC Policy), including PAN, Aadhaar (offline XML / OTP-based eKYC, masked storage), bank-account proof, and liveness selfie.

3.A.6.2 Third-party KYC service providers (SEBI / RBI / UIDAI compliant) may be engaged by the Company. Data flows are governed by Section 4 (Privacy Policy) and any supplemental Data Processing Agreements.

3.A.6.3 False or misleading information in KYC entitles the Company to immediate termination of this Agreement, forfeiture of the Subscription Fee, and reporting to law enforcement and regulators as warranted (see Schedule A, row A3).

3.A.7 Prohibited Conduct

The prohibited practices set out in Section 8.1 (Prohibited Activities & Acceptable Use Policy) and Schedule A apply in full to the Evaluation Platform. Without limiting the foregoing, the Participant shall not engage in: (a) latency arbitrage; (b) price-feed exploitation; (c) order spamming or cancel-rebate exploitation; (d) simulation manipulation; (e) reverse engineering, decompilation, or scraping; (f) account-sharing or multi-identity onboarding; (g) automation without written approval. Violations attract the consequences in Section 8.4 (suspension, forfeiture, ban, reporting, civil / criminal action) and Schedule A.

3.A.8 Data Privacy

Processing of personal data is governed by Section 4 (Privacy Policy), which is DPDP Act, 2023 compliant. The Participant's consent to processing (including for KYC, performance monitoring, fraud prevention, and statutory compliance) is recorded at acceptance and may be withdrawn per Section 4.4. Withdrawal of consent during the Evaluation phase will result in immediate termination of platform access without refund, with statutory data retention applying as required by PMLA, Income Tax Act, and GST law.

3.A.9 Service Availability

Platform availability and the 99.0% market-hours target are governed by Section 2.13. The Participant's sole non-monetary remedies for failure to meet the target are set out therein.

3.A.10 Intellectual Property

Governed by Section 2.9. The Participant acquires no right in the Company's IP by reason of this Agreement.

3.A.11 Disclaimer of Warranties; Limitation of Liability

The Platform is provided "as is" per Section 2.12. The Company's aggregate liability is capped at the 1× Subscription Cap set out in Section 2.11.2 — one (1) times the Subscription Fee actually paid by the Participant for the service from which the claim arises.

3.A.12 Termination

3.A.12.1 For cause — immediate. The Company may terminate this Agreement immediately and without refund for: (a) rule violation; (b) prohibited conduct under Section 8.1; (c) KYC fraud or misrepresentation; (d) chargeback or payment fraud; (e) regulatory direction or court order; (f) any conduct that brings the Company into disrepute.

3.A.12.2 For convenience (Company). The Company may, at its discretion, suspend or discontinue the Evaluation Program with such notice as is practicable. In such case, the Participant's sole remedy is a pro-rata adjustment of the Subscription Fee for any portion of the Evaluation period not made available, if and as the Company elects.

3.A.12.3 For convenience (Participant). The Participant may discontinue use of the Evaluation Platform at any time. Discontinuance does not entitle the Participant to refund of the Subscription Fee.

3.A.12.4 Effect of termination. All accrued rights of the Company (including indemnity, IP, confidentiality, and dispute-resolution clauses) survive termination per Section 2.19.4.

3.A.13 Governing Law, Jurisdiction & Arbitration

Governed by Section 2.18: laws of India; pre-arbitration grievance under Section 6; sole arbitrator appointed by mutual agreement, failing which by DIAC / MCIA / ICA per its rules (Perkins Eastman / TRF compliant); seat New Delhi; exclusive jurisdiction at Gautam Budh Nagar (Noida).

3.A.14 Electronic Acceptance & Binding Effect

3.A.14.1 This Agreement is executed electronically and is valid and enforceable under Section 10A of the Information Technology Act, 2000, read with Section 10 of the Indian Contract Act, 1872. The Participant's affirmative checkbox acceptance and Subscription Fee payment constitute irrevocable assent.

3.A.14.2 The acceptance event is recorded in the Company's immutable audit log with: (i) Participant identifier; (ii) document name and version; (iii) document checksum; (iv) UTC and IST timestamps; (v) IP address and user-agent; (vi) acceptance method. This audit log is admissible as evidence under Section 65B of the Indian Evidence Act, 1872.

3.A.15 Digital Acceptance Block (Template)

The following block is rendered to the Participant at acceptance:

DIGITAL ACCEPTANCE — Evaluation Program & Software Subscription Agreement

For 44 Krishverse Solutions Private Limited (operating "FutureFunding")
   Authorised Signatory:   [Authorised Signatory Name]
   Date:                   [Acceptance Date — system-stamped]

For the Participant
   Full Name:              [Participant Name — from KYC]
   Email:                  [Participant Email — verified]
   Mobile:                 [Participant Mobile — verified]
   Country of Residence:   [Participant Country — KYC]
   Date:                   [Acceptance Date — system-stamped]

   [ ] I have read and agree to the Evaluation Program & Software Subscription
       Agreement, including the non-refundable Subscription Fee, KYC requirements,
       prohibited-conduct rules, data-privacy terms, regulatory disclosures, and
       dispute-resolution clauses. I acknowledge that this is a software
       subscription agreement and not a financial services contract.

Document ID:        EA-FF-2026-[NNN] (auto-generated)
Template Version:   v2.9 (this Suite version)
Suite Reference:    FutureFunding Legal & Regulatory Compliance Suite v2.9 — Section 3.A

Section 3.B — PRO TRADER AGREEMENT

Effective Date: Date of the Participant's discretionary designation as a Pro Trader and the Participant's separate electronic acceptance of this Part B.

This Part B is entered into between the Company and the Participant in the Participant's capacity as a "Pro Trader" (the "Trader"), and governs the relationship following successful completion of the Evaluation under Section 3.A and discretionary designation by the Company. This Part B is a service contract under the Indian Contract Act, 1872. It is not an employment, agency, partnership, joint venture, or fiduciary contract.

3.1 Definitions

In addition to the definitions in Section 1 of the Suite:

  • Demo Pro Account: The Trader's account on the Platform, maintained by FutureFunding with virtual capital, against which the Trader enters Trade Instructions. (Also referred to in this Suite as the "Pro Account".)
  • Virtual Capital / Virtual Balance: The notional INR-denominated balance displayed in the Trader's Demo Pro Account, used for risk-parameter calibration and Stipend computation. Not money, not property, not a claim on the Company.
  • RMS: FutureFunding's Risk Management System (rule-based + discretionary), which has final authority over whether any Trade Instruction is executed in the live market
  • Trade Instruction: An order entry by the Trader on the Platform — advisory in nature; transmitted to a broker for execution only if and as the Company elects, at its sole discretion
  • Execution Decision: The RMS's accept / partially accept / modify / delay / reject decision on any Trade Instruction, with or without forwarding to the Company's broker
  • Stipend: Performance-linked service compensation under Section 3.5
  • Drawdown: The decline in the Demo Pro Account performance metric measured against the Trader-specific peak benchmark
  • Trading Day: Any day on which NSE/BSE conducts a normal market session
  • Peak Funded Equity: The highest end-of-day Demo Pro Account performance value recorded since activation

3.2 Nature of Engagement

3.2.1 Independent service provider. The Trader is engaged as an independent service provider rendering professional/technical services (skill demonstration and strategy generation) to FutureFunding. The Trader is not an employee, partner, agent, or workman as defined under the Industrial Disputes Act, 1947, the Code on Wages, 2019, or any other labour legislation.

3.2.2 No fiduciary relationship. Nothing herein creates a fiduciary, trustee, custodian, or principal-agent relationship.

3.2.3 Operational licence — instruction entry only. The Trader's authority is limited to entering Trade Instructions on the platform, consistent with the Trader-specific parameters communicated at activation. The Trader has no authority to: (a) bind the Company in any contract; (b) communicate with brokers, exchanges, or counterparties on the Company's behalf; (c) place, modify, or cancel any order directly with any broker or exchange; (d) access broker terminals, broker portals, broker margin, or clearing systems; (e) move funds; (f) modify risk parameters; (g) hold the Company out to any third party. All decisions on whether, how, and when to execute any instruction in the live market rest exclusively with the Company through the RMS.

3.2.4 No SEBI registration required for the Trader. Because the Trader does not place orders independently with any broker or exchange, does not have execution authority, and does not deploy any client capital (no client capital exists), the Trader's activity does not constitute "dealing in securities" by the Trader within the meaning of Section 12 of the SEBI Act, 1992, and does not require SEBI registration in the Trader's own name. The Trader provides instructions to the Company; the Company alone — through its RMS and through its SEBI-registered brokers — decides on and effects any market action.

3.2.5 Capital ownership. All capital used in any Live Execution is 100% the Company's own proprietary capital. The Trader has no ownership, possessory, beneficial, equitable, lien, charge, security, or any other proprietary interest in: (a) capital deployed; (b) positions executed; (c) realised or unrealised P&L; (d) broker margin balances; (e) any related books, records, or systems.

3.2.6 No trading-proceeds claim. The Trader has no claim, contingent or otherwise, on the proceeds of any Live Execution. The Stipend payable to the Trader is a service-linked discretionary payment determined under Section 3.5 — not a share of trading proceeds.

3.3 Trader Covenants

The Trader shall:

  • (a) Comply with all account-specific risk parameters, position-sizing limits, segment restrictions, instrument whitelists, and drawdown limits;
  • (b) Trade only during permitted sessions. For intraday equity and equity-derivatives positions, the Trader shall enter no new orders after the broker-level intraday cut-off (typically 15:25 IST on a normal trading day) and shall ensure any intraday positions are squared off in accordance with the Company's broker arrangements before the NSE/BSE equity session close at 15:30 IST. The specific cut-off, square-off, and carry-forward rules applicable to a Trader's account shall be those communicated in the activation packet and as updated in the Trader dashboard from time to time. Commodity-segment hours shall follow the MCX schedule;
  • (c) Maintain confidentiality of RMS parameters, evaluation thresholds, broker arrangements, and all proprietary information (the "Confidential Information");
  • (d) Cooperate with audit, compliance, and forensic reviews;
  • (e) Promptly disclose any conflict of interest, related-party connection, or trading activity outside the Platform that may affect performance neutrality;
  • (f) Maintain valid KYC and tax records;
  • (g) Refrain from soliciting other FutureFunding Traders for any external venture for the duration of the TPA and twelve (12) months thereafter (non-solicit);
  • (h) Refrain from disparagement of FutureFunding on public or private channels.

3.4 Company Rights

FutureFunding shall have the right, exercisable in its sole discretion, to:

  • (a) Modify, suspend, or revoke the Pro Account at any time, with or without cause;
  • (b) Update Trader-specific parameters (drawdown, position size, leverage, instrument set) on 24-hour notice, save in case of risk-emergency where immediate change applies;
  • (c) Audit Trader activity, devices, and trading patterns;
  • (d) Withhold, defer, set off, or claw back Stipend payments where (i) a rules violation is identified post-payment, (ii) data error or trade-execution adjustment requires recalculation, (iii) chargeback or fraud is suspected on the Trader's account;
  • (e) Disclose Trader information to brokers, exchanges, regulators, auditors, and law-enforcement as required;
  • (f) Engage automated surveillance and behavioural analytics on Trader activity.

3.5 Stipend Structure

3.5.1 Computation. The Stipend is computed as a discretionary percentage of net realised P&L recorded against the Trader's Pro Account performance metric, subject to: (i) adherence to all risk rules during the relevant period; (ii) consistency, holding-period, and exposure conditions; (iii) RMS adjustments and reversals; (iv) deduction of associated brokerage, STT, exchange fees, GST, stamp duty, and SEBI turnover charges (applied for parity) before Stipend calculation; (v) any other parameter communicated at activation. The Stipend is a service compensation for skill demonstration and strategy generation — not a share of any actual trading proceeds. The Stipend remains payable on the basis prescribed in the activation packet irrespective of whether the Company has chosen to execute any specific instruction in the live market.

3.5.2 Payment cadence. Stipends are processed on a monthly cycle and shall be initiated by the Company on or before the 7th (seventh) calendar day of each successor month for accrued, undisputed Stipend amounts in respect of the preceding calendar month, subject to: (i) clearance of internal compliance review; (ii) absence of any outstanding investigation, dispute, clawback, setoff, or chargeback; (iii) successful bank credit at the payment-rail level (which may add up to 2 banking days for settlement). Where the 7th falls on a banking holiday, the next banking day shall be the effective initiation date. Any Stipend not initiated by the 7th due to one of the above conditions shall be initiated promptly upon resolution, without interest or compensation for delay.

3.5.3 Independent Contractor Status; Trader's Tax Responsibility.

  • (a) Engagement basis. The Pro Trader is engaged as an independent contractor. Nothing in this Agreement creates an employer–employee, agency, partnership, joint-venture, or principal-and-deputy relationship.
  • (b) Trader's sole tax responsibility. All taxes — direct (income tax, surcharge, cess, advance tax) and indirect (GST, where applicable) — arising on or in respect of any Stipend received by the Pro Trader are the sole and exclusive responsibility of the Pro Trader. The Pro Trader shall: (i) determine the correct tax characterisation of Stipends; (ii) obtain and maintain a valid PAN and, where applicable, GSTIN; (iii) compute, declare, and pay all advance-tax instalments and final tax due; (iv) file all income-tax returns and GST returns by the statutory due dates; (v) handle all assessments, queries, reassessments, notices, and proceedings before the tax authorities at the Trader's own cost.
  • (c) Statutorily-required TDS / statements only; no broader tax-filing assistance. FutureFunding may deduct tax at source ("TDS") and/or issue tax-deduction certificates and other statements (including Form 16A) as applicable under Indian law from time to time. Save for such deductions and statements as are statutorily required of the Company in its capacity as the payer, the Company does not undertake any of the following on the Pro Trader's behalf: computation or planning of the Trader's tax liability; preparation, signing, or filing of the Trader's income-tax returns, advance-tax challans, or GST returns; issuance of GST invoices for the Trader; representation before, or correspondence with, any tax authority; or provision of any tax document beyond what is statutorily required. The Pro Trader acknowledges that whether and at what rate TDS is deducted, and what statements are issued, shall be determined by the Company in good faith based on its reading of the law and the Trader's KYC particulars (including PAN furnishing) — the Trader's primary recourse for any disagreement is with the tax authorities and not with the Company.
  • (d) Trader's representations. By accepting Stipend payments, the Pro Trader represents and warrants that the Trader is fully aware of, and capable of independently discharging, all applicable tax obligations in respect of the Stipend, and is acting as an informed independent contractor with the benefit of independent tax advice where required.
  • (e) Indemnity. The Pro Trader shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, and affiliates from and against any claim, demand, assessment, reassessment, interest, penalty, prosecution, or cost (including reasonable legal fees) arising out of or in connection with: (i) any tax liability of the Pro Trader on Stipends or related payments; (ii) any tax-authority claim that re-characterises the Trader's tax status, the Company's payments, or the contractual relationship; (iii) the Pro Trader's failure to register, file, pay, or report any tax timely or correctly. This indemnity shall survive termination of the Agreement.
  • (f) No PAN, no payment. Notwithstanding (c) above, the Company shall require a valid PAN as a condition of payment for KYC and AML purposes only. Failure to furnish PAN shall result in suspension of Stipend disbursement until furnished.

3.5.4 Discretionary nature. The Stipend programme is wholly discretionary and may be modified, suspended, or discontinued with thirty (30) days' notice (or immediately in case of regulatory direction).

3.5.5 Setoff. FutureFunding may set off any amount payable as Stipend against any amount owed by the Trader to FutureFunding (including clawbacks, indemnities, damages, costs).

3.5.6 No bank-account-substitution. Stipends are paid only to the KYC-registered bank account in the Trader's sole name. Joint accounts, third-party accounts, and corporate vehicles are not permitted absent written approval.

3.6 Risk Parameters & Breach

3.6.1 The Trader-specific parameters are communicated in the activation packet and reproduced in the Trader dashboard. Material parameters include:

  • Maximum Daily Loss Limit (computed real-time at the Pro Account level, not EOD);
  • Maximum Drawdown (computed against Peak Funded Equity, not starting balance);
  • Maximum Position Size (per trade, per instrument, aggregate);
  • Permitted Instrument Set;
  • Permitted Segments and Order Types;
  • Holding-Period and Consistency Constraints.

3.6.2 Real-time enforcement. Breach detection is real-time. Upon breach: (a) Pending Trade Instructions are cancelled in the RMS; (b) Open positions (if any have been live-executed by the Company under Section 3.2) may be square-off-flagged by the RMS for the Company's own risk management; (c) Trader's Pro Account access is suspended; (d) Pending Stipend computations are frozen pending review.

3.6.3 No grace period. The Trader acknowledges that there is no grace period or "one-strike" forbearance on hard-rule breaches.

3.6.4 No real-economic loss to the Trader. Because all market-deployed capital is the Company's own and the Trader has no claim over executed positions, breach of risk parameters causes the Trader no real-economic loss beyond loss of Pro Account access and forfeiture of pending discretionary Stipend.

3.7 Termination

3.7.1 For cause — immediate. The Company may terminate for: (a) rule breach; (b) prohibited conduct under Section 8; (c) KYC/AML red-flag; (d) misrepresentation; (e) regulator/law-enforcement direction; (f) fraud, identity theft, or account-sharing; (g) death or legal incapacity of the Trader.

3.7.2 For convenience. Either party may terminate without cause on fifteen (15) days' written notice.

3.7.3 Effect of termination. On termination: (a) Pro Account is closed; (b) Accrued, undisputed Stipends as of the date of termination remain payable subject to setoff; (c) All Trader access ceases; (d) Confidentiality, indemnity, IP, restrictive covenants, and surviving clauses continue.

3.8 Confidentiality

3.8.1 The Trader shall hold all Confidential Information in strict confidence during the term and for five (5) years thereafter (perpetually for trade secrets).

3.8.2 Breach of confidentiality entitles FutureFunding to: (a) interim injunctive relief without proof of monetary damage; (b) liquidated damages of INR 5,00,000 per material breach, which the Trader acknowledges as a genuine pre-estimate and not a penalty under Section 74 of the Indian Contract Act, 1872; (c) recovery of actual damages exceeding such amount.

3.9 Restrictive Covenants

3.9.1 No-account-sharing. The Trader shall not permit any third party to operate the Pro Account.

3.9.2 No bad-faith platform arbitrage. The Trader shall not simultaneously hold opposing positions on the FutureFunding Platform and any external account with the intention of extracting risk-free directional certainty from FutureFunding's Demo Pro Account. For the avoidance of doubt, this clause is directed only at bad-faith arbitrage conduct intended to exploit FutureFunding's capital and is not a general restraint on the Trader's freedom to trade their own funds in their own personal capacity; this clause shall be construed narrowly so as to remain consistent with Section 27 of the Indian Contract Act, 1872.

3.9.3 No-poaching. As stated in Section 3.3(g).

These restrictive covenants are reasonable in scope and duration given the proprietary nature of the engagement and are necessary to protect the Company's legitimate business interests under Indian law.

3.10 Indemnity & Liability

3.10.1 The Trader's indemnity in Section 2.10 applies mutatis mutandis to this TPA.

3.10.2 The Company's liability is capped per Section 2.11.

3.11 Governing Law, Arbitration

Per Section 2.18.