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This Online Lead Generation Agreement (the “Agreement”) is entered into effective this 5th day of October, 2021 (“Effective Date”), by and between Angel One Limited (formerly known as Angel Broking Limited) having PAN AAACM6094R and its registered office at G-1 Ackruti Trade Centre, Road No. 7, MIDC, Andheri East, Mumbai – 400 093, hereinafter termed as "the Lead Buyer” which expression, unless it be repugnant to the context or meaning thereof shall be deemed to mean and include its successors, legal representatives and assigns), of the One Part;

AND

Asset Fintech Private Limited having PAN AATCA1728P and its registered office at 3rd Floor, No 60/2,, Sri Sai Ram, Behind 13th, Cross, Margosa Road Busstop, Malleshwaram, Bangalore, Bengaluru (Bangalore) Urban, Karnataka, 560003, , hereinafter termed as the “Lead Supplier” which expression, unless it be repugnant to the context or meaning thereof shall be deemed to mean and include its successors, legal representatives and assigns), of the One Part;

Each a “Party” and collectively “Parties”

Whereas the Lead Buyer is one of the largest retail stock and commodity broking houses in India having SEBI registration to trade on the National Stock Exchange of India Ltd., the BSE Ltd., the Multi Commodity Exchange of India Ltd., and the National Commodity and Derivatives Exchange of India Ltd., in all segments, and also distributor of third party financial products having registration from concerned regulatory authorities and is keen to rapidly expand their Client base in India through customer acquisition,

And Whereas the Lead Supplier hosts a mobile app by the name of “Asset” and a website by web address https://stockgro.club/and represented to the Lead Buyer that it has high ranking traffic of visitors, largely comprised of Indian public, who may be potential Clients of the Lead Buyer,

And Whereas the Lead Supplier has agreed to insert on its website, web-link, promotional material and advertisements of the Lead Buyer for generating among the visitors of the web, awareness of and interests in the services and products of the Lead Buyer with a view to generating leads for its business,

NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth in this Agreement, and for other good and valuable consideration, the sufficiency of which is acknowledged by the Parties, the Parties hereby agree as follows -

General Provisions:

A lead for the purpose of this agreement is defined as follows:

1. “Lead” shall mean and include any person whose contact information like an email ID, phone number or correspondence address or other contact coordinates that has been forwarded directly by the Lead Supplier to the Lead Buyer and who is expressed to be a potential customer for the services and products of the Lead Buyer.
2. “Clients” or “Customers” are synonyms and shall mean Clients or Customers of the Lead Buyer who have entered into an agreement and executed other prescribed documents with the Lead Buyer for carrying out securities transactions on the stock and/or commodities Exchanges where the Lead Buyer is a Member. “Potential Clients” or “Potential Customers” shall be construed accordingly.
3. “Demat Account” means a dematerialized account that is used to hold shares and securities in electronic format.
4. “Personally Identifiable Information (PII)”, shall mean any information relating to a natural person by reference to which the person is clearly identified or is identifiable in particular, such as name, identification number, mailing address, phone number, geo location, health, financial status, date of birth, marital status and name of spouse of that person.
5. The Lead Supplier assumes all costs of maintaining the web domains, hosting thereon the web link, promotional material and advertisement of the Lead Buyer and the labor involved in collecting and providing the leads. The Lead Buyer is purchasing qualified leads that are likely to succeed as potential Clients for the services and products of the Lead Buyer.
6. Lead Supplier will forward the leads online to the Lead Buyer in the format prescribed by the Lead Buyer with personal coordinates of the leads such as name, address, phone number and email ID, with Lead Supplier’s unique reference code for each lead for accounting.
7. All leads shall be generated directly by the Lead Supplier and supplied to the Lead Buyer. It is understood that the Lead Supplier is acting as a referral agent only and shall have no authority to enter into agreements, obligations or commitments on Lead Buyer’s behalf, or to negotiate the terms of potential customers’ agreements with the Lead Buyer.
8. The Lead Supplier acknowledges that the Lead Buyer may enter into referral agreements or similar arrangements with other parties and that the Lead Supplier shall have no right under such agreements or to any fees for customers referred to the Lead Buyer by others.

Essence of the Agreement.

9. Lead Supplier will obtain, maintain a record of, and make available to the Lead Buyer on demand, the consent of the lead for sharing his/her coordinates with the Lead Buyer and for being contacted over phone, email or by personal visits by the personnel of the Lead Buyer, for conversion of the lead as its Client.
10. The Lead Supplier shall not use the name, logo or any trade name or trademark/copyright of the Lead Buyer without prior written consent of the Lead Buyer. In the event of the Lead Supplier being granted consent to use name logo or trade mark of the Lead Buyer pursuant to this agreement, the same shall be on a limited basis as permitted by the lead buyer in writing and the Lead Supplier shall not claim any right, title or interest to the same. Upon termination of this Agreement, the Lead Supplier shall immediately cease to use and withdraw any such material carrying the name logo or trade mark of the Lead Buyer and destroy the same forwarding the evidence thereof to the Lead Buyer within fifteen (15) days of termination of this agreement.
11. The Lead Supplier shall not make any statements/representations/warranty/ promises or assurances on behalf of the Lead Buyer to any party or person in any manner in relation to its services, products, or the benefits or advantages to be had by becoming a Client of the Lead Buyer.
12. The Lead Supplier shall not seek or collect, from the leads converted as Clients of the Lead Buyer, any information relating to the business transactions of such Clients with or through the Lead Buyer.
13. The Lead Supplier shall insert on its website only such promotional advertisement and product or service notifications as are provided by the Lead Buyer on “as is” basis and shall not make any modifications or changes in its content, look, feel, theme, color schemes, visual effect, appearance or size without prior written approval of the Lead Buyer.
14. For the purpose of this Agreement, the Lead Buyer shall give the Lead Supplier access to the tracking system of the Lead Buyer (such as dashboard or other similar tools or use interfaces) which contains complete and accurate transaction data, statistics and information of the Potential Customers mapped who opens a Demat accounts under the TAG STOCKGRO with the Lead Buyer on any platforms operated by the Lead Buyer to enable the Lead Supplier to monitor and analyze such data for the purpose of Referral Fees calculation.
15. Lead Supplier and Lead Buyer understand and agree that paragraphs 9 to 14 are the essence of this Agreement and a breach thereof shall constitute a material breach of this agreement.

Lead Fees:

16. The Lead Buyer shall pay the Lead Supplier for the lead supplied an agreed one-time flat fee and also a variable fee which is computed as an agreed percentage of the revenue generated by the Clients who are converted from the leads supplied, according to Schedule -1 hereto and the billing and payment cycle set out therein.

Inter-group sharing of Leads:

17. During the term of this Agreement, the Lead Buyer shall be free to share the Leads within [Angel Group of companies] for business promotion, analytical or research purposes without paying any additional fee to the Lead Supplier, provided that the Lead Supplier has obtained the consent of the Lead(s) for sharing his/her/their personal coordinates with the Lead Buyer.

Independent Contractor:

18. This Agreement shall govern the relationship of the parties, which shall be that of an independent contractor. Nothing in this Agreement shall be construed so as to create an employer—employee relationship. Lead Supplier is an independent contractor in relation to Lead Buyer. No agency relationship, joint venture or partnership is created by this Agreement. Lead Supplier shall have no authority, express or implied, to enter into contracts with third parties or make representations on behalf of Lead Buyer without its express written consent. Lead Supplier understands he is an independent contractor and is, therefore, solely responsible for all employment, remuneration for employment, taxes and any central, state and local taxes or fees that may arise directly or indirectly from the independent contractor relationship.
19. Lead Supplier shall have no authority, express or implied, to enter into contracts with third parties, make representations, commitments or incur any charge or expense on behalf of Lead Buyer without its express written consent. Lead Supplier expressly acknowledges and agrees that except to the extent expressly provided herein, neither the Lead Supplier nor anyone employed by or acting on behalf of the Lead Supplier shall receive or be entitled to any consideration, compensation or benefits of any kind from the Lead Buyer.
20. The mechanism practiced by the Lead Supplier in order to provide Leads to the Lead Buyer, is at the sole discretion of the Lead Supplier and the Lead Buyer is not liable for any such mechanism.
21. The Lead Supplier hereby confirms that they would be adopting an ethical mechanism to generate and refer leads to the Lead Buyer.

Data Protection, Privacy and Personal Information:

22. The parties shall comply with all applicable laws and regulations governing the protection, use and disclosure of Personally Identifiable Information (PII) of the leads, including but not limited to their name, address, telephone number, financial information, health information, e-mail address, date of birth, marital status, and spouse’s name by adopting adequate and appropriate technical, physical and organizational security measures conforming to industry best practices. The Lead Buyer shall be free to use personal information of the leads provided by the Lead Supplier, including to contact the Leads personally or through electronic means to convert them into Clients of the Lead Buyer, but shall not, under any circumstances, sell, trade or rent such information to third parties, except to its employees, agents and affiliates to the extent necessary for achieving the end purpose of this agreement viz. Client conversion.
23. The Lead Buyer shall promptly, and in any case within twenty-four (24) hours, inform the Lead Supplier, if it detects or reasonably suspects that a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed has occurred (“Personal Data Breach”). In the event of a Personal Data Breach, the Lead Buyer shall promptly take adequate remedial measures to cure the Personal Data Breach, and shall fully cooperate with the Lead Supplier to investigate the Personal Data Breach and to develop and execute a response plan to address the Personal Data Breach. The Lead Buyer shall, where necessary and/or at the request of the Lead Supplier, cooperate in adequately informing the data subjects involved in the Personal Data Breach.
24. The Lead Buyer shall not transfer any Personal Information obtained pursuant to this Agreement outside India unless permissible under applicable data protection laws and regulations, and with the Lead Supplier’s prior written consent. In the event of an above mentioned transfer, the Lead Buyer shall ensure that the transfer is to a comparable jurisdiction which has equal or greater data protections.
25. Nothing in this agreement shall render the Lead Buyer liable or responsible to the Lead Supplier in any manner in respect of any Lead after the Lead has been converted as a Client of the Lead Buyer in accordance with the applicable laws, rules and regulations governing Client onboarding by the Lead Buyer as a Stock Broker.

Term and Termination:

26. This agreement is ongoing from the Effective Date written herein above. The agreement can be terminated at any time by either party, with a written (email) notice of 15 days without citing any cause or if:

    1. the other party commits a breach of this Agreement and, in the case of any breach capable of being remedied, shall have failed to remedy the breach within 15 days after receipt of a request in writing from the non-breaching party so to do (such request to contain a warning of the non-breaching party’s intention to terminate);

       the other party becomes insolvent, is wound up or winding up proceedings are initiated against it or otherwise it compromises with its creditors;

       Provided that in the event of a breach of any of the clauses defined as the essence of this agreement herein above, the Lead Buyer may terminate the agreement forthwith without prior notice.

       Provided further that termination of this Agreement, irrespective of the circumstances resulting in termination, shall not affect any accrued rights of either party, nor shall it affect the coming into force or the continuation of any provision that is expressly or by implication intended to come into or continue in force on or after such termination. For removal of doubt, it is clarified that except for the accrued rights saved to survive termination in terms of the second proviso hereinabove, no other or further rights shall accrue in favour of a party nor shall a party incur any other or further liabilities under this agreement, subsequent to its termination in accordance with the terms of this clause -22.

    2. Upon expiration or termination of this Agreement for any reason:

       (i) the Lead Supplier shall cease to perform the services, and the Lead Buyer shall pay to the Lead Supplier all sums due to the Lead Supplier as a result of the services properly performed through until the effective date of such expiration or termination; and

       (ii) each of the Parties shall perform their respective obligations and undertakings in this Agreement with respect to Confidential and Proprietary Information.

    3. Expiry or termination of this Agreement will not:

       (i) prejudice any right of action or remedy that may have accrued to either Party prior to that expiration or termination; and

       (ii) release either Party from any liabilities or obligations hereunder that remain to be performed or by their nature would be intended to be applicable following expiration or termination, such as indemnification rights and confidentiality obligations.

Liability:

27. Under no circumstances shall either Party be liable for any indirect, incidental, special, punitive or consequential damages, whether for breach of contract, negligence or under any other cause of action, that result from the relationship or the conduct of business contemplated herein.

Force Majeure:

28. Neither Party shall be under any liability for any failure to perform any of its obligations under this Agreement due to Force Majeure. For the purpose of this clause, “Force Majeure” means fire, explosion, flood, Act of God, act of terrorism, war, rebellion, riots, or sabotage, pandemics (whether pre-existing or subsequently declared) or events or circumstances which are wholly outside the control of the Party affected thereby. The Party so affected shall promptly inform the other Party of the existence of a Force Majeure as early as reasonably practicable and if such Force Majeure event continues beyond a period of 3 months, the Party whose ability to perform has not been so affected may terminate this Agreement by giving written notice to the other Party. Notwithstanding the foregoing, the payment of invoices due and owing hereunder shall in no event be held by the Company because of a Force Majeure affecting the Company.

Intellectual Property Rights:

29. All intellectual property rights belonging to a Party prior to the execution of this Agreement shall remain vested in that Party.
30. The Lead Supplier agrees that any material of any nature whatsoever provided by the Lead Buyer for the purpose of the services under this Agreement shall be the sole and exclusive property of the Lead Buyer. To the extent the Lead Buyer has ownership of any works of authorship that are incorporated in such material, the Lead Buyer grants to the Lead Supplier a royalty free, non-transferable and non-exclusive license to use such works of authorship in connection with the Lead Supplier’s use of such material during the effective term of this Agreement entirely for and fully achieving the purpose of this agreement.

Confidentiality:

31. Each party acknowledges and agrees that any information relating to the other party’s business which is not generally known to the public is confidential and proprietary information. Neither party will disclose the Confidential Information to third parties without prior written agreement. This business agreement, relationship, or operating practices shall not be made public on any Website, Internet forum, social networking site, message board, or any other public media without the express written consent of both parties. For the avoidance of doubt, the leads shall not be treated as confidential information.

Indemnification:

32. Lead Supplier - The Lead Supplier shall indemnify and hold harmless the Lead Buyer from and against any and all third party claims, demands, losses, damages and reasonable expenses (including, without limitation, reasonable legal fees) arising from or in connection with the conduct of this agreement, provided the indemnified party is itself not a defaulting party giving rise to the third party claims, demands etc.
33. Lead Buyer - The Lead Buyer shall indemnify and hold harmless the Lead Supplier from and against any and all third party claims, demands, losses, damages and reasonable expenses (including, without limitation, reasonable legal fees) arising from or in connection with the conduct of this agreement, provided the indemnified party is itself not a defaulting party giving rise to the third party claims, demands etc.

Warranties:

34. The parties warrant that each has the authority to enter into this Agreement. The Lead Supplier warrants that (i) it is not an entity/person with whom a Trading Member/Stock Broker is forbidden to do business under the Bye-Laws, Rules and Regulations of any The parties warrant that each has the authority to enter into this Agreement. The Lead Supplier warrants that (i) it is not an entity/person with whom a Trading Member/Stock Broker is forbidden to do business under the Bye-Laws, Rules and Regulations of any Stock or Commodity Exchange, (ii) it is not an Authorized Person or employee of any other Trading Member/Stock Broker and (iii) it shall not advertise or hold out to the public that it is acting as a Stock Broker or Authorized Person or employee of a Stock Broker.

Entire Agreement:

35. The parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the subject hereof.

Notices:

36. All notices or other communications under or in connection with this Agreement shall be given in writing and may be sent by personal delivery or post or courier. Any such notice or other communication will be deemed to be effective if sent by personal delivery, when delivered, if sent by post, five days after being deposited in the post and if sent by courier, one day after being deposited with the courier.
    Attention to:

    If to the Lead Buyer :

    Angel One Limited,
    Ackruti Star, 5th and 6th Floor,
    Central Road, MIDC, Andheri (East),
    Mumbai, Maharashtra – 400 093.

If to the Lead Supplier:

Assetgro Fintech Private Limited
Flat No. 60/2, 3rd Floor Sri Sai Ram behind
13th Cros, Margosa Road, Malleshwaram,
Bangalore 560003

Dispute Resolution:

37. This Agreement shall be governed by and construed in accordance with the laws of India. In case of any difference or dispute between the parties concerning this agreement, the parties shall seek resolution amicably by negotiation on a best effort basis. Any dispute which could not be resolved between the Parties will be finally settled by arbitration which shall be held in Mumbai, India, in accordance with the provisions of the Indian Arbitration and Conciliation Act 1996. The arbitration shall be conducted by single arbitrator to be appointed mutually by the Parties within 30 days of the Parties deciding to refer the matter for arbitration. In the event of disagreement between the Parties on appointment of a sole arbitrator, each of the Parties hereto shall appoint its arbitrator and the two appointed arbitrators shall appoint third arbitrator who shall act as an umpire. All proceedings shall be conducted, including all documents presented in such proceedings and the award thereof shall be rendered in the English language. The award rendered by the arbitrator(s) shall state the reasons on which it was based and the same shall be final, conclusive and binding on Parties to this Agreement. Each party shall bear the cost of preparing and presenting its own case, and the cost of arbitration, including fees and expenses of the arbitrator(s), shall be shared equally by the Parties, unless the arbitral award otherwise provides. The arbitrator(s) should strive to pass an arbitral award within six (6) months. The venue of arbitration shall be Mumbai, India.

Other Miscellaneous provisions:

38. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining provisions.
39. No failure of either party to exercise or enforce any of its rights under this agreement shall act as a waiver of such rights.
40. This Agreement shall be governed by, and construed in accordance with the laws of India, and the courts of Mumbai shall have exclusive jurisdiction in connection with any disputes arising in connection with

    (i) the arbitration proceedings;

    (ii) any direct or indirect challenge to the validity or applicability of this arbitration clause to any claim, dispute, difference or controversy; and

    (iii) any challenge to the award and its enforcement.

41. Parties understand and agree that all leads received as defined in clause no 3, after OTP verification, will be considered legitimate and will be charged and paid for in the manner agreed herein only in respect of the leads that are converted as Clients of the Lead Buyer following the due process of Client registration implemented by the Lead Buyer. For removal of doubt, it is stated that for leads that are not so converted as Clients of the Lead Buyer, no fee or other consideration shall be payable.

Modification and Agreement Validity

42. This agreement will be valid for a period of 2 years from the date of execution.
43. This agreement will be reviewed every three months from the date of execution and may be amended by mutual consent. Any amendments to this agreement must be in writing and signed by both parties.

Counterparts:

44. This Agreement may be executed in one or more counterparts and affixing digital signatures of the respective parties thereon shall be sufficient to indicate acceptance by the Parties, each of which shall be original and all of which shall constitute one and the same instrument.

1. The Lead Fee shall be computed and paid-out to the Lead Supplier according to the above Slabs, per completed calendar month, subject to the following conditions.:
   1. Applicable slab for any month shall be determined with reference to the number of Client conversions in that month.
   2. Trade activation percentage for any month shall be determined with reference to the number of total Leads converted as Clients and who also traded in that month.
   3. Flat Fee:

      (i) Flat fee payable on any slab is a one-time payment.

      (ii) Flat fee on any slab shall be computed by multiplying the slab rate by the total number of Clients converted in a calendar month, provided that the trade activation percentage is not less than the minimum activation percentage applicable to that slab.

      (iii) Where trade activation percentage achieved in any month is less than the percentage applicable to a slab, Flat fee shall be computed by multiplying the slab rate and the number of Clients who were activated and who also traded in that month.

      For e.g. if, on slab “S1”, trade activation from 50 Clients converted in a calendar month is 25% or more, i.e., 12 or more, Flat fee shall be Rs. 10,000 (Rs. 200 x 50). If in this example, trade activation is less than 25%, say 7, Flat fee shall be Rs. 1400/- (Rs. 200 x 7)

   4. Variable Fee:

      (i) Variable Fee on any slab shall be computed by applying the applicable slab percentage on the gross revenue generated in a calendar month by all converted Clients from the Effective Date, provided that the trade activation percentage is not less than the minimum activation percentage applicable to that slab

      (ii) Where trade activation percentage achieved in any month is less than the percentage applicable to a slab, Variable Fee shall be computed by applying the applicable variable fee percentage to the revenue generated by Clients who were activated and who also traded in that month.

      For e.g., if, on slab “S1”, trade activation from 50 Clients converted in a calendar month is 25% or more, i.e., 12 or more, Variable fee shall be 20% of the total revenue generated by all converted Clients from the Effective Date. If, in this example, trade activation is less than 25%, say 7, Variable Fee shall be 20% of the revenue generated by 7 Clients who were activated and who also traded in that month.

2. Parties may review their performance under this agreement periodically and agree upon such revised Lead Fee slabs as they may mutually agree in writing between them.

Billing Cycle and Mode of payment:

All fees owed to the Lead Supplier by the Lead Buyer shall be due and payable within thirty (30) days of the billing cycle which is the 10th day of every month.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above.

For Angel One Ltd.

Mr. Ajay Dusane
Title: Head - Preference , Brand & Corporate Communications
Authorized Signatory

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For Asset Fintech Private Limited

Ajay Lakho
Authorized Signatory

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