Terms and conditions

“Zerodha” refers to a) Zerodha, a partnership firm, b) Zerodha Securities Private Limited, c) Zerodha Commodities Private Limited and its affiliates with offices at 153154, 4th, J P Nagar, 4th Phase, Bangalore, Karnataka, 560078. We may refer to Zerodha as “We”, “Our”, or “Us”.

Zerodha is a member of NSE, BSE, MCX-SX, NCDEX and MCX exchanges, and is registered with the Securities & Exchange Board of India (SEBI) as a stock broker with the SEBI registration numbers as stated below:

The “Client” is any individual or entity with an exchange approved UCC (Unique Client Code) account with Zerodha, able to trade various securities through Zerodha (in compliance with various exchange and SEBI regulations).

“Kite Connect” and “Kite Publisher” are a suite of APIs, developer services, and associated software offerings collectively refered to as “APIs”. The APIs provide programmatic access (including, but not limited to: placing, modifying and cancelling orders; managing funds and portfolios; accessing order and account related information etc.) to various exchanges via Zerodha using a Client account.

The terms described in this document, and any additional terms, terms within the accompanying API documentation, and any applicable policies and guidelines as concerning the use of the APIs are collectively referred to as the “Terms”.

This agreement is between “You” (accessor and consumer of the APIs) and “Zerodha”, the stock broker offering broking services via the APIs. You may be a Zerodha Client yourself, or You may be an entity offering the APIs in turn to other Zerodha Clients as end users.

Subsidiaries and Affiliates: Zerodha has subsidiaries and affiliated legal entities throughout India. These companies may provide the APIs to You on behalf of Zerodha and the terms will also govern your relationship with these companies.

1) Account and registration

a) Accepting the Terms

You may not use the APIs and may not accept the Terms if (a) You are not of legal age to form a binding contract with Zerodha, or (b) You are a person barred from using or receiving the APIs under the applicable laws of India or other countries including the country in which You are resident or from which You use the APIs.

b) Entity Level Acceptance

If You are using the APIs on behalf of an entity, You represent and warrant that You have authority to bind that entity to the Terms and by accepting the Terms, You are doing so on behalf of that entity (and all references to “you” in the Terms refer to that entity).

c) Registration

In order to access certain APIs You may be required to provide certain information (such as identification or contact details) as part of the registration process for the APIs, or as part of your continued use of the APIs. Any registration information You give to Zerodha will always be accurate and up to date and you’ll inform us promptly of any updates.

2) API usage

The APIs are meant to be used for building innovative investment and trading platforms (“IBT” - Internet Based Trading) with the greater goal of increasing capital market participation in India. This may be for personal use, where You, a Client, developers a private interface exclusively for customising personal trading and investment experience, or this may be for building a trading platform. The development of trading platforms is bound by various norms and regulations stipulated by various exchanges and SEBI. You are responsible for ensuring You adhere to these platform guidelines and regulations, and seeking appropriate regulatory approvals if necessary. If You seek to obtain exchange approvals for your platform as Zerodha’s in-house platform, Zerodha will provide the necessary assistance.

a) Permitted access

You will only access (or attempt to access) an API by the means described in the documentation of that API. Any circumvention of the methods described in the documentation may result in the termination of your access to the APIs. Please note that live market data obtained via Kite Connect cannot be displayed to the public at large. Any such redistribution, if found, may result in the termination of your access to Kite Connect.

b) API rate-limiting

Zerodha may set limits on your use of the APIs (for instance, limiting the number of requests sent to a particular API) manually or via automated checks to ensure the stability of the APIs.

If You need to use the APIs beyond the limits imposed by Zerodha, You have to obtain express consent from Zerodha by writing to the relevant department (Zerodha may decline or accept such a request based on various factors).

c) Exclusivity

The API Terms are non-exclusive. You acknowledge that Zerodha may develop products or services that may be similar and may be in direct or indirect competition with any platform that is built using the APIs.

d) Tracking and monitoring

By using the APIs, You agree that Zerodha may monitor, track, and record all interactions and requests happening via the API, your own and your end users, for the purpose of ensuring stability, security, and reliability of the API.

e) Automated trades

The APIs are not meant for placing fully automating trades (without manual intervention). If you wish to use the APIs for full automation, you should seek necessary approvals from the exchange. Zerodha can provide the necessary assistance in obtaining approvals.

3) Your end users

You may use the APIs to build platforms which You may in turn offer to other Clients of Zerodha (after obtaining the required exchange approvals). Neither Zerodha or anyone affiliated with the APIs may be held responsible for the losses suffered by the client or You, arising from technical malfunctions of your platform or the APIs. Your end users, Zerodha’s Clients, are bound primarily by the terms and conditions they agreed to at the time of their account registration with Zerodha, over and above the terms they may have agreed to when starting to use your platforms.

a) Ownership

As the APIs are restricted to–and only work with–the accounts of Zerodha clients, all end users You offer your API-enabled platforms to, are Zerodha’s Clients. Any new user that You may refer to Zerodha (who in turn opens account an account with Zerodha on their own volition) for the purpose of offering your platform, is also Zerodha’s Client. While You may promote your services to the such a Client, You may not claim any exclusivity to the Client or their data. Zerodha may offer any service or offering to any of its existing clients, including Clients referred by you, at any time.

b) User Privacy

You will comply with all the applicable privacy laws and regulations including those related to your end users. You will adhere to Zerodha’s privacy policy and provide a privacy policy for your end user that is clear and accurate.

4) Prohibitions and confidentiality

a) API Prohibitions

When using the APIs, you may not (or allow those acting on your behalf to): - Sublicense the APIs for use by a third party. - Perform an action with the intent of introducing to Zerodha’s products and services, any viruses, worms, defects, Trojan horses, malware, or any items of destructive nature. - Defame abuse, harass, stalk, or threaten others. - Interfere with or disrupt the APIs or the servers or networks providing the APIs - Promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements. - Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law - Use the APIs to process or store any data that will in turn invade the privacy of the end user. - Remove, obscure, or alter any Zerodha terms of service or any links to or notices of those terms.

b) Confidentiality

Your credentials (such as passwords, API keys and secrets, and Client IDs) are intended to be used only by you. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other API Clients from using your credentials.

Zerodha’s communications to you may contain confidential information which includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without Zerodha’s prior written consent.

Unless expressly permitted by Zerodha or by the applicable laws, you will not, and will not permit your end users or others acting on your behalf to, do the following with content returned from the APIs.

5) Costs and revenue

a) Costs

Zerodha may charge You for using the APIs, or parts of it selectively. These charges may be fixed or variable, and are at the sole descretion of Zerodha. Zerodha may also propose additional charges to You, (based on your usage of the APIs and on a case-by-case basis) for the continued use of the APIs. You may write to the relevant department to discuss a pricing suitable for You (Zerodha may decline or accept such a request based on various factors).

b) Non-refundable charges

Any charges once paid (one-off or on-going) for the use of APIs or any of its subsets are non-refundable.

c) Sharing of revenue

Zerodha may share revenue with You (bound by the terms set forward by various exchanges and SEBI) for referring clients to Zerodha via the API, or for offering other services. You may write to the relevant department to discuss a revenue sharing model You desire (Zerodha may decline or accept such a request based on various factors).

6) Liability of the APIs

a) Uptime

The API response and account access times may vary due to a variety of factors, including, but not limited to, trading volumes, market conditions, system performance, technical and other factors. Market volatility, volume and system availability may delay account access and trade executions.

The uptime and availability of the APIs may be affected by technical or other factors within or outside of Zerodha’s control, or unforseen circumstances including natural disasters.

b) No guarantees or warranties

Zerodha does not make make any promises, commitments, guarantees about the APIs or related offerings. When permitted by law, Zerodha, will not be responsible for lost profits, revenues, or data; financial losses; or indirect, special, consequential, exemplary, or punitive damages. To the extent permitted by law, Zerodha excludes all warranties, guarantees, conditions, representations, and undertakings.

c) Limitation of Liability

When permitted by law, Zerodha will not be responsible for lost profits, revenues, or data; financial losses; or indirect, special, consequential, exemplary, or punitive damages. In all cases, Zerodha will not be held liable for expense, loss or damage that is not reasonably foreseeable.

7) Termination

a) Termination

This agreement is effective until terminated. User rights under this agreement will terminate automatically or otherwise cease to be effective without notice from Zerodha if user fails to comply with any terms and conditions under this agreement. Zerodha may terminate this agreement if User is in default of any of the terms and conditions of this agreement and fails to correct such default within ten (10) days after written notice thereof from Zerodha. Upon termination, Zerodha does not hold any liability or other obligation to you.

If you want to terminate the Terms, you must provide Zerodha with prior written notice and upon termination, cease your use of the applicable APIs, use of Zerodha brand and delete any cached or stored content that was permitted by the cache header.

b) Surviving provisions

When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply.

8) Indemnification

You agree to indemnify and hold Zerodha and their parent companies, members, subsidiaries, affiliates, service providers, syndicators, distributors, licensors, officers, directors and employees, against all liabilities, damages, losses, costs, fees (including legal fees) and expenses relating to any allegation or third – party legal proceeding to the extent arising from:

9) Governing law/forum

This Agreement shall be governed and interpreted by the laws of the Union of India. Only courts in Bengaluru (Karnataka) shall have the jurisdiction for the resolution of any disputes hereunder. Both parties hereby consent to such personal and exclusive jurisdiction.