Terms and
Conditions of Use

Platform

The ProKey software application, including the web interface, financial planning engine, Financial Health Score (FHS) module, client management tools, and all associated features made available under subscription.

Advisor

A Registered Investment Adviser (RIA), Mutual Fund Distributor (MFD), or Certified Financial Planner (CFP) who has registered and been granted access to the Platform.

Client

An individual or household whose financial data the Advisor enters, manages, or analyzes through the Platform on a professional basis.

FHS / Financial Health Score

A proprietary diagnostic tool within the Platform that produces indicative scores across the Protect, Allocate, Structure, and Optimise pillars of a client's financial profile.

NWP File / Plan Data

Structured data files (in ProKey's .nwp format or equivalent) generated by or imported into the Platform representing a client's financial plan.

Subscription

The paid or trial access tier selected by the Advisor, determining the features, usage limits, and support levels available.

Output

Any document, report, score, chart, projection, or summary generated by the Platform based on inputs provided by the Advisor.

Confidential Information

All non-public information relating to ProKey's software, methodologies, pricing, roadmap, or client data accessible through the Platform.

Applicable Regulations

SEBI (Investment Advisers) Regulations 2013, AMFI Master Circular for MFDs, FPSB India standards, and any other regulatory framework applicable to the Advisor's registration category.

2.1 — Professional Registration Requirement

The Platform is exclusively available to financial professionals who hold at least one of the following valid registrations or certifications at the time of signing up:

• SEBI Registration as an Investment Adviser (RIA) under the SEBI (Investment Advisers) Regulations, 2013
• AMFI Registration Number (ARN) as a Mutual Fund Distributor (MFD)
• Certified Financial Planner (CFP) certification issued by FPSB India or an equivalent internationally recognised body

ProKey reserves the right to verify the validity of the Advisor's registration or certification at any time and to suspend or terminate access where such registration is found to be lapsed, revoked, or otherwise invalid.

2.2 — Account Accuracy

The Advisor agrees to provide accurate, current, and complete information during registration, including their regulatory registration number (RIA registration, ARN, or CFP certificate number). The Advisor is responsible for keeping this information updated and shall promptly notify ProKey of any change in regulatory status.

2.3 — Authorised Users

An Advisor account may be used only by the registered individual or, in the case of a firm-level subscription, by employees or associates of that firm who are themselves appropriately registered or supervised. Sharing of login credentials outside the registered entity is prohibited.

3.1 — Subscription Tiers

ProKey offers the Platform under subscription plans (Starter, Practice, or Firm tiers, or as otherwise communicated). The specific features, client seat limits, and pricing applicable to each tier are set out on the ProKey website or in the Advisor's order confirmation at the time of subscription.

3.2 — Permitted Use

The Advisor is granted a limited, non-exclusive, non-transferable licence to access and use the Platform solely for the purpose of providing professional financial planning and advisory services to the Advisor's own clients. The Advisor shall not:

• Sublicense, resell, or white-label the Platform outputs to third parties without ProKey's prior written consent
• Use the Platform to serve clients of other advisors without a separate, explicitly authorised arrangement
• Reverse engineer, decompile, or attempt to derive the source code or underlying methodologies of the Platform
• Use automated scripts, bots, or scrapers to extract data from the Platform
• Use the Platform for any purpose that violates Applicable Regulations

3.3 — Fair Use and Data Limits

Usage of the Platform is subject to reasonable fair use thresholds as specified in the applicable subscription plan. ProKey reserves the right to limit or restrict access where usage materially exceeds plan parameters, and will provide reasonable notice before doing so.

3.4 — Trial Access

Where ProKey provides a free trial period, access is subject to all terms of this Agreement. ProKey may modify, suspend, or discontinue trial features at any time without notice. Trial data may not be migrated to a paid plan unless explicitly stated.

4.1 — Practice Management and Planning Tool

The Platform is a practice management and financial planning tool designed to assist qualified financial advisors in organising client data, generating plan documents, and communicating structured financial information. The Platform does not independently provide financial advice, investment recommendations, or portfolio management services.

4.2 — FHS as a Diagnostic, Not a Plan

The Financial Health Score (FHS) is an indicative diagnostic snapshot designed to support an Advisor's first-meeting conversation with a client. The FHS:

• Uses standardised model assumptions (not actual market returns or client-specific historical performance)
• Is not a financial plan, investment strategy, or suitability assessment
• Does not constitute or substitute for the Advisor's independent professional judgement
• Should be presented to clients with appropriate contextual explanation by the Advisor

The Advisor is solely responsible for interpreting FHS outputs and determining their relevance and suitability for each client's circumstances.

4.3 — Projections and Model Assumptions

Any projections, corpus estimates, or goal-funding analyses generated by the Platform are based on model assumptions entered by the Advisor. These are illustrative in nature. Actual outcomes will differ based on market conditions, client behaviour, regulatory changes, and other factors. ProKey makes no representation as to the accuracy or achievability of any projected outcome.

4.4 — Responsibility for Client-Facing Use

The Advisor is responsible for reviewing all Platform Outputs before presenting them to clients, ensuring that Outputs are appropriate to the client's profile and risk tolerance, making all disclosures required by Applicable Regulations when using Platform Outputs in client communications, and ensuring that the use of FHS scores or projections in client-facing materials complies with SEBI, AMFI, and FPSB India guidelines.

5.1 — Client Data Entered by the Advisor

The Advisor retains ownership of all client data entered into the Platform. By entering client data, the Advisor represents and warrants that they have obtained all necessary consents from the client in accordance with the Digital Personal Data Protection Act, 2023 (DPDPA), are authorised under Applicable Regulations to collect, store, and process the client's personal and financial information, and that the client data entered is accurate to the best of the Advisor's knowledge.

5.2 — ProKey's Data Obligations

ProKey shall process client data entered into the Platform solely for the purpose of providing the Platform's services to the Advisor, not use client data for any secondary commercial purpose including advertising or data monetisation, implement reasonable technical and organisational security measures to protect data stored on ProKey's servers, and notify the Advisor of any data breach that materially affects client data within a reasonable timeframe.

5.3 — Local and Offline Data

Where the Advisor uses the Platform in a local-first or offline mode, the Advisor is solely responsible for the security, backup, and integrity of such data. ProKey has no obligation or liability in respect of data stored locally.

5.4 — Data Portability and Deletion

Upon termination of a subscription, the Advisor may export their data in the available export formats for a period of 30 days following termination. After this period, ProKey may delete the Advisor's data from its servers in accordance with its data retention policy. ProKey will not be liable for data loss following termination where the Advisor had the opportunity to export data during this window.

6.1 — Advisor's Sole Responsibility

The Advisor is solely responsible for ensuring that their use of the Platform, including the distribution of any Outputs to clients, complies with all Applicable Regulations, including SEBI (Investment Advisers) Regulations, 2013; AMFI Master Circular for Mutual Fund Distributors; FPSB India's Code of Ethics; IRDAI requirements where applicable; and the Digital Personal Data Protection Act, 2023.

6.2 — MFD-Specific Notice

6.3 — No Regulatory Endorsement

The availability of the Platform and its features does not constitute an endorsement or certification of regulatory compliance by ProKey. The Advisor must independently verify that their use of the Platform is consistent with their regulatory obligations.

7.1 — ProKey's IP

All intellectual property rights in and to the Platform, including software code, algorithms, methodologies (including FHS scoring logic and PASO taxonomy), design elements, documentation, and any improvements or enhancements, are and shall remain the exclusive property of Kevalinvest. This Agreement does not transfer any ownership rights to the Advisor.

7.2 — Advisor's Rights in Outputs

Outputs generated by the Platform using data provided by the Advisor are owned by the Advisor for the purpose of their professional practice. The Advisor may use, share, and adapt such Outputs in the course of their client engagements, subject to the restrictions set out in this Agreement.

7.3 — Feedback

If the Advisor provides feedback, suggestions, or feature requests regarding the Platform, such feedback may be used by ProKey to improve the Platform without obligation or compensation to the Advisor.

8.1 — Subscription Fees

Subscription fees are as set out in the applicable plan documentation or order form. Fees are exclusive of applicable taxes (including GST), which shall be borne by the Advisor.

8.2 — Billing and Renewal

Subscriptions are billed in advance on an annual or monthly basis as selected by the Advisor. Subscriptions auto-renew unless the Advisor cancels at least 7 days before the renewal date through the Platform's account settings or by written notice to ProKey.

8.3 — No Refunds

Subscription fees paid are non-refundable, including in cases of partial-period use, unless ProKey is required to provide a refund under applicable law or has separately agreed to do so in writing.

8.4 — Price Changes

ProKey reserves the right to revise subscription pricing. Price changes will be communicated to the Advisor at least 30 days before the Advisor's next renewal date. Continued use of the Platform after the effective date of a price change constitutes acceptance of the new pricing.

9.1 — Advisor's Representations

The Advisor represents and warrants that they hold and will maintain a valid regulatory registration or certification required under Clause 2.1 throughout the term of this Agreement; their use of the Platform will at all times comply with Applicable Regulations; all information provided to ProKey and entered into the Platform is accurate and lawfully obtained; and they have the authority to enter into and be bound by this Agreement.

9.2 — ProKey's Warranty

ProKey warrants that it will use commercially reasonable efforts to maintain the availability of the Platform and to correct material defects in the Platform's core functionality within a reasonable timeframe following notice.

9.3 — Disclaimer of Other Warranties

10.1 — Exclusion of Consequential Loss

To the maximum extent permitted by applicable law, ProKey shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of client data, regulatory penalties imposed on the Advisor, loss of professional reputation, or loss of revenue, arising out of or in connection with the use of the Platform or its Outputs, even if ProKey has been advised of the possibility of such damages.

10.2 — Aggregate Cap

ProKey's aggregate liability to the Advisor for all claims arising under or in connection with this Agreement shall not exceed the total subscription fees paid by the Advisor to ProKey in the 12 months immediately preceding the event giving rise to the claim.

10.3 — Advisor's Regulatory Liability

The Advisor shall bear sole and exclusive liability for any regulatory action, client complaint, penalty, or legal proceeding arising from the Advisor's use of Platform Outputs in their professional practice. ProKey shall have no liability in respect of the Advisor's regulatory obligations or any failure to comply with Applicable Regulations.

12.1 — Term

This Agreement commences on the date the Advisor accepts it (or first accesses the Platform) and continues for the duration of the Advisor's active subscription, unless earlier terminated in accordance with this clause.

12.2 — Termination by Advisor

The Advisor may terminate this Agreement at any time by cancelling their subscription and ceasing use of the Platform. No refund will be payable for the remaining subscription period.

12.3 — Termination by ProKey

ProKey may terminate or suspend this Agreement or the Advisor's access to the Platform immediately, without notice, if the Advisor breaches any provision and fails to remedy the breach within 14 days of written notice; the Advisor's regulatory registration is lapsed, revoked, or suspended; the Advisor uses the Platform in a manner that poses regulatory, legal, or reputational risk; or the Advisor is subject to insolvency proceedings.

12.4 — Effect of Termination

Upon termination, the Advisor's access to the Platform will cease. The data export window described in Clause 5.4 will apply. Clauses 5, 7, 9.3, 10, 11, 13, and 14 shall survive termination.

14.1 — Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of India. The courts of Hyderabad, Telangana shall have exclusive jurisdiction to resolve any dispute arising out of or in connection with this Agreement.

14.2 — Dispute Resolution

The parties shall first attempt to resolve any dispute through good-faith negotiation. If the dispute is not resolved within 30 days of written notice, either party may refer the matter to binding arbitration under the Arbitration and Conciliation Act, 1996, with arbitration to be conducted in Hyderabad by a single arbitrator mutually agreed upon by the parties.

14.3 — Amendments

ProKey may amend this Agreement from time to time. Material amendments will be communicated to the Advisor by email or through the Platform at least 15 days before taking effect. Continued use of the Platform after the effective date of an amendment constitutes acceptance. If the Advisor does not accept an amendment, they may terminate their subscription before the amendment takes effect.

14.4 — No Waiver

No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver of that right or remedy.

14.5 — Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.6 — Entire Agreement

This Agreement, together with ProKey's Privacy Policy and the applicable subscription plan documentation, constitutes the entire agreement between the parties with respect to the Platform and supersedes all prior agreements, representations, and understandings relating to the same subject matter.

14.7 — Force Majeure

ProKey shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including natural disasters, government actions, internet infrastructure failures, or third-party service outages.

14.8 — Assignment

The Advisor may not assign or transfer this Agreement or any rights hereunder without ProKey's prior written consent. ProKey may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its business assets.

14.9 — Notices

Notices under this Agreement shall be sent by email to the Advisor's registered email address (for notices to the Advisor) and to support@prokey.in (for notices to ProKey). Notices are effective on confirmed delivery.