Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", "your") and Sleeping Trade LLC, a limited liability company registered in the State of Delaware, USA, doing business in India through the website sleepingtrade.in and associated interfaces (collectively, "we", "us", "our", or the "Service"). These Terms apply to every interaction with the Service, including but not limited to browsing the website, joining the waitlist, subscribing to a paid plan, connecting your broker account through an Application Programming Interface ("API"), receiving trade alerts, and communicating with us by email, WhatsApp, or Telegram.

By accessing or using the Service, by clicking any "I agree", "Sign up", "Subscribe", or similar button, or by allowing the Service to place trades in your broker account, you confirm that you have read, understood, and accepted these Terms in full, that you are at least eighteen years of age, that you have the legal capacity to enter into a contract under the Indian Contract Act, 1872, and that — if you are acting on behalf of an entity — you have the authority to bind that entity. If you do not agree to any provision of these Terms, do not use the Service.

These Terms incorporate by reference our Privacy Policy, Risk Disclosure, Refund Policy, Disclaimer, and Cookies Policy. Together they constitute the complete agreement between you and Sleeping Trade LLC. The "Last Updated" date at the top of this page is the effective date of the current version.

Sleeping Trade LLC is a limited liability company organised and existing under the laws of the State of Delaware, United States of America. The company operates the Service for users in the Republic of India and for non-resident Indians who hold valid Indian trading and demat accounts. We are a technology company that builds software for retail traders; we are not a stock broker, sub-broker, portfolio manager, research analyst, investment adviser, or any other category of intermediary registered with the Securities and Exchange Board of India ("SEBI"), and we do not hold custody of user funds at any time.

For correspondence with the Service, the principal contacts are:

• Legal correspondence: legal@sleepingtrade.in
• Customer support: support@sleepingtrade.in
• Refunds and billing: support@sleepingtrade.in with subject line "REFUND REQUEST" or "BILLING"
• Postal address: Sleeping Trade LLC, Delaware, United States of America. Full registered-office address is available on request to verified users.

The Service provides the following functions, subject to the plan you subscribe to:

3.1 What we provide

• Algorithmic strategy execution: proprietary, rules-based strategies designed for the Indian futures and options ("F&O") segment. Strategies generate signals which, on Auto-Trade plans, are placed as orders in your broker account through the broker's official API.
• Trade signal delivery: on the Signal Only plan, signals are delivered to you via WhatsApp and/or Telegram for you to execute manually. We do not place trades for Signal Only users.
• Operational alerts: entry, exit, modification, and stop-loss notifications; daily and weekly profit-and-loss summaries; margin warnings; and end-of-day reconciliations.
• Customer support: response to operational, billing, and onboarding queries through email and WhatsApp during stated hours.

3.2 What we do NOT provide

• We do not provide investment advice, portfolio-management services, research analysis, or any other service requiring SEBI registration. The Service is a technology product for users who have decided independently that they wish to deploy a systematic, rules-based strategy.
• We do not guarantee returns. We do not promise that any plan will be profitable. Past performance, including any backtested or live track record displayed on our website or in our communications, is not a reliable indicator of future performance.
• We do not custody your funds. Your money remains in your demat and trading account with your broker at all times. We connect to that account through trade-only API permissions; the API does not permit fund withdrawals or transfers.
• We do not provide tax, legal, or accounting advice. You are responsible for consulting your own qualified advisers.

3.3 Difference between Signal Only and Auto-Trade plans

On the Signal Only plan, we send you signals which you execute (or do not execute) at your sole discretion through your own broker terminal. On Auto-Trade plans (Starter, Pro, Elite, Premium Personal), our backend places, modifies, and cancels orders directly in your broker account through the API based on the strategy stack you have subscribed to. Auto-Trade plans require additional setup, including IP whitelisting at the broker and a daily token refresh in the case of Zerodha. The functional difference between the plans is summarised on the pricing page.

To use the Service you must satisfy each of the following at the time of signup and for the duration of your use:

• You are a natural person at least eighteen years of age, with the legal capacity under the Indian Contract Act, 1872 (or, where you are not resident in India, under the law of your jurisdiction of residence).
• You hold a valid trading and demat account with one of the supported Indian brokers, currently Zerodha, Upstox, Angel One, HDFC Securities, or ICICI Direct, or a successor broker we add from time to time. You hold the broker account in your own name; we do not support third-party or operator accounts.
• You hold sufficient capital in that account to satisfy the minimum capital requirement for the plan you subscribe to. The capital ranges and minimums are listed on the pricing page and may be updated from time to time.
• You are an Indian resident, a Non-Resident Indian holding an NRO or NRE trading account permitted to trade Indian securities, or otherwise an individual whose residence and tax status permit you to trade Indian securities through your broker.
• You are not currently barred or suspended from trading by any order of SEBI, the National Stock Exchange of India, the Bombay Stock Exchange, the Reserve Bank of India, or any court or tribunal, and you are not a person against whom such an order is reasonably likely.
• You are not a Politically Exposed Person of a kind that requires enhanced due diligence under the Prevention of Money Laundering Act, 2002, or you have disclosed that status to your broker and to us.
• You are not subject to economic sanctions, asset-freezing orders, or trade restrictions imposed by the Government of India or by the United States Government, nor are you a resident of a country comprehensively sanctioned by the Office of Foreign Assets Control of the US Treasury.

We may, at our discretion and without giving reasons, refuse service to any individual whom we reasonably believe does not meet these criteria, or whose continued use of the Service may pose a regulatory, reputational, or operational risk. Refusal of service does not limit any refund rights you may have.

To create an account you will be asked to provide certain information including your full legal name, email address, mobile number, the broker you intend to connect, and the capital range you have selected. You must provide accurate, current, and complete information and update it promptly when it changes. Providing materially false information is grounds for immediate termination and may constitute an offence under the IT Act 2000 in addition to any private remedies we may pursue.

You are responsible for safeguarding your account credentials, including your password and any two-factor authentication device. You must not share your credentials with any third party, including a family member who is not the account holder, an employee, a "trading mentor", or any other person. Any activity carried out under your credentials is presumed to be carried out by you. If you believe your credentials have been compromised, change your password immediately and notify us at support@sleepingtrade.in.

One account per user. Creating multiple accounts to abuse trial offers, evade past suspensions, or split capital across accounts to avoid plan-tier requirements is a material breach of these Terms and grounds for permanent ban without refund.

Auto-Trade plans require you to grant us API-based access to your broker account. The mechanism is as follows:

• You log in to your broker dashboard and generate an API key and secret. Some brokers (notably Zerodha) require you to authorise the connection to our application from your broker's app store.
• You paste the API key and secret into our secure setup screen. We exchange the request token for an access token using the broker's standard OAuth flow.
• The access token is encrypted at rest using AES-256 with keys held in AWS KMS, and is decrypted in memory only at the moment of use to place an order.
• The access scope is "trade-only": it permits placement, modification, cancellation, and querying of orders, and querying of positions, holdings, and margins. It does not permit fund withdrawals, fund transfers, demat off-market transfers, or changes to bank or nominee details.
• For Zerodha specifically, the access token expires daily at 06:00 IST per Zerodha's design. You must perform a one-click daily login to refresh the token. We send a reminder via WhatsApp until you complete the refresh.

6.1 IP whitelisting

Some brokers require you to whitelist our outbound server IP addresses in your broker dashboard. Our current outbound IP ranges are listed in the help centre and updated when our infrastructure changes; we provide a minimum thirty days' notice before retiring any IP range.

6.2 Revocation

You may revoke our API access at any time from your broker dashboard. Revocation takes effect immediately at the broker side and within sixty seconds at our side as we receive the next failed API call. Open positions placed by us remain in your account; we cannot close them once access is revoked, and you should manage them yourself or re-authorise within the same session.

The Service is offered on a subscription basis. The current plans, their features, capital ranges, and prices are listed on the pricing page. Plans currently include Signal Only at ₹999/month, Starter at ₹4,999/month, Pro at ₹12,999/month, Elite at ₹29,999/month, and Premium Personal at ₹79,999/month, with annual prepayment options that offer up to forty percent discount.

7.1 Billing cycle

Plans are billed in advance for the period selected (monthly, six-monthly, or annual). The billing date is the day of the month on which you first subscribed. Annual plans renew on the same calendar date one year later.

7.2 Auto-renewal

Subscriptions renew automatically at the end of each billing period unless cancelled at least seventy-two hours before the renewal date. Razorpay e-mandates may be used for auto-collection of monthly subscriptions; UPI auto-pay limits and any RBI rule applicable to recurring digital payments will be observed.

7.3 Price changes

We may revise prices for new subscriptions at any time. Existing subscribers are protected from price increases during their current paid period; on the next renewal, the new price applies and we will give at least thirty days' written notice before the renewal. If you do not wish to accept a price change, you may cancel before the renewal date and avoid any further charge.

7.4 Upgrades and downgrades

You may upgrade to a higher plan at any time; the price difference is charged on a pro-rated basis. Downgrades take effect at the end of the current billing period; we do not refund the difference for the unused portion of the current period unless our Refund Policy specifically provides for it.

All payments are processed by Razorpay, a regulated payment aggregator authorised by the Reserve Bank of India. We accept the payment instruments enabled by Razorpay for our merchant account, currently including UPI, credit cards (Visa, MasterCard, RuPay), debit cards, net banking from major Indian banks, and Razorpay Wallet. Foreign cards may be supported on a case-by-case basis. We do not see, store, or process your raw card or bank details; that information flows directly between you, your bank, and Razorpay.

All prices are quoted in Indian Rupees and include applicable Goods and Services Tax ("GST") at the rate prevailing on the date of invoice. A GST-compliant tax invoice is generated and emailed to your registered email within three business days of payment, and is also available for download from your account dashboard. If you require GST input credit, please ensure your GSTIN is recorded in the dashboard before invoicing; we cannot retroactively re-issue invoices once they are filed in our outward supplies for the relevant tax period.

If a payment fails, we will retry it up to three times over the next forty-eight hours. If all retries fail, the Service will be suspended until payment is received. Repeated payment failures may be grounds for termination. You are responsible for ensuring that the payment method on file has sufficient funds and is not expired or blocked.

Our refund and cancellation rules are set out in detail in the Refund Policy. In summary:

• Cooling-off period: first-time subscribers are entitled to a full refund within seven days of the first paid subscription, except where the Service has been actively used to place trades under the subscription, in which case any refund is calculated on a pro-rated basis less the cost of trades executed.
• After the cooling-off period: refunds are not available for change of mind, dissatisfaction with returns, or trading losses.
• Annual plans: a fourteen-day cooling-off applies to first-time annual subscribers.
• Cancellation effect: cancellation takes effect at the end of the current billing period; access continues until then.

To request a cancellation or refund, write to support@sleepingtrade.in with the subject line "REFUND REQUEST" or "CANCELLATION", quoting your registered email and order ID. We will acknowledge within two business days and respond substantively within seven business days.

By using the Service you agree to the following ongoing responsibilities. Failure to meet them may result in suspension or termination, and may also expose you to losses for which we cannot be held responsible:

• Accurate information: keep your name, email, mobile number, broker selection, and capital range up to date.
• Broker account hygiene: maintain a valid demat and trading account with your broker; respond promptly to any KYC, re-KYC, or risk-disclosure requirements raised by the broker; and keep your broker login credentials secure.
• Sufficient margin and capital: ensure that the funds in your trading account are sufficient to support the lot sizes and risk profile of your chosen plan. We cannot place trades that exceed the margin available in your account; orders that fail because of insufficient margin are your responsibility.
• Daily token refresh (Zerodha): perform the once-daily login required by Zerodha to refresh the API access token. We send reminders, but the act of login is yours.
• Trade monitoring: review the daily PnL summary, the weekly review, and any alerts we send. While the strategy is automated, your account is yours, and you remain ultimately responsible for what happens in it.
• Broker outages: understand that we cannot place orders if the broker's system is down. We will notify you of known outages, but we are not liable for missed entries or exits caused by broker downtime.
• No reverse engineering: do not attempt to reverse engineer, decompile, scrape, or copy the Service or our strategies; do not extract or redistribute strategy signals to third parties.
• No credential sharing: do not share your account credentials or API keys with any third party.

You must not use the Service for any of the following purposes; doing so is a material breach of these Terms and may also constitute a violation of Indian and US law:

• Trading in violation of any law, rule, or regulation, including front-running, circular trading, manipulative practices, insider trading under the SEBI (Prohibition of Insider Trading) Regulations, 2015, or any conduct that constitutes market abuse under the SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003.
• Using the Service to launder money, finance terrorism, or otherwise breach the Prevention of Money Laundering Act, 2002 or comparable US regulations including the Bank Secrecy Act and OFAC sanctions.
• Sharing your API keys with any third party, reselling or sub-licensing access to the Service, or operating the Service as a managed account on behalf of another person.
• Attempting to gain unauthorised access to the Service or any user's account, probing for vulnerabilities without prior written authorisation, exploiting bugs, or interfering with the operation of the Service through automated means.
• Reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code, training data, or algorithmic logic of the Service, except to the limited extent expressly permitted by mandatory provisions of applicable law.
• Creating multiple accounts to abuse cooling-off, free-trial, or referral incentives.
• Using the Service in any manner that could damage, disable, overburden, or impair the Service, or interfere with another user's use and enjoyment.

We reserve the right to investigate suspected violations, freeze accounts pending investigation, and pursue appropriate civil, criminal, and regulatory remedies.

The Service, including all software, source code, algorithms, machine-learning models, training data, weights, configurations, dashboards, content, designs, logos, trade names, trade dress, and documentation, is the property of Sleeping Trade LLC or its licensors and is protected by Indian and US copyright, trademark, patent, and trade-secret law. Subject to your compliance with these Terms, we grant you a personal, limited, non-exclusive, non-transferable, revocable licence to access and use the Service for the duration of your subscription and only for your own personal trading.

You acknowledge that nothing in these Terms transfers any ownership in the Service or any intellectual-property right to you. You may not copy, modify, create derivative works of, publicly display or perform, publicly distribute, sub-license, sell, or otherwise commercialise any part of the Service. Feedback you provide voluntarily — for example, feature requests or bug reports — is licensed to us on a perpetual, irrevocable, royalty-free, worldwide basis to use, modify, and incorporate into the Service.

Trading involves risk. The Indian futures and options segment is leveraged and capable of producing losses that exceed your initial margin. SEBI's 2025 study found that 91% of individual F&O traders made net losses, with average losses far exceeding average gains. While disciplined, rules-based execution can improve outcomes for some traders, automation does not eliminate market, execution, or systemic risk.

We are not SEBI-registered. We are not a registered investment adviser, research analyst, portfolio manager, stock broker, or any other category of intermediary. The Service does not constitute investment advice, financial advice, or research for the purposes of any Indian or US regulation. You should consult an appropriately registered professional before making investment decisions.

We are not RBI-regulated. We do not accept deposits, hold customer funds, or act as a payment aggregator. Razorpay, our payment partner, is RBI-authorised; that authorisation does not extend to us.

Past performance does not guarantee future results. Any backtested or live track record displayed on the website or in our communications is illustrative; live performance under your account may be materially different. We make no guarantee of profit, capital preservation, or any specific level of return.

To the maximum extent permitted by applicable law, our total liability to you for any cause of action arising out of or relating to these Terms or your use of the Service is limited to the lesser of (a) the amount of subscription fees actually paid by you to Sleeping Trade LLC during the three months immediately preceding the event giving rise to the claim, or (b) ₹50,000. This cap applies in the aggregate to all claims and is not multiplied by the number of incidents, transactions, or causes of action.

In no event shall Sleeping Trade LLC, its affiliates, directors, officers, employees, or agents be liable for any of the following, whether in contract, tort (including negligence), strict liability, or any other theory: (i) trading losses or missed trading gains, including those caused by adverse market movements, broker outages, API failures, network failures, force majeure, or any factor outside our reasonable control; (ii) loss of profits, loss of revenue, loss of business, loss of goodwill, or loss of opportunity; (iii) loss of data, except to the extent we have failed to comply with the security obligations expressly stated in our Privacy Policy; or (iv) any indirect, incidental, consequential, special, exemplary, or punitive damages.

Nothing in these Terms excludes or limits liability for death or personal injury caused by our gross negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be excluded under applicable Indian or US law. Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, our liability is limited to the maximum extent permitted by law.

You agree to defend, indemnify, and hold harmless Sleeping Trade LLC, its affiliates, and their respective directors, officers, employees, contractors, and agents (each, an "Indemnitee") from and against any and all claims, demands, actions, proceedings, losses, damages, costs, and expenses (including reasonable legal fees and disbursements) arising out of or in connection with: (i) your access to or use of the Service in breach of these Terms; (ii) any violation by you of any law, rule, or regulation, including SEBI regulations, the Income Tax Act 1961, the IT Act 2000, the DPDP Act 2023, or applicable US law; (iii) any violation of any third-party right, including any intellectual-property right or privacy right; (iv) your trading decisions and the consequences thereof; and (v) any false or misleading information you have provided to us.

The Indemnitees retain the right to assume the exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate with any reasonable request from the Indemnitees in connection with the defence.

We aim for at least ninety-nine percent uptime over any given calendar month, measured at the strategy-execution layer during Indian market hours (Monday to Friday, 09:15 to 15:30 IST). We do not, however, contractually guarantee any specific level of uptime, and ninety-nine percent uptime is not a service-level commitment. Planned maintenance is scheduled outside market hours and is announced in advance through email and the user dashboard.

Service availability is impacted by factors outside our reasonable control including (i) outages and rate-limits at brokers, exchanges, and clearing corporations; (ii) outages at internet service providers, AWS regions, or DNS providers; (iii) regulatory directions and circuit breakers; (iv) force-majeure events including but not limited to fires, floods, earthquakes, pandemics, riots, war, and acts of government. We take reasonable steps to mitigate the impact of these events but accept no liability for downtime caused by them.

We may add, modify, suspend, or remove features of the Service from time to time. Where a change materially reduces the functionality of a paid plan, we will notify affected subscribers at least thirty days in advance, and we will offer a pro-rated refund or credit for the remainder of the prepaid period if you choose to cancel within fifteen days of the announcement. We may make non-material changes — such as user-interface refinements, performance optimisations, or back-end refactors — without prior notice.

Continued use of the Service after the effective date of any change constitutes acceptance of the change. If you do not accept a change, your sole remedy is to cancel your subscription before its effective date and seek a refund in accordance with our Refund Policy.

You may terminate your subscription at any time from the cancellation page in your account dashboard or by writing to support@sleepingtrade.in. Cancellation takes effect at the end of the current billing period; access continues until then.

We may suspend or terminate your account, with or without notice, for any of the following reasons: (i) material breach of these Terms; (ii) any conduct that, in our reasonable judgement, exposes us, our other users, or our infrastructure to legal, regulatory, security, or reputational risk; (iii) fraudulent or unauthorised use of payment instruments; (iv) failure to pay subscription fees after the third payment retry; (v) lawful direction from a court, tribunal, or regulator. Where the law permits, we will give you reasonable notice and an opportunity to cure the breach before termination; in cases of fraud, security risk, or regulatory direction, termination may be immediate.

On termination of the subscription: (a) your access to the Service ends at the end of the period for which you have paid; (b) we will revoke any open API connection within seventy-two hours; (c) any open positions placed by us remain in your broker account and are your sole responsibility to manage; (d) we will delete or anonymise personal data in accordance with the retention timelines in our Privacy Policy; and (e) clauses of these Terms that by their nature are intended to survive termination — including disclaimers, limitations of liability, indemnification, intellectual-property, and dispute-resolution clauses — will so survive.

You agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") by written notice to legal@sleepingtrade.in describing the nature of the Dispute and the relief sought. We will respond within twenty-one days of receipt and the parties will engage in good-faith discussions for a further period of thirty days.

If the Dispute is not resolved through these informal discussions, the parties will refer the Dispute to mediation conducted under the Mediation Act, 2023 of India by a sole mediator agreed between the parties, with the seat of mediation in Mumbai, Maharashtra, India. The costs of mediation will be shared equally.

If the Dispute is not resolved through mediation within sixty days of the appointment of the mediator, it will be finally and exclusively settled by arbitration under the Arbitration and Conciliation Act, 1996 of India by a sole arbitrator appointed by mutual agreement, or failing such agreement within thirty days, by the Mumbai Centre for International Arbitration (MCIA). The seat of arbitration will be Mumbai, India; the language will be English; the arbitral award will be final and binding. The parties expressly waive any right to participate in a class, collective, or representative proceeding.

These Terms are governed by and construed in accordance with the substantive laws of the Republic of India, without regard to its conflict-of-laws provisions, save in respect of the corporate existence and governance of Sleeping Trade LLC, which are governed by the laws of the State of Delaware, USA. Where a conflict arises between Indian and US law in respect of an Indian user's substantive rights, the law of India shall prevail in respect of that user.

Subject to the dispute-resolution clause above, the courts of Mumbai, Maharashtra, India shall have exclusive jurisdiction over any matter arising out of or relating to these Terms that is not required by law to be referred to arbitration. For users in California, nothing in these Terms is intended to deprive a California consumer of any non-waivable right under California law; for users in other US states with non-waivable consumer rights, the same principle applies in respect of those rights.

These Terms, together with the documents they incorporate by reference (Privacy Policy, Risk Disclosure, Refund Policy, Disclaimer, and Cookies Policy), constitute the entire agreement between you and Sleeping Trade LLC concerning your use of the Service, and supersede any prior or contemporaneous written or oral agreements between the parties on the same subject. No employee or contractor of Sleeping Trade LLC, and no representation made on social media, in marketing material, or in support correspondence, modifies these Terms unless the modification is in writing, identifies the specific clause being modified, and is signed (electronically or otherwise) by an authorised officer of Sleeping Trade LLC.

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect. Our failure to enforce any provision will not constitute a waiver of that or any other provision.

For all matters relating to these Terms, including questions, complaints, change-of-circumstances notifications, and dispute notices, please use the following contacts:

• Legal: legal@sleepingtrade.in
• Support: support@sleepingtrade.in
• Postal address: Sleeping Trade LLC, Delaware, United States of America. Full registered-office address provided to verified users on request.

We acknowledge messages on every business day in India, with substantive replies within seven business days for routine matters and within fifteen working days for matters that require legal review.