OroPocket Partner Agreement
Version 2026-08-v2
This is the standard agreement between SoulMachine Innovations Private Limited (operating as OroPocket) and every partner going live on the developer platform. It covers all integration modes — the hosted embed, the server-to-server API, and send/gifting — with mode-specific clauses applying to whatever is enabled on your account.
The canonical, legally-binding acceptance happens in-app at the agreement step of the Go Live wizard, where your signature is recorded with a timestamp and a SHA-256 hash of the exact text. This page is a reference copy of that same text.
1. Parties, acceptance and scope
This Partner Agreement ("Agreement") is between SoulMachine Innovations Private Limited, a company incorporated under the Companies Act, 2013 with registered office at House No. S-6A, Third Floor, Shriniwaspuri Extension, New Delhi 110065, India, operating as "OroPocket" ("OroPocket", "we", "us"), and the entity named in your go-live application ("you", the "Partner"). By accepting this Agreement electronically you confirm that you are authorised to bind that entity, and this Agreement takes effect on the date of your acceptance. It governs your use of the OroPocket developer platform, the sandbox and live partner APIs, and every integration mode enabled on your account — the hosted embed, the server-to-server API, and send/gifting distributions. Clauses specific to a mode or feature apply only where that mode or feature is enabled for you. Your electronic acceptance, recorded with a timestamp and a hash of this text, is valid and binding; each revised version of this Agreement requires a fresh acceptance and the version you last accepted continues to govern until you accept a later one.
2. Your role and its limits
You integrate the platform as a distribution and technology partner only. You must not: (a) provide investment advice, portfolio management, recommendation or solicitation to any end user in respect of digital gold or digital silver; (b) hold yourself out as a bank, deposit-taking institution, payment system operator, custodian, or provider of any regulated financial service in connection with this integration; (c) perform custody, KYC adjudication or settlement, all of which remain with OroPocket even where your systems transmit end-user instructions; (d) hold, pool or claim to hold digital gold or digital silver on trust for end users, or issue any instrument, certificate, voucher or token purporting to represent an entitlement to bullion held by OroPocket; (e) quote any price for digital gold or digital silver other than the price returned by the API, plus only such merchant markup as is expressly enabled on your account; (f) register any end user under an identity, mobile number or contact detail that is not that individual's own, or aggregate two or more individuals under a single user code; or (g) promise or imply a guaranteed, assured or protected return, a locked-in future price, or describe the assets as risk-free or capital-protected. Digital gold and digital silver are market-linked, their value can fall, they are not bank deposits, are not insured by the DICGC or any deposit insurer, and are not securities or regulated investment instruments under any SEBI or RBI framework. Your end-user-facing communications must reflect this accurately.
3. Credentials and security
You are issued separate sandbox and live credentials; live credentials are issued only after completion of business verification (KYB), identity verification (KYC) of your authorised person, and approval of your go-live application. You must: (a) store bearer tokens exclusively on server-side infrastructure in a secure secret-management system — never in client-side code, mobile application binaries, public or private repositories, logs, error-reporting or analytics tools, or any medium accessible to an end user or unauthorised third party; (b) restrict token access to named personnel on a need-to-know basis; (c) notify us in writing within twenty-four (24) hours of any suspected or actual compromise and immediately regenerate the token — regeneration in a given mode automatically invalidates the prior token in that mode; and (d) supply an idempotency key on all mutating calls as the documentation requires. You are responsible for all activity under your credentials, including duplicate transactions arising from a failure to use idempotency keys correctly. Webhook endpoints you register, and the signing secret issued for them, are credentials under this clause: keep the secret server-side, verify the signature on every delivery, and rotate the secret on suspected compromise. Webhook deliveries are made at least once and retried — deduplicate on the event identifier. Webhooks are a convenience layer only; the API ledger remains the authoritative record. We may update, extend or deprecate the APIs, webhooks and documentation from time to time, and will give reasonable prior notice of breaking changes to endpoints you use, save where security, stability, law or a banking partner requires immediate change. Sandbox activity is simulated: it moves no money, accrues no commission, and must never be represented to any end user as a real holding, price or entitlement. We may revoke or suspend credentials immediately, without prior notice and without liability, where we have reasonable grounds to believe they are compromised, misused, or used in breach of this Agreement.
4. Custody and title
All digital gold on the platform is 24-karat gold of 999 or higher purity and all digital silver is of 999 purity, fully backed at all times by physical bullion held in insured vaults operated by custodians we appoint and may replace with custodians of equivalent or superior standing. We maintain, at our cost, insurance covering standard custodial risks of the physical bullion. Title to assets credited to an end user vests in that end user to the extent of their digital holdings, subject to our operational and custodial arrangements. Title to assets in your own partner wallet vests in you until you send or gift them, at which point it passes to the recipient. The sale of digital gold and silver is made by OroPocket directly to the relevant end user; you do not at any point acquire, hold or resell title to end-user assets, and amounts you pay toward end-user purchases are paid as collection and technology agent for that end user out of monies you have lawfully collected from them. Your integration reads and acts only on the portion of an end user's holdings transacted through your integration. End users always retain full control of their combined holdings through OroPocket's own channels, and their own activity outside your integration — sells, gifts, deliveries or withdrawals — may reduce the balance visible or available to your API. Such reduction is the end user exercising ownership of their own assets; it is not a shortfall, custody failure or breach, and gives rise to no claim against us.
5. Pricing, quotes and execution
Quotes lock a rate for the validity period stated in the API response. A quote alone is not a guaranteed execution: a price is final only upon a successful confirmation response, and quotes not confirmed within their validity expire. Every quote itemises the applicable rate, fees, taxes and grams; you are solely responsible for disclosing these to your users accurately before each transaction, and you bear all liability arising from inaccurate, incomplete or misleading price, fee or tax disclosure in your interface. A confirmed transaction is final and irrevocable. There is no cancellation, refund or reversal of a confirmed order, except that where fulfilment fails after your wallet has been debited the debit is reversed automatically and the order is voided. Recurring plans (SIPs) execute each installment as a fresh transaction at the then-prevailing rate under the end user's mandate. Operations that move an end user's own holdings — sells, gifts to other users, withdrawals and physical delivery — execute only on that end user's own authenticated instruction and, where required, approved KYC; your integration transmits those instructions but cannot originate them. Physical delivery, where enabled on your account, converts holdings into minted coins shipped to the end user's address. Rupee charges for metal (in buy mode), minting, insured delivery and taxes are billed to your partner wallet as itemised in the delivery quote; an order the wallet cannot fund rolls back in full; and a dispatched order is irrevocable. You are responsible for the accuracy of the recipient and address details your integration submits. You must not exploit quote validity windows for pricing arbitrage. We may reject or delay transactions during periods of extreme market volatility, and may temporarily suspend buying, selling or delivery during liquidity disruption, upstream vendor, mint or price-feed failure, banking outages, or regulatory action, notifying you as soon as practicable. We are not liable for market movement between display and execution or for delays on your side.
6. Fees
There is no per-call or monthly platform fee for the APIs. Send and gift distributions carry the platform fee stated in the relevant quote at the time of the transaction. Where a merchant markup is enabled on your account, it applies to buys only, is capped at the limit shown on your dashboard, is added on top of our rate, is funded by you at the time of the order, and is held and returned to you through your monthly statement; commission is always computed on our rate and never on your markup. Any one-time or plan fee you pay (such as an upgrade fee) is non-refundable and is not set off against commission. All amounts under this Agreement are exclusive of GST, which applies in addition at the prevailing rate. We may revise the fee schedule on thirty (30) days' notice; the rates in force at the time of each quote apply to that transaction.
7. Partner wallet and funding
Your partner wallet operates on a prepaid basis unless a postpaid facility is expressly enabled on your account. Orders are debited at confirmation; an order the wallet cannot cover fails, and we bear no liability to you or any end user for such failure. Amounts standing to the credit of the wallet are an advance against future orders: they are not a deposit, bear no interest, confer no proprietary interest on any end user, and may be applied by us toward orders and any amounts you owe under this Agreement. You represent on a continuing basis that all monies used to fund the wallet are lawfully collected and free of third-party encumbrance. Where a postpaid facility is enabled: dues must be settled in cleared funds within two (2) business days of the relevant debit; unpaid amounts carry interest at 1.5% per month or part thereof from the due date; the credit limit may be reduced, suspended or withdrawn prospectively at any time on written notice; and where any due remains unpaid beyond two (2) business days we may suspend further buys while keeping sell and withdrawal capabilities open so end users are never prevented from accessing their holdings. If a negative balance arises from any technical cause you must replenish it within twenty-four (24) hours of notice. We may set off any amount you owe us against any amount we owe you and against your wallet balance, notifying you within two (2) business days. Your funding obligations are debts payable in full and are not damages claims subject to the liability cap in clause 15.
8. Commission and attribution
Where commission is enabled on your account, it accrues at the rates shown on your dashboard, snapshotted at the time each commission entry is written — later rate changes never affect prior entries. It accrues on two bases: (a) integration-routed transactions — qualifying buy orders (including each recurring-plan installment) and, where a sell rate is enabled for your account, qualifying sell orders executed through your integration, for so long as this Agreement remains in force; and (b) attributed-user activity — where attribution commission is enabled for your account, qualifying transactions executed by your attributed users during the attribution window shown on your dashboard, measured from the user's account creation, after which accrual on that user's activity outside your integration stops. Attribution is exclusive: an end user is attributed to at most one partner, set once at the moment a brand-new account is created through your integration, and never re-attributed afterwards; users who already held an OroPocket account when first linked to your integration never attribute to you, and the API's newly-created flag is conclusive. Where a sell rate applies, sell commission is payable only in a calendar month in which combined qualifying volume meets the threshold configured for your account and shown on your dashboard; where the threshold is not met, that month's sell commission is void in full and buy commission is unaffected. Referral-based attribution or commission applies only where expressly enabled for your account in writing. No commission accrues on: assets you send or gift from your own partner wallet — distributions carry no commission or revenue share; transactions of non-attributed users outside your integration; reversed, refunded or unwound transactions — the corresponding entry is voided automatically, including retroactively, and settled amounts are recovered by set-off or invoice; sandbox activity; promotional issuances by us — including any Bitcoin cashback, referral, streak or milestone rewards — which are discretionary consumer benefits we may vary or withdraw at any time, are never payable to you or your affiliates, and create no partner entitlement; and non-qualifying transactions. A transaction is non-qualifying if it is not a genuine, contemporaneous instruction of the end user; if it is a sell executed within seven (7) days of the matched buy (matched first-in-first-out per user and per asset); if, alone or as part of a pattern, its purpose or effect is to inflate volume or commission with no genuine savings purpose for the user; or if it is on an account created or controlled by you, your promoters, employees, contractors or persons acting at your direction, outside that person's own genuine savings. We may, acting reasonably and with written notice of our analysis, exclude non-qualifying transactions, withhold associated commission, and claw back commission already settled. Deliberate or repeated breach of this clause is a material breach of this Agreement.
9. Statements and settlement
Each calendar month's accrual is finalised on the first (1st) day of the following month at 01:00 IST, and a statement is published on your dashboard by the seventh (7th) business day of that month. Any discrepancy must be raised in writing within fifteen (15) business days of publication, failing which the statement is deemed accepted in full; nothing prevents either party correcting a manifest error. You then raise a GST-compliant invoice for the net amount within fifteen (15) business days, and we settle undisputed invoices within fifteen (15) business days of receipt of a valid invoice by bank transfer to your registered account, subject to our set-off rights. Where part of an invoice is genuinely disputed we settle the undisputed part on time and explain the dispute in writing within five (5) business days. Withholding tax required by law is deducted and certified. Our API records, transaction ledger and wallet ledger are the authoritative record of all transactions, wallet movements and commission entries.
10. Compliance and prohibited conduct
You will comply with all applicable Indian law, including the Prevention of Money Laundering Act 2002, the Foreign Exchange Management Act 1999, the Digital Personal Data Protection Act 2023, the Information Technology Act 2000, the Consumer Protection Act 2019, and every law governing your own products and platform — including any savings scheme, instalment plan, rewards programme, gaming, e-commerce or fulfilment activity you operate. The integration must not be used, directly or indirectly, for money laundering, financing of terrorism, sanctions evasion, tax evasion, benami transactions, fraud, or the conversion or disguising of gambling or gaming proceeds as investment assets; and no reward, points or gift-card mechanic of yours may be structured to that effect or presented as redeeming winnings into gold. Any scheme you operate must not constitute a deposit under the Companies Act 2013 or a prize chit or money circulation scheme under the 1978 Act. Anything you sell, redeem into or fulfil with transaction proceeds — goods, jewellery, vouchers or services — is entirely your own leg: your sourcing, pricing, invoicing, taxes, delivery, quality, hallmarking where applicable, warranties and consumer claims. We have no responsibility for it, and you will represent that consistently. You will provide information we reasonably require for our own legal and regulatory obligations within five (5) business days of request, and we may audit your reward flows, redemption structures and transaction patterns on reasonable written notice. We may modify transaction limits, KYC requirements, payment rails or compliance procedures as required by law, a banking partner, or reasonable regulatory judgement, and may pause, throttle or suspend the service in whole or part for risk management, system stability, fraud prevention or compliance — with advance notice where practicable, and prompt notice otherwise. Where suspension is not caused by your default, we will use reasonable efforts to preserve end users' ability to redeem and withdraw existing holdings.
11. Data protection
Each party will comply with the Digital Personal Data Protection Act 2023 and all other applicable data protection law, processing end-user personal data only as necessary to perform this Agreement. Before transmitting any individual's personal data to us you must hold that individual's valid, informed consent, supported by compliant notice, covering: creation of their OroPocket account; transfer of their identity, contact, KYC and bank details to us for account creation, KYC, custody, settlement, withdrawal and compliance; our retention of that data as law requires; and our contacting them directly where reasonably necessary for account continuity, custody, security or compliance. You will retain evidence of consent and produce it within five (5) business days of request, and forward to us any withdrawal, correction or grievance that concerns data we hold. You must handle KYC documents and Aadhaar data strictly per law: transmit only what is needed, never display an unmasked Aadhaar number, never place KYC documents or Aadhaar data in any analytics, logging, error-reporting, messaging or AI tool, and delete documents from your systems promptly once submitted to us. Personal data the APIs return to you is masked; you will not attempt to re-identify end users beyond what the APIs expose. Each party will notify the other within twenty-four (24) hours of any breach affecting end-user personal data or credentials and cooperate fully in remediation and any required notifications. On termination you will delete all end-user KYC material and our confidential information, save what law requires you to retain, and certify deletion on request.
12. Intellectual property and non-circumvention
Each party retains all right, title and interest in its own intellectual property; nothing here transfers ownership. We grant you a limited, non-exclusive, non-transferable, revocable licence to use our APIs, documentation and brand assets solely for the integration and for approved communications during the term; you grant us a like licence to use your name and logo for the partner dashboard, internal records and, with approval, joint marketing. All public references to the partnership, and any end-user-facing material naming OroPocket, require our prior written approval. You must not reverse engineer, decompile or derive source from the APIs; nor sell, sublicense, redistribute, frame, mirror or provide them on a service-bureau basis. During the term and for twelve (12) months after, you will not: use our documentation, API design, data models, commercial terms or other confidential information to build, specify or assist a competing digital bullion integration or platform; solicit our custodians, bullion suppliers or infrastructure providers disclosed to you in order to replicate this arrangement; or migrate, or solicit the migration of, any attributed user or their holdings to a competing digital gold or silver provider. This Agreement is non-exclusive on both sides: we may partner with any third party, including your competitors, and you may integrate other products, subject always to this clause. Anonymised, aggregated analytics derived from platform transactions may be used by us for product improvement, fraud monitoring and reporting.
13. Confidentiality
"Confidential Information" means non-public information disclosed by either party in connection with this Agreement, including the terms of this Agreement, credentials, documentation, commercial terms and rates, end-user and transaction data, wallet balances, business plans and know-how. Each party will use the other's Confidential Information only to perform this Agreement and disclose it only to personnel and advisers who need it and are bound at least as strictly. The obligations do not apply to information that is public without breach, independently developed, lawfully received from a third party, approved for disclosure, or required to be disclosed by law — with prompt notice where lawfully permitted. These obligations survive for three (3) years after termination, and indefinitely for trade secrets and end-user personal data. Unauthorised disclosure may cause irreparable harm, and the disclosing party may seek injunctive relief in addition to any other remedy.
14. Warranties and disclaimers
Each party warrants that it is duly organised and validly existing; that it has full power, authority and approvals to enter into and perform this Agreement; that performing it breaches no law or other agreement binding on it; and that information it provides is true, accurate and complete in all material respects. You additionally warrant, on a continuing basis, that your business holds every licence, registration and approval it requires, and that you will promptly notify us of any change in your regulatory status, control or operations that could materially affect this Agreement. We warrant that assets sold through the platform meet the purity and custody standards in clause 4. The platform and APIs are otherwise provided "as is" with commercially reasonable efforts. We target high availability and prompt incident response but do not warrant uninterrupted, error-free operation, and no uptime guarantee or service credit applies under this standard Agreement. Features described in the documentation as forthcoming, beta or on the roadmap may change or be withdrawn and create no entitlement. All conditions and warranties implied by law are excluded to the fullest extent permitted.
15. Indemnity and liability
You will indemnify and hold harmless OroPocket, its affiliates, directors, officers and employees against direct losses, damages, penalties, costs and expenses (including reasonable legal fees) arising from: your breach of this Agreement or of applicable law; any inaccurate, unlawful or misleading marketing, pricing or communication to end users; any compromise of credentials attributable to you; fraudulent or unauthorised activity originating from your systems or personnel; any claim arising from your own schemes, rewards, fulfilment or goods; and any misuse prohibited by clause 10. We will indemnify you against direct losses arising from: our breach of applicable law in providing the platform services; custody failure, theft or shortfall in physical bullion attributable to us or our custodians; and infringement of third-party intellectual property rights by the platform. Except for liability arising from fraud, wilful misconduct or gross negligence; breach of clause 10 (compliance), 11 (data), 12 (IP and non-circumvention) or 13 (confidentiality); or credential compromise attributable to you — neither party's aggregate liability under this Agreement exceeds the total amounts paid or payable between the parties under it in the twelve (12) months preceding the claim. Neither party is liable for indirect, incidental, consequential, special, punitive or exemplary damages, including loss of profits, business, goodwill or data. Nothing in this clause limits your obligation to pay wallet dues, interest, fees or clawed-back commission, each of which is a debt payable in full.
16. Term, suspension and termination
This Agreement runs from your acceptance until terminated. Either party may terminate for convenience on thirty (30) days' written notice. Either party may terminate immediately where the other commits a material breach not cured within thirty (30) days of notice, or becomes insolvent or subject to analogous proceedings, or loses a licence necessary to its business. We may terminate or suspend immediately, without a cure period, for fraud, breach of clause 8 (transaction integrity), clause 10 (prohibited conduct), clause 12 (non-circumvention), credential compromise, persistent funding default, or where required by law or a banking partner. On termination: end users retain their holdings, which remain bullion-backed in custody, and can always access, redeem and withdraw them, including through OroPocket's own channels; new buys through your integration stop; for ninety (90) days sell and withdrawal capabilities remain enabled so end users can exit in an orderly way, and you will keep those journeys working in your application and notify affected users in a form we approve — save that we may shorten or dispense with this period where termination arises from your fraud or unlawful use, and deal with end users directly; all credentials are revoked at the end of that period; your remaining wallet balance is refunded within thirty (30) days net of dues, interest, clawbacks, set-offs and amounts reasonably retained for pending reversals or disputes; and accrued commission on qualifying transactions is settled in the ordinary course unless termination arises from your material breach. Clauses 4, 5, 7 (as to dues), 8 (as to reversals and clawback), 9 (as to accrued amounts), and 10 through 18 survive termination to the extent of their nature.
17. Force majeure
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, government or regulatory action, war, terrorism, cyberattack, network or infrastructure failure, banking or payment system outages, and upstream custodian, vendor or price-feed disruption. The affected party will notify the other promptly, mitigate diligently, and resume performance as soon as the event subsides. A force majeure event does not excuse a payment obligation that has already fallen due. If an event continues for more than sixty (60) consecutive days, either party may terminate on written notice, subject to the end-user continuity provisions of clause 16.
18. Governing law, disputes and general
This Agreement is governed by the laws of India. The parties will first attempt to resolve any dispute through good-faith negotiation between senior representatives within thirty (30) days of written notice. Failing that, the dispute will be finally resolved by binding arbitration under the Arbitration and Conciliation Act 1996 before a sole arbitrator mutually appointed or, failing agreement within fifteen (15) days, appointed by the Delhi International Arbitration Centre; the seat and venue is New Delhi and the language is English. Subject to arbitration, the courts of New Delhi have exclusive jurisdiction, including for interim and injunctive relief. The parties are independent contractors; nothing here creates an agency (save the limited collection agency in clause 4), partnership, joint venture or employment relationship. You may not assign this Agreement without our prior written consent, which we may withhold where the assignee is a competitor or fails our verification standards; either party may assign to an affiliate or successor in a merger or restructuring on written notice. Notices may be given by email to the addresses on the parties' registered profiles and are deemed received on the next business day absent a delivery failure. No delay in enforcing a right waives it; if a provision is unenforceable the rest stands, modified minimally to preserve intent. This Agreement, together with your go-live application, the API documentation, and the commercial terms displayed on your dashboard, is the entire agreement between the parties on its subject matter and supersedes prior discussions. We may publish revised versions of this Agreement; a revised version applies to you when you accept it, and we may make continued live access conditional on acceptance where a change is required by law, regulation or a banking partner.