TERMS AND CONDITIONS Last Updated MAY 22, 2023

These Terms are entered between the Astrologer who signs up to become an Astrologer Advisor (“Astrologer”) on the Astrotalk platform. When you sign in as an Astrologer, you are directly contracting with Astrotalk Services Private Limited (Formerly Codeyeti Software Solutions Pvt. Ltd.) by showing your acceptance after clicking on the “I AGREE” button which signifies that the Astrologer has read the Terms of Service carefully and is bound by the same once your selection as an Astrologer Advisory is completed with Astrotalk.

Astrotalk Services Private Limited (Formerly Codeyeti Software Solutions Pvt. Ltd.) (“us” “We”, or “Astrotalk” which also includes its affiliates) is the author and publisher of the internet resource astrotalk.com and is inclusive but not limited to the application “Astrotalk”. ‘Astrotalk’ (together, “Website”) owns and operates the services provided through the Website.

1. NATURE AND APPLICABILITY OF THE TERMS

a. Terms shall include the present Service Terms and Conditions and the Privacy Policy, and both together shall constitute legal Terms (“Terms”) between Astrologer and Astrotalk.

b. Definition of Astrologer
You are considered to be an "Astrologer" if you have represented that you have a recognised Degree/Diploma/Certificate in the category you are registered as an astrologer and register to be an Astrologer with the explicit purpose of providing your consultation to the visitors of the Astrotalk’s Platform. Your Astrologer Registration Form is subject to the approval of Astrotalk, once the same is accepted, your profile will be activated by Astrotalk. Rejection of a profile may occur due to incomplete forms, due to a particular category or subcategory being closed for registration at a particular time or any other reason that may not have been specifically mentioned here and in no way implies a rejection of the Astrologer and his or her qualifications. Astrologer is liable for the authenticity of the degree/diploma or certificate submitted by him/her, your registration can be terminated by Astrotalk if any of the information is found wrong or misleading.

c. Astrotalk reserves its rights to update, change, modify, add or remove the present Terms which shall be duly communicated to you, via Email/or/Website Notification/Application/Other Messaging Services. Your continued use of the Website shall signify your acceptance to the changed terms and conditions.

d. The present terms along with any changes brought in the present service terms and conditions duly communicated to Astrologer in any form shall be binding on both parties.

e. After signing up with Astrotalk, the below terms shall follow: -

i. Astrologer is required to upload a recent profile picture as your specific identity. The Profile Picture once uploaded cannot be changed without raising a request to Astrotalk. Astrologer is prohibited to use the same profile picture once uploaded on Astrotalk, at any other platform or at any other website over the internet till the subsistence of the present Terms. Violation of this clause will attract the deactivation of your profile without any warning issued and a fine of Rs. 51000 by the Compliance team at Astrotalk. By creating a profile on Astrotalk, the astrologer automatically grants to Astrotalk an exclusive, royalty-free, perpetual, irrevocable, worldwide licence (a) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, transmit and display any parts of your profile including but not limited to profile picture, rating, reviews etc. and/or to incorporate it in other works in any form, media, or technology now known or later developed (b) display your profile online and offline and use the same in any marketing, promotional or branding activity on any medium like the internet, print, television etc, and (c) display portions of your Content online or offline and permit others (contractors, vendors, partners etc) to do the same.

ii. Astrologer agrees not to disclose your personal identity on the profile. Astrologers will be assigned a specific display name associated with the profile picture being uploaded by you. The Display Name used at Astrotalk cannot be changed without raising a request with Astrotalk. Astrologers are prohibited to use the same display name on any other platform or on any other website over the internet.

iii. Astrologer is prohibited to publicise your work carried on while providing your services with the above display name and profile picture at Astrotalk without seeking prior written permission from Astrotalk.

iv. Astrologer agrees that he/she shall not use the exact same display name and profile picture for a period of 5 years from the date of termination of this contract/ cessation of your profile/relation with Astrotalk.

v. Astrologer agrees not to disclose your real name/Full name/alias name or any other personal information such as social media details or contact details to any customer being assigned to Astrologer for consultation. Astrologer shall be using only the display name provided to Astrologer by Astrotalk for any communication taking place at the platform either in the form of phone consultation, review, comments etc. Violation of this clause will attract the deactivation of your profile without any warning issued and a fine of Rs. 21000 by the Compliance team at Astrotalk alongwith removal of green tick from your profile.

vi. Astrologer declares and affirms that any information provided by Astrologer to Astrotalk and uploaded by Astrologer on the Website is true and correct to the best of your knowledge and belief. No information provided by astrologers is against the law and illegal. It is agreed between the parties that if any information provided by Astrologer is found to be untrue or wrong, a penalty of Rs. 51,000 shall be imposed and Your profile shall be deactivated immediately without any information to You.

f. By signing up with Astrotalk, Astrologer agrees that Astrologer shall not work/deliver your services on any competitor platform imparting similar services over the internet. Astrologer is also prohibited to use a disguised or alias name while trying to deliver their services (similar to the service being delivered at Astrotalk) on any competitor platform over the internet. Astrologer also agrees not to use the display name and profile picture of your Astrotalk profile on your personal social media handles and website or anywhere on the internet. Violation of this clause will attract the deactivation of your profile without any warning issued and including, but not limited to a fine of Rs. 51000/- & earnings of the last month by the Compliance team at Astrotalk.

g. By signing up with Astrotalk, Astrologer agrees that Astrologer shall not open a similar platform for a period of 5 years from the cessation of your profile/relation with Astrotalk. Astrologers are prohibited to use the Tag of Astrotalk to lure customers advised through the platform Astrotalk. Astrologer may however after the termination of all relations with Astrotalk, choose to work with a similar platform without using the same display name, profile picture and other specific features as detailed above in this clause.

h. By signing up with Astrotalk and after due verification of the details as provided by You, your profile will be created. After your profile has been made live and upon the termination of the present Terms, Astrotalk shall have the right to display your profile on Astrotalk for a continuous period of 3 (Three) years if the profile has not been deactivated/removed for violation of any terms and conditions of the present Terms between the parties.

i. Limitation of Liability

i. Astrologer expressly understands and agrees that Astrotalk, Its affiliates, and any of the foregoing's officers, directors, shareholders, employees, sub-contractors agents etc. shall not be liable to any astrologer or any third party for any direct, indirect, incidental, consequential, special, punitive or exemplary damages (including, but not limited to, loss of business, revenue, profits, use, data or other economic advantages). Astrologer further expressly understands and agrees that Astrotalk disclaims any liability with respect to any claim, suit or action brought by an astrologer in connection with payment for services by the user and the astrologer agrees to indemnify, defend and hold Astrotalk harmless in connection with any such claim made against astrologer. The foregoing limitations and exclusions will apply regardless of whether the cause of action arises in contract, in tort or otherwise, notwithstanding the failure of the essential purpose of any remedy or negligence.

ii. In the event, applicable law does not allow the limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law, and the maximum liability to Astrotalk will be capped at $10 or Rs.500 whichever is higher. This section(limitation of liability) shall survive termination or expiration of this Agreement.

2. OBLIGATIONS AND PERFORMANCE

a. Astrologer Affirmation

The Astrologer warrants that whenever it provides Astrologer services to any user of Astrotalk, it shall do so after exercising a reasonable standard of care or standard of care mandated by his or her profession, whichever is higher.

The Astrologer agrees that the Astrologer:
i. Is at least 18 years of age or an entity recognized by law, and that are authorised to submit an Astrologer registration form, or that you are authorised to represent the person (which may include a legal entity) who is submitting an Astrologer Registration Form, and that you are authorised to sign the Astrologer Registration Form on behalf of yourself or on behalf of the person that you represent and bind him or her.

ii Will provide true, correct and accurate representation of skills, degrees, qualifications, background and other such information, and will maintain and update all such information during the term of this agreement to keep it true, accurate, current and complete.

iii Will maintain such skills, qualifications and other information, including maintaining your status in good standing as a licensed professional in any jurisdiction, as may be required by that jurisdiction, where Astrologers practise your profession.

iv Will not perform services or offer advice in any jurisdiction where Astrologer is not authorised or licensed or in good standing to do so.

v Will Not Diagnose, treat, test, recommend a course of treatment, or otherwise provide or perform services that require an in-person physical examination of a user.

vi will advise Users that your advice is not a substitute for the advice of a physician after a physical examination and that your advice is for informational purposes only.

vii Astrologer also affirms that he will be solely responsible for any prohibited services done by him/her through Astrotalk including but not limited to any Puja, Spells, and Remedies. Under no circumstances will Astrotalk, its affiliates, and their respective officers, directors, shareholders, employees, sub-contractors and agents be liable for these services done by the Astrologer.

b. Zero tolerance / Conduct:

i. Astrologers shall be under obligation to treat the Customer approaching through Astrotalk, in a cordial fashion. Use of any kind of filthy language, imparting threats, etc. shall lead to the deactivation of your profile on Astrotalk for a minimum period of Three (3) Days and shall attract a penalty of Rs. 5100/- for re-activation of your profile. It is further agreed between the parties that the 3 days period can be further extended until the penalty is not paid within 3 days thereafter a penalty of Rs. 100/- INR per day will be imposed on the astrologer until the date of re-activation.

ii. Astrologer is required to maintain proper decorum and answer all kinds of questions being sought by the customer in a peaceful manner. Astrologer agrees that he will not upload the personal information supplied by the customer or display at any place over the internet or any other platform, the reason or purpose of the advice sought from Astrologer by the customer. Any complaint received in such a scenario shall lead to the deactivation of your profile without any warning to you.

iii. Astrologer agrees not to upload, post, email, transmit, or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable on/through Astrotalk.

iv. Astrologer agrees to maintain decorum while replying to any comment posted on Astrotalk inclusive of any comment or review posted by the customer dealt by you. While maintaining decorum Astrologer is prohibited in giving any personal information of the customer and the purpose for which the advice has been sought or any other confidential information revealed to Astrologer during his/her conversation/consultation with the customer.

v. Astrologer agrees not to do any acts which may harm the reputation and interests of Astrotalk including, but not limited to posting negative reviews on any social platform, disclosing the company’s policies to anyone and in general making any defamatory comments of any type or nature whatsoever to anyone about the Company, its employees, officers, directors, agents, consultants, affiliates etc. Astrologer furthermore agrees not to encourage, motivate, or influence any of your friends, family members, customers, acquaintances or any other person to do the same. Any violation of this clause shall attract a penalty of Rs. 51,000/- INR. Further, the Green Tick shall be removed immediately on the violation and the account shall stand deactivated temporarily. For re-activation, the compliance team shall review the case and evidence and on being found guilty, the profile shall be deactivated permanently.

vi. Astrologer agrees not to promote any other platform/competitors providing similar services like Astrotalk while using the Astrotalk platform. Any violation shall attract a penalty of Rs. 51,000/- INR. Further, the Green Tick shall be removed immediately on violation and the account shall stand deactivated temporarily. For re-activation, the compliance team shall audit all the chats and calls between the customer(s) and the Astrologer Advisor and on found guilty, the profile shall be deactivated permanently.

vii. Astrologer agrees not to share sensitive/personal data from your consultations to any user/consultant/internal members of the Astrotalk platform (unless approved by the concerned team). Any violation shall attract a penalty of Rs. 51,000/-. Furthermore, the Green tick shall be removed immediately on violation and the account shall stand deactivated temporarily

viii. Astrologer is not allowed to share internal policies and information about Astrotalk services as well as details of your contract/earnings from Astrotalk with any user/consultant/internal members of the Astrotalk platform (unless approved by the concerned team) or any other member of the general public who may or may not be associated with Astrotalk. Astrologer may, however, share the details of your earnings with your immediate family members - spouse/parents/children and personal tax consultants/lawyers/income tax practitioners/GST practitioners or any government authority. Astrotalk follows strict zero-tolerance policies and in case of any violations or misconduct, a penalty of Rs. 51,000/- will be charged to the consultant. Furthermore, the Green tick shall be removed immediately on the violation and the account shall stand deactivated temporarily.

ix. Astrologer agrees to treat the customers & employees of Astrotalk with dignity and respect. Any such act of misbehaviour,usage of foul or unparliamentary language etc with customers & employees shall immediately attract a penalty of Rs. 51,000/- INR. Further, the Green Tick shall be removed immediately on the violation and the account shall stand deactivated temporarily. For re-activation, the compliance team shall review the case and evidence and on being found guilty, the profile shall be deactivated permanently.

x. The astrologer acknowledges that he/she will serve the promotional calls in a cordial manner with the same zeal and enthusiasm that he/she would exhibit in any other paid call and treat all customers with respect. Use of any kind of filthy language, intentionally wasting time , demeaning the customer , having more than 10 PO sessions being marked “Not Served Properly” are some of the acts that would invite a strict penalty of Rs. 5100/- on the astrologer. In case of subsequent violation of the same , company can take appropriate action including applying the penalty again and/or deactivating the profile for any time period between 3 days to 3 years depending upon the severity of the offence, as determined by Astrotalk

c. Personal Information:

i. Astrologers will not share any personal information belonging to yourself or any of your friends, acquaintances, family members or any other persons who may or may not be connected with Astrologers. Such personal information is inclusive of contact number, bank account details, e-mails, websites, personalised page, blogs, and social media profile(S) [inclusive of but not limited to Facebook, Wechat, Whatsapp, Telegram, Messenger, SMS etc] with any of the customers seeking advice. Violation of this clause shall attract a penalty of Rs. 51,000/- INR. Further, the Green Tick shall be removed immediately on violation and the account shall stand deactivated temporarily.

ii. Astrologer is not permitted to charge for a free service being imparted by him/her for any reason whatsoever.

iii. Astrologer agrees that he/she will not ask the customer to deposit any amount in his/her personal account for the services rendered through Astrotalk. In case you attempt to contact the customer outside the astrotalk platform or engage in any conversations with the customer online or offline whom you have acquired through Astrotalk, even if the said contact outside the platform was initiated by the customer, you will be liable to pay a penalty of Rs. 51000/- and the entire amount earned by you from that customer offline (as per the company's estimates and information available). Apart from this, an addition penalty of the highest monthly revenue earned by you through Astrotalk in the preceding 12 months of the date of application of the penalty. You will lose your green tick too on your profile and reactivation of the green tick is at the discretion of Astrotalk on the payment of Rs. 51000/-

iv. Misuse of any information or indirectly sharing any personal information with the customer shall attract a penalty of Rs. 51,000/- INR. Further, the Green Tick shall be removed immediately on violation and the account shall stand deactivated temporarily.

v. For re-activation, the compliance team shall audit all the chats and calls between the customer(s) and the Astrologer Advisor and if found guilty, the profile shall be deactivated permanently.

d. Time commitment:

i. Astrologer agrees to spend a minimum of 4 (four) online hours on the Website to increase your credibility among the users/customers visiting the website regularly. Four online hours for daily average shall be calculated on weekly basis after accumulating the time spent by Astrologer on the platform in one week.

ii. In case the number of online hours spent on the website is less than 4 on a daily basis, the Astrotalk verified Green Badge can be removed from your profile.

iii. Online hours stand for the total number of hours the astrologer marked himself/herself available for chat and/or call including the time devoted to live streaming on Astrotalk.

e. Mis - using Website for Personal Gain:

i. Astrologer is strictly prohibited to use the Website for promoting your personal products with the intention to attain personal gain through recommending and selling the products not specifically listed on AstroMall.

ii. To avoid any kind of Penalty under this clause, Astrologer may get your services verified to be listed in AstroMall.

iii. Listing products on AstroMall does not mean that Astrologer will force the customer to buy your services only. The suggestion of a particular services is not prohibited however imposing on the customer (either showing a negative effect or threatening for any kind of mishappening, etc.) will lead to a violation of the present terms and conditions.

iv. If Astrologer is found violating Clause 2(e)(i), Astrotalk shall issue a written as well as verbal warning along with a penalty of Rs. 21,000/- INR for avoiding de-activation of the profile.

v. If Astrologer is found violating Clause 2(e)(ii) or on receiving complaints from the customer regarding such violation, the Compliance Team of Astrotalk shall flag your profile and if found guilty, the payment made for such consultation to the Astrologer shall be refunded and a penalty of Rs. 500/- INR for each violation shall be imposed on you.

vi. Astrologers are supposed to perform all aspects of service committed to the customer or they were expected from that particular service. Missing or forged proof of service will lead to a fine of Rs. 21,000/- and/or banning you from the Astromall/Astrotalk.

vii. Astrologers are not supposed to commit anything beyond their capabilities. Any assurance which can't be controlled by Astrologer not be committed. Giving assurance of 100% of results also falls in the same category. Violation of the clause will lead to the deactivation of the astrologer profile and a penalty of Rs. 21000/-

f. Direct Contact Prohibition:

i. Astrologer is prohibited to obtain the contact information of any customer seeking advice from him/her and solicit the customer to contact him/her personally for your personal gain.

ii. Astrologer agrees to inform the customer approached through Astrotalk to route all its queries through the portal and update the customer for not sharing his/her personal details on the chat/call conversations.

iii. In case Astrologer wants to refer any customer to any other astrologer who is there on the Astrotalk platform, Astrologer may do so only by sharing the Astrologer’s Astrotalk Name and not through any other means including but not limited to - phone number, address, email address, website, social media handles like Facebook or Instagram profiles etc

iv. Astrologer agrees and declares not to use the personal information of the customer shared by the customer during the consultation/contact through Astrotalk with you. On receiving such personal information inclusive of the contact details of the customer, Astrologer agrees not to approach the customer directly without informing Astrotalk for any reason inclusive of personal gains. Violation of this Clause shall attract immediate de-activation of your profile with a penalty of Rs. 21,000/- for each violation made by You.

g. Pure Astrology Services:

i. Astrotalk does not promote or encourage any superstition like Tantra, Black Magic, Totke, Vashikaran etc. Astrologers are advised to provide simpler remedies to the customer seeking advice. Any advice which is directly relatable to any loss or danger of life be it animal or human being shall be viewed as a gross violation of the terms and conditions.

ii. Violation of clause 2(g)(i) shall attract a penalty of Rs. 21,000/- without any warning and your profile shall be banned/removed from the Website. Payment of Penalty may allow re-activation of the profile subject to the severity of the violation made by you.

iii. Astrologer agrees to respect other Astrologers listed on the Website while imparting your services to any user/customer at Astrotalk. Astrologer is prohibited to defame or humiliate any other Astrologer listed on the Website inclusive of usage of terminology like less capable, inefficient, less knowledgeable, etc. Such conduct shall be considered a grave violation of the present Terms and a penalty of Rs. 11,000 shall be applicable on You.

h. Prescribing & Performing Remedies:

i. When offering/selling services via Astromall, an integral part of Astrotalk, the astrologer must abide by strict rules and guidelines. Following these rules/guidelines is mandatory, and under no circumstances shall the astrologer pivot from them. Breaching these rules will lead to fines. A serious breach could also lead to the fine & termination of the astrologer from Astromall.

ii. If a user connects with an astrologer on Astromall regarding any Pooja, Spell, Astrology Course, or any other service offered by Astromall, communication regarding the same must be done via the Chat and Call specifically made for Astromall. The astrologer can't connect the user via any other medium viz paid call/chat or assistant chat for any services purchased under AstroMall. Connecting with the Astromall user via any other medium will lead to a penalty of INR 21000/- along with the fortification of any earnings made through this order.

iii. If an astrologer doesn’t respond to the messages/inquiries of the Astromall users within 24 hours of their Astromall orders sold, in such a case, the astrologer will be liable to a penalty of INR 5100/-. The aforementioned communication with the user must be done via the Chat and Call medium specifically made for Astromall only. Serious/multiple breaches of this condition could also lead to the blocking or delisting of the astrologer from Astromall.

iv. Astrologers are expected to prescribe & sell simpler services through AstroMall. Any services which are not directly related to the user are prohibited. Any services which involve black magic, tantra, totka, vashikaran, detachment between third parties or expected to impact adversely to the user or any other person is strictly prohibited.

v. Violation of 2(h)(iv) will lead to a fine of INR 21000/- along with the money earned by the Astrologer in the last 6 months through Astrotalk and/or termination of profile from Astrotalk.

vi. Astrologers are expected to deliver the same service as prescribed & promised to the user & not prohibited on our platform. If, Astrologer is found delivering different services viz. Puja, Spells etc. on the pretext of something else is a gross violation of Terms & Conditions and can lead to penalties under 2(h)(iv) along with fortification of any earnings done by the Astrologer through Astrotalk.

i. Misuse of Credentials provided by Astrotalk:

i. Astrologer agrees not to share the credentials received through Astrotalk with anyone inclusive of Astrotalk/AstroQ credentials. The system obtains data from the IP address employed by Astrologer while operating the website and on finding a violation of the same penalty of 21000 and profile deactivation will be done.

ii. Astrologer agrees not to share your personal account details registered with Astrotalk to anyone else. Astrologer is prohibited to provide consultation to the customer through anyone else by impersonating him/her before the customer. Such impersonation shall attract criminal liability against Astrologer along with a fine of INR 21000/- and profile deactivation.

iii. Astrologer agrees not to impersonate any person or entity, including, but not limited to, any other Astrologer registered on Astrotalk, guide, or falsely state or otherwise misrepresent your affiliation with a person or entity or other portals.

iv. Astrologer is advised to share details of all the devices used by Astrologer for accessing the Website by dropping us an email at contact@astrotalk.com.

v. On violation of the same, Astrologer shall be issued a warning written as well as verbal along with a penalty of Rs. 21,000/-. The Green tick shall also be removed immediately on such violation. Further if found in violation of Clause 2(i)(ii), another penalty of Rs. 21,000/- shall be imposed along with permanent deactivation of your profile.

vi. In addition, Astrologer will be obligated to pay back the entire amount earned by Astrologer in the last 6 months to the company. Any amount still present in your wallet will be adjusted against this liability and Astrologer shall not be entitled to any payout from the company. In addition, the company may pursue legal action to recover this amount.

j. Honest Price Commitment:

i. Astrologer agrees to maintain your services at the fair price guaranteed by Astrotalk to its customers. Astrologer agrees not to sign up with any other portal imparting similar services as Astrotalk at a similar price or any price lower than the price at Astrotalk.

ii. The system at Astrotalk is built to track the profiles made by Astrologer with any other portal at a lower price while on Astrotalk. Such action will lead to lowering your price quoted on the website without seeking any approval from you.

iii. Any violation of this clause will be considered as an offence and Astrologer shall be liable to such appropriate action under the law along with a penalty of Rs. 11000/-.

k. Predictions:

i. Astrotalk prohibits predictions on sensitive issues which may lead to un-informed choices being made by the customer. Astrologer is advised to refrain from advising any customer on the following list which is not exhaustive and shall include other situations leading to any offence being committed by the customer relatable to the advice provided by you:-

Predicting the gender of the unborn child.

Providing date/time for medical issues such as an operation for successful completion.

Prediction with regard to any criminal offence being planned by the customer.

Prediction with regard to achieving success through illegal means.

Predictions relating to gambling, money - laundering, drug abuse etc.

Predicting with regard to ensuing death for any reason whatsoever inclusive of accidental, medical, etc.

ii. Astrotalk reserves its right to take appropriate action under the law against violation of this clause which shall include the penalty of Rs. 21,000 along with immediate profile deactivation. It is agreed between the parties that once the profile is deactivated under this clause, Astrologer shall be black-listed for the future from making or contracting with Astrotalk in any manner whatsoever.

iii. Astrologer agrees and declare that if the customer is not satisfied with the Services provided by Astrologer inclusive of wrong predictions being made or the service could not be rendered due to internet issue or other reasons, Astrologer shall refund the amount voluntarily to the account of the customer and shall update the Information in this regard to Astrotalk immediately. If violation of the present sub-clause is reported to Astrotalk, the amount shall be refunded to the customer without informing Astrologer and simultaneously a penalty of Rs. 500 per violation shall be imposed.

iv. It is agreed between the parties that all the Chat conversations and the call consultations made by Astrologer with the customer/user of the Website shall be duly recorded for quality purposes. Astrotalk reserves the right to monitor such conversations and consultations for monitoring purposes with prior approval from You.

v. Astrologer agrees and declares that while answering reports Astrologer will not copy/paste data from another app, Astrologer will type all answers by him/her-self after deeply analysing the customers' problems and his charts. If we find any complaints of the Astrologer copying answers from any website or poor report quality immediately refund will be processed to the customer, penalty of Rs. 11000 will be levied on Astrologer and your report section will be closed along with green tick removal.

vi. Astrologer agrees that after submitting reports answer to user Astrologer will take a feedback session within the time which is mentioned on the platform for feedback, failing so will attract a penalty as deemed fit by company which may include report section closure, complete refund to user and additional penalty up to Rs. 5100.

l. Non - solicitation & non-compete:

While working with Astrotalk, Astrologer agrees not to work with any competing platform in any manner whatsoever. For the avoidance of doubt, some activities which are prohibited include:

i. Working as an astrologer on any other platform.

ii. Creating any kind of content - text/audio / video or any other for any other platform

iii. Hiring & contracting astrologers to work on any other platform

iv. Approaching customers to join as an astrologer on any other platform

v. Inducing the employees of Astrotalk to join any other platform.

vi. Disclosing internal policies of Astrotalk to the employees/contractors/owners or anyone associated with any other competing platform

vii. Providing credentials and access to the Astrotalk astrologer app to any to the employees/contractors/owners or anyone associated with any other competing platforms

viii. Any other activity which can cause any harm or damage to the reputation and business interests of Astrotalk.

Violation of this clause will attract permanent deactivation of your profile without any warning issued and a fine of Rs. 51000 by the Compliance team at Astrotalk.

3. USAGE OF FEATURES

a. NEXT ONLINE TIME:

After Astrologer logs out from your account, Astrologer shall mark the NEXT ONLINE TIME i.e. the expected time of logging in again and coming live on the Website. This is a must for increasing a loyal customer base leading to personal growth through the website. Not following such terms can lead to a negative impact on your profile by updating your penalty count by +1 leading to your profile to be shifted at the bottom of the website.

b. ASTROTALK VERIFIED GREEN BADGE:

Astrologers shall be eligible to get a Astrotalk Verified Green Badge on working exclusively for our Website for a minimum number of 4 Hours daily. The badge shall be liable to be removed in case of violation of any terms and conditions set in this Terms. Astrologer agrees and allow the Website for creating a crawler which shall keep a check on your profile available on any of the competitor’s websites to see violations. The removal of Green tick for any violation will attract a payment of Rs. 51,000/- for re-activation of the Green Badge.

c. REVIEWS:

The website has a functionality of review for the services rendered by Astrologer to its customers. The customer can give a positive as well as negative review depending on the service rendered by you. Astrologer agrees not to remove/delete any review and any change required to be made in the reviews submitted by customer, a request in the “My review” tab in your dashboard can be submitted for deletion to the technical team, which shall review and take appropriate action.

d. PRICING:

i. The standard pricing of the astrologer is finalised at the time of onboarding by the onboarding team on the basis of astrologer’s performance in the hiring interview. Astrologer has access to raise a request to change price after 6 months of joining through their dashboard if their performance parameters are excellent, which will be reviewed by Astrotalk, which reserves the rights to reject the request. AstroTalk reserves the right to re-evaluate the astrologer via reinterview for skills or languages. For the re-evaluation process, the astrologer's profile can be kept on hold & in case of failure, the astrologer's profile can be deactivated too without any prior notice.

ii. Price change will be done as per the existing pricing of Astrologer. If your customer price is less than 20, you are eligible to increase your price every 30 days. In case your customer price is between 20 - 30, you’ll be able to increase your price after 3 months of the last price hike. In case your price is more than 30 then you’ll be able to increase the price after 6 months of the last price hike. The price of an astrologer can only be increased within this time frame if the astrologer meets all the related criterias set by the company.

iii. It is agreed between the parties, where Astrologer is working exclusively with Astrotalk that the amount paid by the Indian customer for the consultation & services through Astrotalk, 50% of the same amount will be retained by Astrotalk & remaining 50% will be the astrologer’s share.

iv. It is agreed between the parties, where Astrologer is not working exclusively with Astrotalk that the amount paid by the Indian customer for the consultation & services through Astrotalk, 70% of the same amount will be retained by Astrotalk & remaining 30% will be the astrologer’s share.

v. It is agreed between the parties, where Astrologer is working exclusively with Astrotalk that the amount paid by the Non-Indian customers for the consultation & services through Astrotalk, the astrologer’s share for the same shall be subject to the foreign price conversion list shared on their dashboard and is subject to rounding off during calculations.

vi. The astrologer further agrees that the standard pricing is valid only for order billed at full price and may be reduced by any amount in case of any offer being run by the company or opted in by the astrologer. Astrologer’s payment is subject to any kind of offer being presented to the customer by Astrotalk or Astrologer which is inclusive of but not limited to buyback offer, Promotional Schemes offering Discounts, memberships, etc. Please note you will have to adhere to standard customer promotions and offers on the astrotalk app. You acknowledge that the company gives the 1st minute as free to the user as well as has certain discounts for the customers , specially on features like streaming, loyalty discounts, fixed sessions and/or any customer promotions that may be exclusively opted in by you by switching on an offer from the customer profile. You further agree that you will be paid a maximum of Rs. 5/minute after the 1st minute for the promotional sessions distributed by Astrotalk.

vii. Astrotalk’s billing system is not error-free, and is not responsible for any miscalculations/ malfunctions/ problems in the billing structure or while processing any payments to the astrologer. If the Astrologer thinks that a mistake has occurred, he/she must send his/her complaint to Astrotalk within 7 days of the occurrence of such a mistake even if it is in favour of the Astrologer. In case Astrotalk has paid the astrologer a higher amount than normally due or the astrologer has misused any of the bugs/miscalculations to earn any amount inadvertently/ fraudulently, then Astrologer is liable to pay back to Astrotalk any additional amount so earned within 7 days of receipt of such information from Astrotalk. Failure to do so may invite legal action as per the laws of the country. If for any reason the customer has taken partial or full refund of the paid amount for any service provided by the astrologer or has paid but has later charged back such payment, the Astrologer will not be paid for that transaction and in case, if the money has already been sent to the Astrologer, Astrologer is required to repay this amount to Astrotalk, and Astrotalk has the right to deduct this amount from the Astrologer's account or wallet from the following payments to be made from Astrotalk to Astrologer. Any service provided by the Astrologer that is disputed,suspect and remains unresolved, the payment for the same will be withheld for as long as time till the problem is resolved. Astrotalk will have the Final say with regards to disputes in this regard. In Case Of Money Back Guarantee, Astrotalk reserves the right to provide a refund to a customer if they ask for it, and no prior permission will be taken from astrologer for the same.The Astrologer acknowledges and agrees that the services may be audited for quality purpose at any time for a customer requesting a refund or for the purpose of testing the quality and taking the further action in regards to refund or if flagged by the audit systems of the company or any such issue.
Please note that astrologer’s share will be subject to deduction of other charges incurred by astrotalk on facilitating interaction with customers including, but not limited to the payment gateway charges (currently 2.5% as of 1st March 2022) & 10% marketing cost for the first 15 mins of every new user given by Astrotalk, which makes 40% astrologer’s share for 1st 15 mins of every new user.

viii. The company reserves the right to withhold the payments partially or fully of an astrologer for a maximum period of 60 days in case of suspicious,suspect or extraordinary transactions/services as determined by the systems & audit processes of the company and communicated to the astrologer , till the time an investigation is completed and the issue is resolved to the satisfaction of the company.

ix. Payment of the astrologer’s share is subject to deduction of withholding taxes payable to the government.

x. In case total payout by Astrotalk to the astrologer crosses 20 Lacs in a financial year, astrologer has to mandatorily submit his/her GST number to the company. The GST amount will be paid by the company in all such cases.

xi. In case the company has paid the GST amount to the astrologer and the astrologer fails to submit the same to the government within the stipulated time period, the company reserves the right to withhold all future payments as well as deactivate or terminate the astrologer’s profile till the time such a default is corrected by the astrologer.

xii. Notwithstanding anything contained above, the amount required to be paid to Astrologer for such consultations where Offers have been provided to the customer while booking consultations, shall be proportional to the offering given by Astrotalk in as much as amount lesser than 50% shall be paid to Astrologer detailing the amount deducted due to the promotional offer given to the customer.

xii. The astrologer agrees that his/her share will reduce in case he/she opts in for any voluntary promotion being run by the company, including boosting his/her profile to show it to maximum number of users. Any such reduction will be communicated to the astrologer before opting in for such a promotion and it is completely voluntary on the part of the astrologer to opt in for such promotion.

e. PROFILE UPDATE:

Astrologer agrees that the profile once verified by the Compliance team cannot be changed without prior approval subject to the re-verification of the change requested to be made in your profile. Any request for changing the contents of your profile is required to be raised from the dashboard by raising a ticket for the same on the platform.

Any major changes in profile (includes your profile picture & bio) cannot be done once Astrologer is onboarded on the platform. This information can only be updated once at the time of onboarding.

f. FEATURE UPDATION:

Astrotalk reserves its right to update any feature provided to Astrologer while associating with the platform. Once any new feature is added or upgraded or deleted, the same shall be duly updated to Astrologer on your notice board/dashboard in the Astrotalk Application. Your continued use of the Website shall signify your acceptance to the updates made.

g. Training:

i. Astrologers are expected to join training within 7 days of receiving welcome mail. Astrologers are expected to complete the training process along with all training components including but not limited to customer review chats within the next 7 days i.e. 14 days from receiving welcome mail. Failing to complete these within the stipulated time will lead to a permanent deactivation of the profile.

ii. Astrologer's selection is subjected to successfully clearing the customer review chat after the training session. Non-performing on the standard criteria of Astrotalk on different parameters will lead to an observation period of seven days, and failing from the desired performance will lead to discontinuation of the astrologer’s profile. Astrotalk reserves the right to take any action in this regard.

iii. If the astrologer will be found playing around with any of the parameters by any means including but not limited to the use of solicited users to enhance his/her performance then the astrologer will be liable to a penalty of Rs. 51000/- and Green tick along with the amount earned through this method. There will be temporary deactivation of the profile for the audit period which may last up to 7 working days

4. REFUND AND CANCELLATION

(a)Astrologer agrees that any service rendered by Astrologer through the platform is chargeable. It is further agreed that if any complaint is being received from any user/customer seeking refund of the amount paid on the website, the complaint shall be subject to review from the Administrator/Compliance Team. If the complaint is found genuine, the refund shall be processed accordingly either in full or partial without seeking your approval. It is agreed between the parties that the decision taken by Astrotalk shall be final with regard to any refund. Once refund is made, the same shall be from both the parties to this Terms i.e. Astrologer and Astrotalk.

(b)For the foreign users taking consultation through the website, any amount paid on the payment gateway will also be subject to refund if any complaint is raised for refund of the amount paid. It is agreed between the parties that if any refund is processed for any foreign user, the same shall be refunded from Astrologer as well.

(c)Notwithstanding anything contained in the above clauses, refund can be initiated only for the service rendered in the past 3 years from the date of the request of refund being made by the user/customer.

5. INDEMNITY

a. Astrologer undertakes to indemnify the Website and its affiliates, directors, employees and other officers against any claims, liabilities, actions, proceedings, demands, expenses etc which the Website may incur or suffer in connection with any proceeding arising out of

i. The use of the platform by you,

ii. Any unauthorised use and violation of the profile created and managed by Astrologer on the Website.

b. The indemnified party, before any claim is brought for indemnification, shall, notify the indemnifying party of the indemnifiable proceeding, and to deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceedings.

c. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying party will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.

6. GOVERNING LAWS

a. These Terms, and any disputes arising out of the present Terms shall be governed by the laws applicable at Delhi.

b. The Courts situated at Delhi shall have exclusive jurisdiction to entertain and decide any dispute arising between the parties under this Terms.

7. DISPUTE RESOLUTION

a. Any dispute arising out of this Terms and the Website, shall be settled by resorting to alternate modes of dispute resolution at first instance inclusive of Arbitration, Mediation and Conciliation.

b. The Award passed by the Arbitrator shall be final and binding on both the parties.

8. SEVERABILITY

a. The Parties agree that if any of the provisions of this Terms shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, the other remaining provisions of this Terms shall remain in full force and effect.

b. On such a clause being declared or determined as unlawful or unenforceable, the same shall stand removed from this Terms while the other Clauses shall have no adverse effect in the case of such clause being declared as unlawful or unenforceable.

9. CONFIDENTIALITY AND NON - DISCLOSURE

a. Astrologer agrees that Astrologer shall hold the confidential information in the strictest of confidence and to protect the Confidential Information from disclosure to any third party. The confidential information can be used only for the use of the Website under this Terms and shall not use any part of it, for its own purposes or the purposes of any other party.

10. INTELLECTUAL PROPERTY

Astrotalk shall be the sole owner of and retain all ownership rights to all content generated and displayed on the Astrotalk Platform including copies of data transferred or received between the users ( customers) of the platform and the Astrologer. This section shall survive expiration or termination of this Agreement

11. OTHER GENERAL PROVISIONS

a. Limitation On Liability: Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this Terms.

b. Assignment: Neither party may assign these Terms or any of their rights or obligations under these Terms without the other party's written consent.

c. The Astrologer agrees that Astrotalk has only provided a platform for communication and can in no way be held responsible for the content generated on the platform and/or any act of malefice - text/video or audio committed by any user on the platform and accepts no liability and responsibility for the same.

d. Astrologers are expected to inform any legal case pending against them at the time of joining or as soon as they received information about it post-joining. Astrotalk holds the right to disassociate itself and close the profile at any time in case of any legal case against the astrologer.

12. Live Streaming & Video Calling Terms and Conditions

Astrotalk has created a live streaming & video calling platform that users and astrologers ( partners) utilise to consume content and interact with each other. The Astrologer agrees that Astrotalk has only provided a platform for communication and can in now way be held responsible for the content generated on the platform and/or any act of malefice - text/video or audio committed by any user on the platform and accepts no liability and responsibility for the same.

Any astrologer using the live streaming & video calling platform to stream their content to users of Astrotalk is bound to do so in a cordial fashion and is expected to be professional in their conduct.

The astrologer agrees to the following set of rules and regulations while using the live streaming & video calling platform and acknowledges that the company ( Astrotalk) may take certain actions including levying a financial penalty, restricting the usage of the live streaming & video calling platform or restricting the usage of the Astrotalk app by the astrologer in case of any violation of the rules and regulations highlighted below:

i. Astrologer is expected to Livestream with your video switched on and focused on your face for the majority of your live streaming & video calling duration. Any violation of the same for more than 10 minutes a day will attract a penalty of at least Rs. 5100/- per day and access to the live streaming & video calling platform being restricted for 7 days. In case of any subsequent violation, depending upon the severity and frequency of the violation, the company has the right to restrict the usage of the live streaming & video calling platform or restricting the usage of the Astrotalk app permanently, along with an application of penalty of Rs. 5100/- for each violation

ii. Astrologer is expected not to share any personal details and information - contact number, bank account details, e-mails, websites, personalised page, blogs, social media profile(S) [inclusive of but not limited to Facebook, Wechat, Whatsapp, Telegram, Messenger, SMS etc], offline addresses or any other information which can be used to identify and contact Astrologer outside the Astrotalk platform. Astrologer is expected to not share these details in the background/backdrop while using the live streaming & video calling platform, in the caption or live event name, while talking to or replying to users or in any other way possible while using the services of the platform nor motivate any others to do the same. Violation of this clause shall attract a penalty of Rs. 21,000/- INR. Further, the Green Tick shall be removed immediately on violation and your account shall stand deactivated temporarily. In case the astrologer wishes to get the Green Tick again, the same shall entail a further fee of Rs. 51,000 INR.

iii. Astrologer is expected to treat all users cordially and professionally and not to refuse service to any user asking for guidance for free in the live session while Astrologer is not on a paid call or consultation nor write anything meaning the same in the live event caption. Astrologers are also expected not to ask for donations in lieu of answers in the live event caption or during the course of the live session. Any violation of the same will attract a penalty of at least Rs. 1100/- per day and access to the live streaming & video calling platform being restricted for 7 days In case of any subsequent violation, depending upon the severity and frequency of the violation, the company has the right to restrict the usage of the live streaming & video calling platform or restricting the usage of the Astrotalk app permanently, along with an application of penalty of Rs. 1100/- for each violation.

iv. Astrologer agrees not to demean Astrotalk or any of its employees or any customer or any astrologer working on the Astrotalk platform or any other forms of Astrology or rituals or practices. Astrologers furthermore agree not to encourage, motivate, influence any of your friends, family members, customers, acquaintances or any other person to do the same. Any violation of this clause shall attract a penalty of Rs. 51,000/- INR. Further, the Green Tick shall be removed immediately on violation and your account shall stand deactivated temporarily. For re-activation, the compliance team shall review the case and evidence and on being found guilty, the profile shall be deactivated permanently.

v. Astrologer is not allowed to promote or encourage any other astrology application or any astrologer working outside Astrotalk on the live streaming & video calling platform. In case any customer joins your live stream and acts as an astrologer or asks the users to take astrology services elsewhere, Astrologer is expected to immediately end such conversations and block such a customer. Astrologers are furthermore requested to raise the same issue with astrologer support teams. Any violation of this clause shall attract a penalty of Rs. 51,000/- INR. Further, the Green Tick shall be removed immediately on violation and your account shall stand deactivated temporarily. For re-activation, the compliance team shall review the case and evidence and on being found guilty, the profile shall be deactivated permanently.

13. Disclaimer of warranty

i. Astrologer acknowledges and agrees that the sites and astrologer platform are provided on a "as is" basis, and therefore user will not have any claim or demand against Astrotalk, its affiliates, or any of the foregoing's officers, directors, shareholders, employees, sub-contractors, representatives, agents etc. with respect to the sites, the astrologer platform or any user. The use of the sites and the astrologer platform is at the astrologer’s sole risk. To the fullest extent of the law, and Astrotalk expressly disclaims all warranties of any kind, express or implied, including but not limited to, warranties of merchantability, fitness for a particular purpose, non infringement, security and accuracy.

ii. The astrologer shall not have any plea, claim or demand against Astrotalk, its affiliates, and their respective officers, directors, shareholders, employees, subcontractors and agents in respect of any services astrologer decides to provide in connection with the use of the sites. Astrotalk will not be deemed the provider or recipient of any services acquired through the sites and/or Astrotalk. The sale or purchase of services is accordingly effected at the astrologer's sole and entire risk. Under no circumstances will Astrotalk, its affiliates, and their respective officers, directors, shareholders, employees, sub-contractors and agents be liable to any astrologer for any indirect, incidental, consequential, special, punitive or exemplary damages (including but not limited to loss of business, revenue, profits, use, data or other economic advantage), however it arises, whether in action of contract, negligence or other tortious action, or arising from the services or any provision of this agreement.

iii. Astrologer acknowledges and agrees that Astrotalk disclaims any liability with respect to an claim,suit or action brought by a user in connection with provision of any services by astrologer (including, without limitation, representations by the astrologer as to astrologer’s qualifications and advice provided by the astrologer) through the Astrotalk service and astrologer agrees to indemnify and hold Astrotalk harmless in connection with any such claim and any damages or expenses arising therefrom.

iv. Astrotalk does not assume, and will not be liable for: (1) the accuracy availability of the Sites or the Astrologer Platform; or (2) any damages or injury arising from or related to the Sites, the Astrologer Platform and/or any opinion, response, advice, prediction, recommendation, information, representation and/or other service provided or not provided by any Astrologer. This section (disclaimer of warranty) shall survive termination or expiration of this Agreement.

14. Additional disclaimers

Astrotalk will not be liable for enforcing any agreement that was made between an Astrologer and a User, including a user fee agreement. Astrologers will be solely responsible for any agreement made with a user. It is expressly reiterated that Astrotalk merely brings both the User and the Astrologer on a common platform in order to increase the accessibility of the various Astrologers to the various users and has no role in actual dispensation of advice. In the event of a dispute regarding any Transaction conducted via the Astrologer Platform or the Sites, the Astrologer hereby relieves Astrotalk, its affiliates, their respective officers, directors, shareholders, employees, sub-contractors and agents from all manner of actions, claims or demands and from any and all losses (direct, indirect, incidental or consequential), damages, costs or expenses, including, without limitation, court costs and attorneys' fees, which Astrologer may have against one or more users.

15. Modification of Terms

Astrotalk reserves the right to change or modify, from time to time, any provision related to the Service(s) or these Terms, including ,but not limited to penalty clauses under the sections - "Obligations and Performance" , "Usage of Features","Refunds and Cancellation" etc, at its sole discretion. Any such change(s) shall be effective immediately upon the posting of revised Terms and may or may not be separately notified via email. Astrologers can determine when these Terms were last revised by referring to ‘LAST UPDATED’ at the top of these Terms. By signing onto the application by agreeing to the "Terms and Conditions" anytime after the "LAST UPDATED" date, Astrologer shall be deemed to have accepted the Terms herein including the amended Terms published from time to time. Your continued use of the Platform following the posting of changes means that Astrologers accept and agree to the changes. If Astrologer does not agree with any such change, your sole and exclusive remedy is to terminate your use of the Application. We encourage Astrologers to refer to the "Terms and Conditions" every time an Astrologer logs into the application. It is, further, clarified that your use and access of the Application/Service(s) is subject to the most recent version of these Terms made available on the Application at the time of such use.

16. Contact Information

We store your up-to-date contacts in order to notify you as soon as one of your contacts signs up for Only Astrologer login and to properly display names in notifications. We only need the number and name (first and last) for this to work and store no other data about your contacts.

17. Why We Collect Your Phone Number:

i. Telephonic Calling: Your phone number enables you to make and receive telephonic calls. This feature is designed to facilitate real-time conversations and interactions with other users.

ii. Chat Alerts: We use your phone number to send important alerts and notifications related to your interactions on the platform.

iii. One-Time Password (OTP) Verification: To enhance the security of your account, we implement OTP verification for specific actions, such as login, account recovery, and sensitive updates. Your phone number sends you a unique OTP that helps verify your identity and protect your account.

18. Your Privacy Matters to Us

We want you to know that we value your privacy and take your data seriously. Your trust in us is essential, and we're committed to protecting the information you share with us.

19. How Your Data is Used

The data we collect depends on how you use our app. Our app involves telephonic conversations, and we ask for permission to access your call logs. This helps us ensure that your conversations on the app go smoothly.

20. Why We Need Call Log Permission

When you grant us access to your call logs, it allows us to enhance your telephonic conversations within the app. This permission ensures that you can seamlessly engage in conversations without any disruptions.