SERVICE PROVIDER TERMS AND CONDITIONS

These Terms are issued and applicable to Service Providers who have executed the Service Provider Agreement with ASTROTALK DIGITAL FZ-LLC, a free zone company incorporated under the laws of the United Arab Emirates and the regulations of the Dubai Development Authority, holding commercial licence no. 107468, having its registered office at DSP-HQSOU-VD-F14-079, Fourteenth Floor, Dubai Science Park, South Tower, Dubai, United Arab Emirates (the "Company"), and apply to every Service Provider who has accepted the Service Provider Agreement ("you").

 

1. NATURE AND APPLICATION OF THESE TERMS

1.1 These Service Provider Terms and Conditions ("Terms") constitute the "Platform Terms" referred to in the Service Provider Agreement accepted by you ("Agreement"). These Terms form part of, and shall be read together with, the Agreement and your Onboarding Letter. Capitalized terms not defined in these Terms have the meaning given to them in the Agreement and vice versa.

1.2 The Company owns, operates or has the right to operate one or more Platforms, and also maintains commercial arrangements with third parties that operate Client Platforms. In respect of a third-party Client Platform, the Company acts as contractual intermediary, onboarding facilitator, compliance administrator and payout administrator. Where you render Services on a third-party Client Platform, these Terms apply to you as conditions of access to that Platform and do not create any contractual relationship between you and the Client. Any right or discretion of the Client under these Terms may be exercised by the Company on its behalf.

1.3 Your entire engagement, coordination, training, support management and payout disbursement are administered solely by the Company, and any right to render Services to any Client arises only by virtue of the Agreement.

1.4 If there is any conflict between the Agreement and these Terms, the Agreement shall prevail, except in respect of penalties and enforcement measures, where these Terms shall prevail.

1.5 The Company may amend these Terms by publishing the revised version on the Platform or Service Provider dashboard or by email. Any change to Clauses 6 to 8 (penalties, enforcement and review) shall apply only to breaches occurring after the date of such notice. Your continued use of the Platform after notice constitutes acceptance of the revised Terms.

1.6 Headings are for convenience only. The singular includes the plural and vice versa, and "including" means "including without limitation".

 

2. ADDITIONAL DEFINITIONS

2.1 "Applicable Law" means all statutes, regulations, rules, by-laws, notifications, directives, guidelines and judicial or administrative interpretations applicable to the parties, including Data Protection Laws.

2.2 "Content" means any audio, video, written, streamed, recorded or transmitted material created, generated, provided or performed by you on or through the Platform, including live sessions, chat responses, voice messages, predictions, educational content, broadcasts and derivative works.

2.3 "Data Protection Laws" means all applicable privacy, data protection, cybersecurity and data retention laws and regulations.

2.4 "Penalty" means any monetary penalty, liquidated damages, deduction or other financial consequence imposed on you under these Terms.

2.5 "Personal Data" means any data relating to an identified or identifiable User or natural person, including name, gender, contact information, birth details, messages, audio and video recordings, device information, session history, location and any data defined as personal or sensitive under Data Protection Laws.

2.6 "Promotional Session" means any session provided to a User free of charge or at a rate lower than the standard rate applicable to that User, including through a discount, free-minute offering, loyalty program, referral credit or marketing promotion initiated or approved by the Company or the Client.

2.7 "Refund" means any refund, reversal, cancellation, partial credit, cashback, goodwill credit or chargeback issued by the Company or the Client in relation to a Service rendered by you.

2.8 "Suspicious Activity" means any activity that reasonably indicates manipulation, fraud, artificial inflation of metrics, use of solicited Users, impersonation, account sharing, misuse of discounts, or any abnormal behavior flagged by the systems of the Company or the Client.

2.9 "Technical Protection Systems" means the internal automated systems, audit tools, behavioral-analysis mechanisms, keyword-based flagging systems, AI-driven monitoring tools and other technical systems deployed by the Company or the Client to detect potential violations.

2.10 "Training Requirements" means all onboarding training, learning modules, review chats, skill assessments, observation periods, performance monitoring and other mandatory requirements prescribed by the Company or the Client.

2.11 "Verified/Exclusive Badge" means a discretionary recognition granted by the Company or the Client to selected Service Providers based on performance, consistency, User ratings, compliance and other internal criteria. A badge confers enhanced visibility but no permanent right.

2.12 "Wallet" means the accrued but unpaid earnings balance reflected in your Service Provider account.

 

3. PLATFORM ACCESS AND OPERATIONAL CONTROL

3.1 The Company grants you a limited, revocable and non-transferable right to access and use the designated Platform solely to deliver the Services. This right is conditional on your continued compliance with the Agreement and these Terms and may be withdrawn at any time without notice or liability.

3.2 The Company (and, where applicable, the Client) has complete discretion to determine the nature of assignments, allocation of Users, pricing, and continuation or withdrawal of your access. You have no vested right to work on the Platform or to receive any minimum volume of work or fees.

3.3 User billing, pricing and tax collection are managed by the Company or the Client. Fund flow is governed strictly by the applicable commercial arrangements. You have no privity of contract with Users or the Client and hold no legal interest in any funds until actual payout by the Company. You shall not disclose, challenge or demand details of the financial arrangements or deductions between Users and the Client, or between the Client and the Company.

3.4 All operational control, User relationships, User data, pricing, branding and commercial arrangements remain exclusively with the Company (and, where applicable, the Client). The Company may modify, suspend or terminate your engagement or access at any time without assigning reasons, and no such action shall give rise to any claim for compensation, damages, loss of profit, goodwill or anticipated earnings, whether in contract, tort or otherwise.

3.5 All technology, data, content and information forming part of the Platform remain the exclusive property of the Company, the Client or their licensors. You shall not copy, alter, reverse-engineer or misuse any part of the Platform or claim any right in it.

3.6 You shall use the Platform only for rendering approved Services and not for any personal, promotional or unrelated purpose, and shall not share, reproduce or store any content, messages or data from the Platform outside the scope of your engagement.

3.7 All communications and transactions conducted through the Platform are the sole property of the Client (or the Company, where it operates the Platform).

 

4. SERVICE STANDARDS AND AVAILABILITY

4.1 You shall render the Services in accordance with the service protocols, quality parameters and standard operating procedures of the Company and the Client, and in a professional, courteous and ethical manner. You shall not make false, misleading or exaggerated representations, and any such deviation or misconduct shall be a material breach.

4.2 You shall remain available on the designated Platform and devote adequate time and attention to ensure such availability. You shall keep your profile updated at all times and notify the Company in writing of any planned absence exceeding fifteen (15) consecutive days. Failure to maintain consistent availability may lead to temporary deactivation, removal of priority visibility or other measures.

4.3 On logging out, you shall accurately indicate your next expected online time. You acknowledge that this is essential for maintaining customer loyalty and supporting your growth on the Platform.

4.4 You shall comply with all policies, guidelines and instructions of the Company and the Client, including on pricing, communication protocols, refunds, dispute resolution and conduct standards, as issued from time to time through the dashboard, internal systems or official email.

4.5 During live sessions and video consultations you shall maintain a professional environment, keep the camera on and focused on your face, and shall not display or mention personal contact details, payment links, promotional text or content relating to other platforms, request donations or engage in self-promotion.

4.6 All chats, calls, live sessions and other interactions may be monitored, recorded or audited by the Company or the Client at any time, with or without notice, for quality assurance, training, compliance, dispute resolution or regulatory purposes. You irrevocably consent to such monitoring and waive any right to object to the use, disclosure or admissibility of such records in any internal, administrative or legal proceedings.

4.7 You shall not engage in any discrimination, harassment, hate speech, abusive behavior or unlawful conduct, including discrimination on grounds of race, colour, religion, gender, sexual orientation, nationality, age, disability, caste or marital status.

 

5. CONDUCT, RESTRICTIONS AND PROHIBITIONS

5.1 You shall act honestly, diligently and in good faith at all times, and confine all consultations to your declared area of expertise.

5.2 You shall not diagnose, treat or prescribe for any medical or psychological condition, perform any therapeutic procedure, prescribe cures, or provide financial, investment or legal advice requiring certification or licensing. You shall be solely liable for any loss or claim arising from any unauthorised or unqualified advice.

5.3 You shall not make false claims, guarantee results, or make statements that mislead or exploit Users. You shall not suggest, facilitate or perform cord cutting, black magic or any other prohibited or occult ritual.

5.4 You shall not communicate with or solicit Users outside the Platform through any channel, including WhatsApp, Instagram, Facebook, Telegram, LinkedIn, calls, email or in-person meetings, and shall not share or request personal contact, social media, payment id, bank or other payment details, or accept any direct payment.

5.5 You shall maintain clear professional boundaries and shall not form or attempt to form any personal, emotional, romantic, sexual or physical relationship with any User, ask a User to meet, or continue a session after a User attempts to initiate such involvement. Any such conduct is gross misconduct.

5.6 Services are intended strictly for adult Users. If you become aware or have reasonable grounds to believe that a User is a Minor, you shall immediately cease all communication, refrain from giving any guidance or prediction, and report the matter to the Company in writing within twenty-four (24) hours. You shall not solicit, encourage or engage in any form of communication or interaction, professional, personal or otherwise, with any Minor.

5.7 You shall not create, operate or procure any fake or misleading User profile, interact with your own account, post or facilitate fake or self-generated reviews, ratings or consultations, solicit or prearrange consultations, or engage in any coordinated or technological means to distort performance, rankings, earnings or User perception. Your account shall be used solely by you and you shall not share your login credentials. The person who appears for interview, submits KYC documents and renders the Services must be the same person.

5.8 You shall not threaten any User or other Service Provider, including to change a rating or review, and shall not manipulate, delete or alter any feedback or request Users to modify reviews in your favour.

5.9 You shall not use abusive, obscene, vulgar, discriminatory or defamatory language, shall treat all Users fairly, and shall not make negative remarks about the Company, the Client, the Platform, Users or other Service Providers.

5.10 You shall not deliberately stop taking User calls or chats, copy or paste predictions from other sources or websites, or deliberately extend session time without providing value.

5.11 Where you commit to perform a ritual for which a User has paid, you shall perform it on video or call as committed.

5.12 You shall not disclose internal policies, pricing or any other information that you are not authorized to share, and shall not offer any bribe or inducement to any User, Platform representative or other person.

5.13 You shall not use or publish content generated by any generative or agentic artificial intelligence tool, whether publicly available or proprietary, in rendering the Services.

5.14 You shall comply with all Applicable Laws and all rules and directives of any regulatory or governmental authority in the United Arab Emirates and in your jurisdiction of residence, and any breach shall be at your sole responsibility.

5.15 The Company shall have sole authority to determine whether your conduct violates this Clause 5, and its decision shall be final and binding.

 

6. PENALTIES AND CONSEQUENCES OF BREACH

6.1 Penalty Events. Without prejudice to the other provisions of these Terms and the Agreement, each of the following acts or omissions by you shall constitute a material breach (each, a "Penalty Event"):

(a) communicating with or soliciting any User outside the Platform, including through WhatsApp, Instagram, calls or email, or circumventing the Company;

(b) sharing personal contact, social media, payment ID, bank or other payment details, or asking a User to share the same;

(c) sharing account credentials with any unauthorized person, or any mismatch between the person who appeared for interview and the person submitting documents or rendering the Services;

(d) any romantic, emotional or sexual involvement or inappropriate conduct with a User, asking a User to meet, or continuing a session after a User attempts to initiate romantic or sexual involvement;

(e) disclosing internal policies, pricing or other information that you are not authorized to share;

(f) manipulating ratings, traffic or Platform metrics, using fake or multiple accounts, or soliciting or boosting calls or chats;

(g) threatening any User or other Service Provider, including to change a rating or give a review, or threatening self-harm;

(h) keeping the camera off beyond the permitted limit, or improper framing or background, during a live stream;

(i) sharing personal details or promoting other services, apps or platforms during a live stream;

(j) deliberately refusing User calls, copying or pasting predictions from other sources or websites, or deliberately extending User time without providing value;

(k) requesting donations or directing Users to pay outside the Platform;

(l) making defamatory or negative remarks about the Company, the Platform, Users or other Service Providers;

(m) asking a User to undertake, or facilitating, cord cutting, black magic or any other prohibited or occult ritual;

(n) speaking with a User whom you know to be a Minor, or failing to report the same to the Company;

(o) harassment, abuse, vulgar language, threats or discrimination;

(p) failing to perform a paid ritual of a value exceeding INR 5,000 on video or call as committed;

(q) rendering prohibited services, including medical, legal, psychological or financial advice or prescribing cures;

(r) saving, screenshotting or sharing User data, recordings or chats;

(s) misusing scripts, training material or Confidential Information;

(t) failing to complete Training Requirements or the observation period, or manipulating performance metrics;

(u) providing false qualifications, fake documents, fake photographs or testimonials, or any other false information, including to boost profile visibility;

(v) failing to provide tax proofs or documents as required;

(w) failing to serve or complete the notice period;

(x) artificial sessions, chargeback farming, abnormal usage or any other Suspicious Activity;

(y) Offering a bribe to any User, Platform representative or other person; and

(z) any other breach of the Agreement or these Terms.

6.2 For each breach stated above, the Company may, at its sole discretion, impose a penalty of up to INR 51,000 (Indian Rupees Fifty-One Thousand only), disable or deactivate your profile, and take any other legal remedy available to it under the Agreement, these Terms or Applicable Law. Each breach shall be treated as a separate instance and may attract a separate penalty.

6.3 Additional consequences. In addition to the penalty, the Company may, depending on the nature and severity of the breach, impose any one or more of the following: warnings; mandatory retraining; removal of the Verified/Exclusive Badge; reduced visibility; streaming restrictions; forfeiture of the Wallet balance and of any manipulated earnings; withholding of payouts for up to one hundred and twenty (120) days (or, for failure to serve the notice period, until all outstanding matters are closed); audit of your account; reinstatement only on approval and payment of a reinstatement fee; blacklisting; termination of the Agreement; and reporting to regulatory or law enforcement authorities. Repeated breaches shall be escalated.

6.4 Discretion. The Company may impose, modify, waive, reduce or remove any penalty or consequence without prior warning, and any waiver or reduction in one case shall not bind the Company in any other case.

6.5 Genuine pre-estimate. You agree that the penalties under this Clause 6 are genuine pre-estimates of the loss, administrative cost, reputational harm, operational disruption and risk exposure that the Company and the Client are likely to suffer from each corresponding breach, which are difficult to quantify precisely, and are not punitive or in the nature of a fine. You waive any objection to their enforceability to the extent permitted by law.

6.6 Recovery. Penalties may be set off against any amount payable to you. If your payouts are insufficient, you shall pay the balance to the Company immediately on demand, failing which the Company may recover it through legal process. Nothing in this Clause 6 limits the Company's right to seek injunctions, specific performance, damages or any other relief.

 

7. REPORTING AND ENFORCEMENT

7.1 The Company may initiate review, inquiry, suspension, withholding of payouts, imposition of Penalties, deactivation or any other remedial action based solely on complaints, reports or information received from Users or the Client, whether or not verified or corroborated.

7.2 The Company and the Client may deploy and rely on Technical Protection Systems that independently detect potential violations or Suspicious Activity. Any automated or system-generated alert is sufficient ground to initiate investigation, impose interim measures or take immediate enforcement action.

7.3 The Company has no obligation to independently verify User complaints or system alerts, which may each be treated as prima facie evidence for initiating action.

7.4 In all cases of alleged misconduct, including off-Platform communication, solicitation, harassment, romantic involvement, abuse, data misuse, manipulation or unprofessional behavior, the Company may take immediate protective or preventive action prioritizing User safety, Platform reputation and operational integrity, including interim measures such as temporary suspension, reduced visibility or withholding of payouts without prior notice or hearing.

7.5 On being notified, you shall fully cooperate, submit clarifications and provide all requested information within the timelines specified by the Company. Failure to cooperate permits the Company to draw an adverse inference and proceed with Penalties or termination without further notice.

7.6 All determinations by the Company or the Client on the validity of complaints, alerts, violations, Penalties or remedial measures shall be final and binding, subject only to Clause 8. The Company retains absolute discretion to determine whether a violation has occurred, whether User or automated data is reliable, what Penalties or remedial actions apply, and whether to waive, mitigate or withdraw any action.

7.7 The Company shall not be liable for any loss, suspension, withholding of payouts, reputational harm or deactivation arising from action taken in good faith based on User complaints, automated alerts or system flags, and you irrevocably waive any right to compensation, reinstatement or damages arising from such action.

7.8 If the Company later finds a complaint to be malicious or false, it may at its discretion reverse the Penalty or reinstate access, but is not obliged to compensate, refund or restore earnings withheld during the investigation.

 

8. REVIEW MECHANISM

8.1 You may submit a written request for review of any suspension, Penalty, withheld payout or other enforcement action within seventy-two (72) hours of receiving notice, through the designated email or dashboard channel, together with all explanations and supporting material. If relevant information is not provided, the Company may uphold the original action without further review.

8.2 The review is a discretionary administrative facilitation and not a right of appeal. The Company may consider User complaints, system alerts, Platform logs, past conduct and any other relevant information. Interim suspensions, deactivations and payout withholdings shall continue during the review.

8.3 The Company shall endeavor to complete the review within a reasonable period. Its decision after review shall be final and binding, and you shall not be entitled to any compensation on account of the review or its outcome. This is without prejudice to the dispute resolution clause of the Agreement.

 

9. ONBOARDING, TRAINING, VERIFICATION AND EVALUATION

9.1 You shall commence mandatory onboarding and training within seven (7) days of receiving the welcome communication, and complete all training components (including customer review chats) and KYC verification within the prescribed timelines. KYC verification includes identity, address and document verification (including educational qualifications and certifications), a police or criminal background check, and any other verification required by the Company or the Client from time to time.

9.2 Failure to complete any part of onboarding, training or verification within the prescribed timelines shall result in permanent deactivation of your profile without notice or liability.

9.3 Final selection is subject to successfully clearing the post-training customer review chat and KYC verification and achieving satisfactory performance against the Client's parameters. Failure to meet these standards may lead to a seven (7) day observation period, after which your profile may be discontinued without further notice if performance remains unsatisfactory.

9.4 The Client may re-evaluate your credentials, communication and skill levels at any time, and your profile may be placed on hold or permanently deactivated for failure to meet its benchmarks, without liability on the Company.

9.5 The Company and the Client may at any time, without notice, monitor, verify and evaluate your performance, compliance with Training Requirements, quality standards and availability, and may impose warnings, mandatory retraining, Penalties, suspension or termination for any non-compliance or unsatisfactory performance, as determined solely by the Company.

9.6 You shall maintain all qualifications declared by you throughout your engagement and provide updated KYC, educational and other documents on request.

9.7 You shall immediately inform the Company in writing of any investigation, suspension or revocation of any license or certification, any malpractice or disciplinary action, or any criminal charge, conviction or plea of guilty against you.

 

10. PRICING, PAYOUTS AND DEDUCTIONS

10.1 Your rates are established at onboarding through your Onboarding Letter and are determined by the Company based on your performance evaluation and the Client's parameters. You may request a rate review after six (6) months of continuous service and consistent performance, subject to written approval of the Company and, where applicable, the Client.

10.2 Users are billed directly by the Company or, where a third-party Client Platform is used, by the Client, who disburses the corresponding funds to the Company. Where a Client is involved, the Company's obligation to pay you is strictly contingent on, and arises only upon, receipt of the corresponding funds from the Client.

10.3 The frequency and criteria of rate revisions are determined by the Client and are subject to Platform rules, performance scores, User feedback and approval of the Company and the Client. Revisions shall be communicated by email. Rates discussed on call are not binding until confirmed in writing.

10.4 If your Verified/Exclusive Badge is removed for non-compliance, performance issues or any breach, you shall immediately revert to the payout structure applicable to unverified profiles and lose all associated benefits, visibility and incentives. Reinstatement is at the sole discretion of the Company or the Client and may require re-evaluation, training, compliance review or payment of a reinstatement fee.

10.5 You may request a revision of your payout percentage, but any change is at the sole discretion of the Company and the Client and is not a right or entitlement.

10.6 All payouts are subject to deductions, including:

(a) payment gateway and transaction fees;

(b) Refunds and chargebacks;

(c) promotional discounts, offers, Promotional Sessions and loyalty programs;

(d) marketing and acquisition costs;

(e) other taxes and withholdings under Applicable Law.

10.7 Pricing during promotional Offers or campaigns may be reduced proportionally under the Client's policy, and your fee shall be adjusted accordingly. Any voluntary participation in marketing boosts or promotional visibility features may involve a reduced payout, which will be notified to you before activation.

10.8 No minimum number of sessions, hours or earnings is guaranteed. Fees accrue only on successful completion of consultations conducted in accordance with these Terms and verified by the Platform's systems. The Company is not responsible for downtime, cancellations or technical interruptions affecting earnings.

10.9 All settlements shall be processed through the Company's designated banking channels to your registered account. No Client or User has any direct payment obligation to you. You shall not claim payment for any session that has been refunded, disputed or found to breach these Terms.

10.10 You shall provide valid invoices and tax documents as requested, shall be responsible for all direct and indirect taxes in your jurisdiction of residence, and shall reimburse the Company on demand for any expense, penalty or liability incurred because of your failure to pay taxes or provide tax documents.

10.11 The Company may, in consultation with the Client, modify the payout model, fee structure or settlement cycle at any time by written notice or dashboard update. The Company's determination on all payment-related matters shall be final and binding.

 

11. REFUNDS, CHARGEBACKS AND COMPLAINTS

11.1 All consultations rendered through the Platform are chargeable. The Company, in consultation with the Client, has full discretion to determine refund eligibility and amounts. User complaints and refund requests shall be reviewed by the designated compliance or quality assurance team of the Company or the Client, whose decision shall be final.

11.2 Where a Refund is determined to be justified, in full or in part, your fee for that session shall be deducted from future payouts or recovered from you directly, and you shall have no further claim for that transaction. You authorize the Company to debit, adjust or recover such amounts whether or not you were notified at the time of the Refund.

11.3 In the event of any chargeback, reversal or payment dispute raised by a User or payment processor, the Company may withhold or claw back the corresponding amount, including from future payouts or by direct recovery from you.

11.4 Refunds form part of the customer protection policy of the Company and the Client. All Refunds are deemed to have been jointly authorized by you and the Company, no prior consent is required to process them, and you agree not to challenge any Refund decision other than through the review mechanism in Clause 8.

 

12. INTELLECTUAL PROPERTY, CONTENT AND PROMOTION

12.1 All rights in any Content created, recorded or produced by the Company or for the Client, whether independently or in collaboration with you, shall vest exclusively, absolutely and perpetually in the Company (or the Client), including all reproduction, usage and derivative rights, irrespective of form, medium or purpose.

12.2 You do not waive your moral rights, but undertake, to the fullest extent permitted by law, not to assert them to prevent the lawful exploitation of Work Product by the Company or the Client.

12.3 The Company may use and disclose information voluntarily provided by you, including your name, photograph, NPI (if applicable), credentials, experience, specialties and qualifications, to third parties and on third-party directories, listings and websites for promoting the Platform.

12.4 You shall not copy, reproduce, distribute or create derivative works from any part of the Platform, use any data or content for personal or third-party gain, or register, claim or contest any intellectual property of the Company or the Client.

12.5 You shall not, without prior written approval of the Company, publish any advertisement, communication or promotional content referring to the Company, any Client or the Platform, or use their trade names, trademarks, logos or other identifiers in any independent marketing, social media post or online content. You shall not hold yourself out as an employee, partner or representative of the Client.

12.6 The Company (and, where applicable, the Client) has the exclusive right to collect, store and analyze all data and feedback relating to User interactions, including ratings, reviews and performance statistics. All goodwill arising from the brands, trademarks and promotional activities of the Company or the Client accrues solely to them. The rights in this Clause 12 survive termination.

 

13. CONFIDENTIALITY AND DATA PROTECTION

13.1 Confidential Information includes:

(a) User Personal Data, chat logs, call recordings, messages, identity information and behavioral data;

(b) business strategies, pricing models, marketing data, operations, algorithms, systems and processes;

(c) technical architecture, software code, Platform features, internal dashboards, scripts and training materials;

(d) information on refunds, complaints, service quality, performance metrics and audits; and

(e) any other information which by its nature or designation is confidential.

13.2 You shall take all reasonable security measures to prevent unauthorized access to, disclosure or loss of Confidential Information. If you are required by law or court order to disclose any Confidential Information, you shall notify the Company in writing immediately, and in any case within twenty-four (24) hours, so that it may seek protective measures.

13.3 You acknowledge that unauthorized disclosure or misuse of Confidential Information may cause irreparable harm, and the Company and the Client shall be entitled to injunctive and equitable relief and recovery of all losses, in addition to other remedies.

13.4 You act only as a limited processor of Personal Data for the Company's purposes and shall process it strictly in accordance with the directions and policies of the Company and the Client, Data Protection Laws, and solely to perform the Services. You shall implement and maintain appropriate organisational, technical and physical safeguards for all Personal Data handled by you.

13.5 You shall not make or retain any copies, backups or records of Personal Data after termination, and shall certify deletion in writing on request. The Company may monitor, audit or review your data handling practices at any time and you shall provide full access and cooperation.

13.6 You waive any expectation of privacy in communications, recordings and content transmitted through the Platform.

13.7 Any violation of this Clause 13 entitles the Company to immediately suspend or terminate your access, forfeit all pending payments and pursue all legal remedies, including reporting the violation to law enforcement or regulatory authorities. This Clause survives termination indefinitely.

 

14. INDEMNITY, LIABILITY AND NON-CIRCUMVENTION

14.1 Without limiting the indemnity in the Agreement, you shall indemnify the Company, the Client and their affiliates against all losses arising from any assurance or promise made by you to a User regarding outcomes; any recommendation or direction given in violation of Applicable Law, including on restricted, prohibited or unrecognized remedies; any communication or commitment made by you outside the Platform or without written authorization; and all claims under consumer protection, data privacy and electronic media laws.

14.2 The Company may, but is not obliged to, assume the defense or settlement of any indemnified claim at your sole cost. You shall cooperate fully and shall not make any admission, settlement or compromise without the Company's prior written consent. Your indemnity obligations are continuing, absolute and unconditional, and the Company may set off any indemnifiable amount against payments due to you.

14.3 Any implementation or relay by the Company of measures imposed by or at the direction of the Client is administrative in nature and does not amount to assumption of responsibility or vicarious liability. You irrevocably waive any claim against the Company arising from any enforcement measure, suspension, Penalty, Refund or restriction imposed by or at the direction of the Client.

14.4 You acknowledge that the limitations of liability in the Agreement form an essential basis of your engagement and are reflected in the consideration, and you waive any claim beyond those limits.

14.5 Any circumvention of the Company, including entering into any arrangement with any Client, platform, brand or business introduced or connected to you through the Company, shall entitle the Company to terminate the Agreement forthwith and recover liquidated damages of INR 10,00,000 (Indian Rupees Ten Lakhs only), or such higher amount as represents the actual loss suffered by the Company.

14.6 You shall immediately disclose to the Company any approach or communication from any Client, User or third party that may give rise to a conflict of interest or a breach of the non-solicitation or non-circumvention obligations in the Agreement. Failure to disclose is itself a breach.

 

15. NOTICE PERIOD, EXIT AND POST-TERMINATION OBLIGATIONS

15.1 Your notice of termination under the Agreement shall be sent through the dashboard or to the Company's official email address and shall take effect on acknowledgment by the Company.

15.2 During the notice period you shall remain active and meet reasonable performance and quality expectations. A significant drop in activity or failure to maintain minimum standards may be treated as non-completion of the notice period.

15.3 If you discontinue Services without serving or completing the notice period, the Company may withhold or adjust pending payouts, for up to three (3) months, until the notice period is completed or all refunds, audits and User matters are resolved. No interest is payable on withheld amounts. The Company may also suspend or deactivate your account until the matter is closed.

15.4 The Company may, at its discretion, consider a written request to reduce or waive the notice period in exceptional circumstances.

15.5 After termination, you shall cooperate fully with the Company and the Client in any pending investigation, audit or User dispute, and shall return or delete all credentials, materials and records within forty-eight (48) hours and confirm compliance in writing. Failure to do so is a material breach.

15.6 During the pendency of any dispute or arbitration, you shall continue to perform your obligations to the extent possible, and the Company shall not be required to withhold or delay its operations or engagements with other Service Providers.

 

16. ACCEPTANCE

16.1 These Terms are accepted electronically together with the Agreement. By executing the Agreement, or by continuing to use the Platform after any amendment is notified, you confirm that you have read, understood and agree to be bound by these Terms, including Clauses 6 to 8. The Company may update the Platform Terms from time to time. We recommend that you review the Platform Terms on the dashboard regularly so that you stay informed of any changes. The Company will also try to notify you of material changes through the dashboard or by email. Any change will apply only to breaches occurring after the updated Platform Terms are published on the dashboard. Your continued use of the Platform after an update is published shall constitute your acceptance of the updated Platform Terms.