Company refers to Shoolin and any of the subsidiaries, namely “ShoolinAstro”, “Shoolin Agrifarm”, “Shoolin Business Solutions” and “Shoolin finance”.

In the Workplace

Company is committed to providing a diverse and inclusive work environment,free of all forms of unlawful discrimination, including any type of harassment.

Respect

The Company’s greatest strength lies in the talent and ability of itsassociates. Since working in partnership is vital to the Company’s continuedsuccess, mutual respect must be the basis for all work relationships. Engagingin behaviour that ridicules, belittles, intimidates, threatens or demeans,affects productivity, can negatively impact the Company’s reputation. You areexpected to treat others with the same respect and dignity that any reasonableperson may wish to receive, creating a work environment that is inclusive,supportive and free of harassment and unlawful discriminate

Confidentiality

In addition, Company meetings and total received calls are confidential. Youmay not use audio or video equipment to record these meetings without thespecific prior authorization of the head of your department.

Technology

• Employee cannot disclose the provided IDs and password with fellowcolleagues on the floor. In case anyone is found doing these activities - He/She would be penalized

• You are not allowed to use another individuals’ Log In IDs

• No one may conduct business by or on behalf of Company with third partiesusing personal Access accounts or IDs.

• Company reserves the right at all times to monitor, access and decryptassociates' use of the Internet, Company property, equipment, phone lines,computers (including disks, drives, storage media, electronic mail, etc.) andinformation.

You must act responsibly and adhere to all laws and Company policies whenusing e-mail or the Internet.

You must use your computer appropriately in accordance with Companystandards and be sure to secure both the computer and all data from loss,damage or unauthorized access, reporting all instances of unauthorized accessto the Information Technology Department.

Astropride

Astropride provides an advisory platform that allows astrologers to presenttheir expertise/ services and sell their expertise/ service to interestedmembers. Members communicate directly with Astrologers registered on Astroprideweb and application, while astrologers receive mutually agreed payments fromAstropride for the services provided.

Astrologer Terms and Conditions

Introduction

The Astropride “Astrologers’ Terms and Conditions” (this"Agreement") are applicable to you, an Astrologer in your field(“Astrologer”) who access and/or use the platform for providing on-line adviceand professional consulting services ("Astrologer Platform")available at www.Astropride.com and/or Other B2B solutions and websites poweredby Astropride or owned by Shoolin Astro Pvt. Ltd. (each a "Site" andcollectively the "Sites"). The Sites are currently owned and operatedby Shoolin Astro Pvt. Ltd ("Astropride").

Definition of Astrologer

You are considered to be an "Astrologer" if you have a recognizeddegree or diploma in the category you are registered other than the lifestyleor spiritual category, for which no degree is mandatory, and register to be anAstrologer with the explicit purpose of providing your consultation to thevisitors of the Astropride Platform and/or on partner Sites. Your AstrologerRegistration Form is subject to approval of Astropride, once the same is accepted,your profile will be activated by Astropride.

 

Rejection of a profile may occur due to incomplete forms, or due to aparticular category or subcategory being closed for registration at theparticular time or any other reason that may not have been specificallymentioned here and in no way implies a rejection of the Astrologer and his orher qualifications.

 

Definition of member or user

Anyone who has registered themselves on the Astropride platform with thepurpose of taking advice or services from an Astrologer will be deemed as amember or user of Astropride. Such members or users may or may not have made apayment on the platform, and may use the platform to avail of freeconsultation, if the same has so been provided by the Astrologer. Therefore a useror member may or may not be a paid member of Astropride.

 

This Agreement applies with respect to you or any Astrologer’s access and/oruse of the Astrologer Platform regardless of where such Astrologer Platform ismade available.

In addition to the Astrologer Platform being available at the Sites, theAstrologer Platform, or a portion thereof, may also be made available via thirdparty websites. If you or any Astrologer has accessed the Astrologer Platform,or any portion thereof, via a website owned, operated, managed, maintained orcontrolled by a third party, your or any Astrologer’s use of such website maybe subject to terms and conditions imposed by such third party as well.Astropride is not and shall not be responsible or liable for any terms,conditions, policies, acts, and omissions etc. of any such third parties.

YOU AGREE THAT BY USING THE ASTROLOGER PLATFORM YOU ARE AT LEAST 18 YEARS OFAGE AND YOU ARE COMPETENT UNDER LAW TO ENTER INTO A LEGALLY BINDING ANDENFORCEABLE CONTRACT.

This Agreement sets forth and contains the terms and conditions between youi.e. the Astrologer and Astropride. By using any portion of the website youagree to be bound by this Agreement.

It is advisable that you should read this Agreement carefully. In the event,IF YOU DO NOT AGREE TO BE BOUND BY ANY CLAUSE OF THIS AGREEMENT, YOU SHOULDIMMEDIATELY CEASE FROM USING ANY PORTION OF THE WEBSITE. In such a case, youwill not be able to register as an Astrologer or otherwise access and/or usethe Astrologer Platform.

Astropride reserves the right and may modify this Agreement or any parthereof at any time as may be required for the provision of services on theSites, for complying with the legal and regulatory framework and for otherlegitimate business purposes. Astropride will expend reasonable efforts toinform you of any material change to this Agreement. That said, you as well asevery Astrologer is encouraged to check the terms of this Agreement frequently.It is made expressly clear that by continuing to use the Astrologer Platformand/or the Sites (including maintaining your account) after any modificationshave been made to this Agreement , would indicate your and/or the Astrologer’sconsent to be bound by such modified agreement.

Definition of service

Astropride.com provides a platform where an Astrologer may present his orher consultation and sell advice or services to interested Astropride users.The Astrologer Platform allows Members to locate an Astrologer and askquestions or request advice and/or services from such an Astrologer via theAstropride platform. Astropride, via the Astrologer Platform, enables a Memberto communicate with the Astrologer. Payments made via the payment gateway onthe Astropride platform can be used for one or more Astrologers, at thecomplete discretion of the Member. The Member is not restricted in any way fromusing the services of one particular Astrologer at any point and time.

Astrologer affirmation, conduct and use

The Astrologer warrants that whenever it provides Astrologer services to anyMember of Astropride, it shall do so after exercising reasonable standard ofcare or standard of care mandated by his or her profession, whichever ishigher.

The Astrologer agrees that the Astrologer:

• is at least 18 years of age or an entity recognized by law, and that youare authorized to submit an Astrologer registration form, or that you areauthorized to represent the person (which may include a legal entity) who issubmitting an Astrologer Registration Form, and that you are authorized to signthe Astrologer Registration Form on behalf of yourself or on behalf of theperson that you represent and bind him or her.

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

• Will maintain such skills, qualifications and other information, includingmaintaining your status in good standing as a licensed professional in anyjurisdiction, as may be required by that jurisdiction, where you practice yourprofession.• Will not perform services or offer advice in any jurisdictionwhere you are not authorized or licensed or in good standing to do so.

• Will not diagnose, treat, test, recommend a course of treatment, orotherwise provide or perform services that require an in-person physicalexamination of a Member.

• Will advise Members that your advice is not a substitute for the advice ofa physician after physical examination and that your advice is forinformational purposes only.

• Will not provide any legal or medical advice or other advice orinformation which may only be lawfully rendered or provided by a licensedprofessional who has established a physician-patient relationship,attorney-client, or other relationship.

• Will not misrepresent yourself or create a misleading name or listing.

• Will not mislead Members to believe that he or she can provide a servicewhich is outside the Astrologer’s scope of work.

• Will not take any actions which may undermine, disrupt or manipulate theintegrity of Astropride and/or the Sites.

• Will not interfere with or disrupt the Sites or servers or networksconnected to the Sites.

• Will not attempt to gain unauthorized access to other computer systems ornetworks connected to the Site and will not send junk mail or spam or anyunsolicited mass distribution emails.

• Will not transmit through the Site any unlawful, harassing, libelous,privacy violative, abusive, threatening, defamatory, vulgar, obscene, racist,harmful or otherwise objectionable material of any kind.

• Will not stalk, threaten or harass any Astrologer or Member or infringeupon or attempt to infringe upon their privacy

• Will not violate any applicable local, state, national, or internationallaw, statute, ordinance, rule, regulation or ethical code.

• Will not do any act which results in any intellectual property violation,third party advertisement, spread of viruses, worms, malicious software, or anyother illegal or immoral act.

• Will receive SMS notifications and alerts from Astropride including dailyreminders to log in.

• Will not attempt to contact the member or encourage any payment from themember which is not through Astropride and/or sites.

• Will not exchange any personal contact information with any member for thepurpose of making an offline payment.

• Will not attempt to take the act of providing online advice and/orprofessional consulting services offline, i.e. without using Astropride and/orsites that can be done via the Astropride platform

• Will abide by the payment/pricing guidelines and not charge the memberbeyond acceptable norms of pricing.Astrologer agrees to a fair price policy,and will charge on par with their own, and other similar calling platforms.Astropride reserves the right to automatically lower the price of theastrologer, if it finds that it is higher anywhere else on another website.Astropride is not bound to inform the astrologer and it is up to the astrologerto ensure that their pricing is the same on all platforms. In the event that anastrologer repeatedly changes pricing so that is NOT the same as otherplatforms, or the astrologers own website, Astropride reserves the right to disablethe services of the astrologer without prior notice.

• Will not attempt to fraudulently increase talk time between member andastrologer which would result in a greater payment to the astrologer.

• Will not share access to the astrologer - management platform with anyoneelse. Will not disclose terms and conditions between Astropride and theastrologer to a third party or to a member of Astropride. Any disclosure willbe deemed to be a violation of confidentiality, and can result in an astrologerbeing asked to leave the platform.

The Astrologer acknowledges that Astropride merely provides a platformwherein the Astrologers can meet the Members, i.e. customers and thereforeagrees that the Sites are being provided for use as is, and therefore, theAstrologer will not have any plea, claim, or demand vis a vis Astropride.Further, the use of Astropride and/or the Sites by the Astrologer is voluntaryand completely at the Astrologer’s sole and entire risk, without any warrantiesof merchantability, fitness for a particular purpose, non-infringement,compatibility etc.

The Astrologer acknowledges and agrees that it shall be solely responsiblefor all conduct, services, advice, postings and transmissions that are madefrom the account of the Astrologer and further consents that any information orcontent that the Astrologer posts or transmits will not be considered to beAstrologer’s confidential information and in fact, this information, whetherpersonal in nature or not, shall be owned by Astropride. Astrologer furtheragrees and consents to all conversations, chats or transcripts being capturedin any format controlled processed and shared by Astropride in terms of thePrivacy Policy and as permissible by law. THE Astrologer HOWEVER DOES WARRANTTHAT ANY INFORMATION SHARED BY THE MEMBER TO THE Astrologer

WILL NOT BE DISCLOSED AND WILL USE HIS/HER BEST EFFORTS TO GUARD MEMBER’SPRIVACY.

Astropride enables the transfer of files between Members and Astrologers.When opening such file attachments received from Members it is the Astrologer’sresponsibility to scan them with an anti-virus software application prior toopening them.

Without derogating from the above or any other term of this Agreement,Astropride may, in its absolute discretion, refuse to post, transmit or removeany content uploaded by the Astrologer and/or remove any content violating thisAgreement. The decision taken by Astropride shall be final in this regard. TheAstrologer will bear all the risks associated with the uploading andtransmitting of material while utilizing a Site and/or Astropride's services,including reliance on its accuracy, reliability or legality.

THE Astrologer SHALL NOT DISOBEY OR COMMIT A BREACH OF THIS AGREEMENT OR ANYOTHER AGREEMENTS OR INSTRUCTIONS CONVEYED BY ASTROPRIDE. FAILURE TO COMPLY OR ABREACH OF THE ABOVE, WILL ENTITLE ASTROPRIDE, WITHOUT INTIMATING THEAstrologer, TO IMMEDIATELY BLACKLIST THE ASTROLOGER ON ITS ROLLS, SUSPEND THEAstrologers’ ACCOUNT ON THE SITES AND THEREFORE, RESTRICT TRAFFIC TO IT,WITHOLD OUTSTANDING PAYMENTS DUE TO THE ASTROLOGER AND EVEN, PERMANENTLY EJECTTHE ASTROLOGER FROM THE ASTROLOGER PLATFORM.

Payment of fees and billing

The Astrologer acknowledges that in order to have a presence on the AstrologerPlatform as an Astrologer, he or she must be a registered and approvedAstrologer on the Astropride platform The approval is done annually byAstropride before it can access the Sites and provide online advice orprofessional consultancy services. Astrologers also acknowledge that Astropridemerely provides the Astrologer Platform where Members may elect to contactAstrologers and Astropride promotes the Astrologer profiles though variousdigital and mobile properties owned by Astropride but Astropride cannot anddoes not guarantee that mere signing up and making the payment to Astropridewill result in Transactions.

The Astrologer also acknowledges that any payment made to Astropride is forthe opportunity to have a presence on the Astrologer Platform, unless otherwisespecified. The Astrologer also agrees that in the event a Member does contactthe Astrologer through Astropride’s Astrologer Platform, for every call, websession, chat session etc.,Astropride is entitled to a certain percentage of thebilling, which depends on the plan the Astrologer has chosen at the time ofchoosing a plan. Therefore, before Astropride makes the payment to theAstrologer, Astropride shall be entitled to deduct the amounts which haveaccrued to it and the remainder shall be transferred to the Astrologer, asagreed by the Astrologer at the time of registration.

With respect to the payout cycle, the Astrologer agrees that for any paymentfrom Astropride, a minimum of Rs. 1000 should be payable to the Astrologer, inwhich case, such payment shall be made on a month to month basis. In the event,at the end of the month the amount outstanding to the Astrologer has notreached Rs. 1000, then the Astrologer shall not be entitled to the payment inthat month, and the same shall be carried forward to the next month’scalculations.

Astropride’s billing system is not error-free, and Astropride shall not beliable for any problems, miscalculations or malfunctions in processingAstrologer Fees or other payments due to the Astrologer. If the Astrologerthinks that a mistake has occurred he or she must send his/her complaint toAstropride within 30 days of discovery of such mistake. If for any reason theMember has not paid the Astrologer Fee or has paid but has later charged back suchpayment, no Astrologer Fees will be paid to the Astrologer for that transactionand if the money has already been sent to the Astrologer, Astrologer isrequired to repay this amount to Astropride, and Astropride has the right todeduct this amount from the Astrologer's account or from the following paymentsto be made from Astropride to Astrologer. Any Astrologer advice that isdisputed, and remains unresolved, will be withheld for a reasonable amount oftime till the problem is resolved. Astropride will have the final say withregards to disputes in this regard. In case of money back guarantee, Astropridereserves the right to provide a refund to a customer if they ask for it, and noprior permission will be taken from the astrologer for the same. The astrologeracknowledges and agrees that calls may be audited for quality purpose at such atime as a member requesting a refund or for the purpose of testing quality.

User name and password

When you, the Astrologer, create and open an account with Astropride, youwill be asked to provide a user name and password. You are entirely responsiblefor maintaining the confidentiality of your password and user name and anyother security information related to your account. You will be fullyresponsible for all activities that occur under your account, user name orpassword. You may not use the account, username or password of someone else atany time. You will immediately notify Astropride of any unauthorized use ofyour password, user name, e-mail or any other breach of security. Astroprideencourages Astrologers to change their password at least once a month.Astropride will not be liable for any loss that you incur as a result ofsomeone else using your account or your password, either with or without yourknowledge. You may be held liable for any losses incurred by Astropride due tosomeone else’s use of your account or password.

Disclaimer of warranty

Astrologer acknowledges and agrees that the sites and astrologer platformare provided on a "as is" basis, and therefore member will not haveany claim or demand against Astropride, its affiliates, or any of theforegoing's officers, directors, shareholders, employees, sub-contractors,representatives, agents etc. with respect to the sites, the astrologer platformor any member. The use of the sites and the astrologer platform is at theastrologer’s sole risk. To the fullest extent of the law, and Astroprideexpressly disclaims all warranties of any kind, express or implied, includingbut not limited to, warranties of merchantability, fitness for a particularpurpose, non- infringement, security and accuracy.

The astrologer shall not have any plea, claim or demand against Astropride,its affiliates, and their respective officers, directors, shareholders,employees, sub-contractors and agents in respect of any services astrologerdecides to provide in connection with the use of the sites. Astropride will notbe deemed the provider or

recipient of any services acquired through the sites and/or Astropride. Thesale or purchase of services is accordingly effected at the astrologer's soleand entire risk. Under no circumstances will Astropride, its affiliates, andtheir respective officers, directors, shareholders, employees, sub-contractorsand agents be liable to any astrologer for any indirect, incidental,consequential, special, punitive or exemplary damages (including but notlimited to loss of business, revenue, profits, use, data or other economicadvantage), however it arises, whether in action of contract, negligence orother tortuous action, or arising from the services or any provision of thisagreement.

Astrologer acknowledges and agrees that Astropride disclaims any liabilitywith respect to any claim, suit or action brought by a member in connectionwith provision of any services by astrologer (including, without limitation,representations by the astrologer as to astrologer’s qualifications and adviceprovided by the astrologer) through the Astropride service and astrologeragrees to indemnify and hold Astropride harmless in connection with any suchclaim and any damages or expenses arising therefrom.

Astropride does not assume, and will not be liable for: (1) the accuracy oravailability of the Sites or the Astrologer Platform; or (2) any damages orinjury arising from or related to the Sites, the Astrologer Platform and/or anyopinion, 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 orexpiration of this Agreement.

Additional disclaimers

Astropride will not be liable for enforcing any agreement that was madebetween an Astrologer and a Member, including a Member fee agreement.Astrologer will be solely responsible for any agreement made with a Member. Itis expressly reiterated that Astropride merely brings both the Member and theAstrologer on a common platform in order to increase the accessibility of thevarious Astrologers to the various Members and has no role in actualdispensation of advice.In the event of a dispute regarding any Transactionconducted via the Astrologer Platform or the Sites, the Astrologer herebyrelieves Astropride, 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 orconsequential), damages, costs or expenses, including, without limitation,court costs and attorneys' fees, which Astrologer may have against one or moreMembers.

Limitation of liability

Astrologer expressly understands and agrees that Astropride, 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 thirdparty for any direct, indirect, incidental, consequential, special, punitive orexemplary damages (including, but not limited to, loss of business, revenue,profits, use, data or other economic advantage). Astrologer further expresslyunderstands and agrees that Astropride disclaims any liability with respect toany claim, suit or action brought by an astrologer in connection with paymentfor services by the member and astrologer agrees to indemnify, defend and holdAstropride harmless in connection with any such claim. The foregoinglimitations and exclusions will apply regardless of whether the cause of actionarises in contract, in tort or otherwise and notwithstanding the failure of theessential purpose of any remedy or negligence.

In the event applicable law does not allow the limitation of liability asset forth above, the limitation will be deemed modified solely to the extentnecessary to comply with applicable law, and the maximum liability toAstropride will be capped at $10 or Rs.500 whichever is higher. This section(limitation of liability) shall survive termination or expiration of thisAgreement.

Links

The Sites may contain links or other content related to web sites, productsand/or services offered by third parties. Astropride has no control over anysuch links, content, web sites, products or services or any informationprovided or transmitted via such links, web sites, products or services, orotherwise provided by any such third party. The Astrologer acknowledges andagrees that Astropride is not responsible for the availability of such thirdparty links, content, web sites, products or services and will not beresponsible or liable for any content, advertising, products or other materialscontained therein or the business practices or privacy practices relatedthereto. The Astrologer warrants and agrees that Astropride will not beresponsible or liable, directly or indirectly, for any damage or loss caused oralleged to be caused by or in connection with the use of or reliance on anysuch link, web site, content, product and/or service. Astropride encourages theAstrologer to, at a minimum, be aware when he or she leaves a Site and toreview the privacy practices related to third party sites.

Advertisements

Astropride may include on the Sites advertisements on its own behalf or paidadvertisements on behalf of third parties. By clicking on the advertisements,the Astrologer may be redirected to a web site of the advertiser or receiveother messages, information or offers from the advertiser.

The Astrologer acknowledges and agrees that Astropride is not liable orresponsible for the content, products or services of such advertisers or theweb sites, links, information, messages, offers or privacy practices of suchadvertisers. The Astrologer is wholly liable for all communications andtransactions with advertisers.

Modifications and termination of services

Astropride reserves the right to modify or discontinue, temporarily orpermanently, any service in or on the Sites, with or without notice to theAstrologer. The Astrologer agrees that Astropride shall not be liable toAstrologer or to any third party for any modification or discontinuance of anyservice offered by Astropride, or for any losses or damages that may result tothe Astrologer or any third party from such discontinuation or interruption ofservice. Astropride's services depend on various factors such as software,hardware and communications networks of Astropride, its contractors andsuppliers. Astropride does not guarantee that Astropride's service will beuninterrupted or that it will be timely, secure or error-free.

Astropride, in its sole discretion and for any breach of this Agreement, mayterminate Astrologer’s participation in the services and refuse any and allcurrent or future use by Astrologer of the Sites. In such a situation, theAstrologer will also forfeit all monies due from Astropride. However, in theevent the Astrologer has not breached this Agreement, but the service in or onthe Sites is modified or discontinued permanently without any fault of theAstrologer, the Astrologer shall be entitled to a pro rate reimbursement of itspayment.

Astropride Intellectual property

The Sites and the Astrologer Platform contain copyrighted material, tradesecrets and proprietary information owned by Astropride or its licensors. ThisAgreement does not grant to the Astrologer any rights to patents, copyrights,trade secrets, trade names, trademarks (whether registered or unregistered),domain names or any other rights, functions or licenses in respect of the Sitesor Astrologer Platform; or any material or information appearing on the Sitesor Astrologer Platform; or any services offered by Astropride. The Astrologermay not create any derivative work or technology based upon any trade secret,intellectual property, confidential or proprietary information of Astropride orits licensors. Furthermore, the Astrologer may not sub- license, assign,transfer, sell or make any other commercial use of his or her membership in theSites or Astrologer Platform.

The Astrologer may not adapt or use any trademark, service mark, trade name,logo or domain name similar to or likely to be confused with those ofAstropride or its licensors, or take any other action that infringes upon orimpairs Astropride's trademark or other intellectual property rights.

Astropride or its suppliers are the sole owners of all intellectualproperty, and in particular the copyright, trademarks, database and patents, inthe Sites, Astrologer Platform and in any software, application, graphics, textand other materials used therein, including the organization and selection ofthe materials contained therein. In addition, except as otherwise expressly setforth or provided in this Agreement, Astropride or its suppliers shall retainall ownership rights in and to all content displayed on the Sites andAstrologer Platform including copies of data transferred or received byAstrologer through the Sites and Astrologer Platform. This section shallsurvive expiration or termination of this Agreement.

Indemnification

Astrologer will indemnify, defend and hold harmless Astropride, and itsemployees, representatives, agents and Affiliates against any and all losses,damages, suits, judgments, costs and expenses (including litigation costs andreasonable attorneys' fees) arising out of or in connection with any claim,suit, action, or other proceeding brought against Astropride or such party, tothe extent that such claim, suit, action or other proceeding is based on orarises from: (a) any breach of any representation, warranty, covenant oragreement to be performed by Astrologer according to this Agreement; (b)Astrologer's provision of services to any third party, regardless of whether ornot they are Members of Astropride; or (c) any materials that Astrologer hasposted to Astropride and its Sites and/or any content on Astrologer's Web siteor otherwise provided to Members. Astrologer represents and warrants that itmaintains and will continue to maintain adequate insurance if such insurance isrequired by any applicable laws or regulations which apply to the provision ofservices by Astrologer, including, without limitation, professional liabilityinsurance applicable to the legal and medical professions

Privacy

Astrologers agree not to share the Log-In Credentials with any otherindividual. The Astrologer is responsible for maintaining the confidentialityof his/ her password, username and any other security information related tohis/ her account

By registering as an Astrologer and agreeing to the terms and conditions ofthis Agreement, you are also agreeing to the terms of Astropride's PrivacyPolicy available at privacy policy

Legal requirement to disclose

Astropride may disclose Astrologer information including personalinformation if Astropride reasonably believes that disclosure

• (i) is necessary in order to comply with a legal process (such as a courtorder, subpoena, search warrant, etc.) or other legal requirement of anygovernmental authority,

• (ii) would potentially mitigate Astropride's liability in an actual orpotential lawsuit,

• (iii) is otherwise necessary or appropriate to protect our rights orproperty, or the rights or property of any person or entity,

• (iv) to enforce this Agreement (including, but not limited to ensuringpayment of fees by Astrologers), or

• (v) as may be required or necessary to deter illegal behavior (including,but not limited to, fraud).

Limited License

Astropride grants Astrologers a limited, nonexclusive, revocable right touse the Sites provided that Astrologer does not copy, modify, create aderivative work of, reverse engineer or otherwise attempt to discover anysource code thereof, and provided further that you remain fully compliant withall terms and conditions of this Agreement and all other policies referencedherein or otherwise made available on the Sites.

No Assignment

You shall not assign your rights or obligations pursuant to this Agreement,in whole or in part, whether voluntarily or by operation of law, without theprior, written consent of Astropride. Any purported assignment without theprior written approval of Astropride will be null and void and of no force oreffect.

Relationship of the Parties

The Astrologers are independent contractors of Astropride and nothing inthis Agreement shall be construed as making either party the partner, jointventure, agent, legal representative, employer or employee of the other.Neither party shall have, or hold itself out to any third party as having, anyauthority to make any statements, representations or commitments of any kind,or to take any action that shall be binding on the other, except as providedfor herein or authorized in writing by the party to be bound. This Agreementshall be interpreted only in accordance with the laws of the India (excludingany rules governing choice of laws), and any legal proceeding arising out ofthis Agreement will occur exclusively in the courts located in New Delhi, India.This Agreement will be binding and will inure to the benefit of the legalrepresentatives, successors and assigns of the parties hereto. This Agreement(and the policies referenced herein and incorporated by reference) constitutesthe entire agreement between Astropride and the Astrologer with respect to thesubject matter hereof, and the Astrologer has not relied upon any promises orrepresentations by Astropride with respect to the subject matter except as setforth herein. Persons and entities who live in a territory that is prohibitedby law, regulation, treaty or administrative act from entering into traderelations with the India are not permitted to use or access the AstrologerPlatform or the Sites.

As independent contractors, Astrologers shall not be eligible to participatein any vacation, group medical or life insurance, disability, profit sharing orretirement benefits, or any other fringe benefits or benefit plans offered byAstropride to its employees. Astropride shall not be responsible forwithholding or paying any income, payroll, or state or local taxes, making anyinsurance contributions, including for unemployment or disability, or obtainingworker's compensation insurance on astrologers’ behalf. As an independentcontractor, each Astrologer shall be independently and solely responsible forany income, sales and use, or other tax which Astrologer may be or becomeobligated to pay by virtue of Astrologer’s receipt of any fees or otherremuneration. Astrologers shall be responsible for, and shall indemnifyAstropride against all such taxes or contributions including penalties andinterest.

No amendment to this Agreement will be effective unless made in writing. Theparagraph headings herein are solely for the sake of convenience and will notbe applied in the interpretation hereof. If any provision of this Agreement isheld by a court of competent jurisdiction to be illegal, invalid,unenforceable, or otherwise contrary to law, the remaining provisions of thisAgreement will remain in full force and effect.