Company refers to Shoolin and any of the subsidiaries, namely “Shoolin Astro”, “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 its associates. Since working in partnership is vital to the Company’s continued success, mutual respect must be the basis for all work relationships. Engaging in behaviour that ridicules, belittles, intimidates, threatens or demeans, affects productivity, can negatively impact the Company’s reputation. You are expected to treat others with the same respect and dignity that any reasonable person 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. You may not use audio or video equipment to record these meetings without the specific prior authorization of the head of your department.

Technology

Employee cannot disclose the provided IDs and password with fellow colleagues 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 parties using personal Access accounts or IDs.

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

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

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

Astropride

Astropride provides an advisory platform that allows astrologers to present their expertise/ services and sell their expertise/ service to interested members. Members communicate directly with Astrologers registered on Astropride web and application, while astrologers receive mutually agreed payments from Astropride 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 advice and professional consulting services ("Astrologer Platform") available at www.Astropride.com and/or Other B2B solutions and websites powered by Astropride or owned by Shoolin Astro Pvt. Ltd. (each a "Site" and collectively the "Sites"). The Sites are currently owned and operated by Shoolin Astro Pvt. Ltd ("Astropride").

Definition of Astrologer

You are considered to be an "Astrologer" if you have a recognized degree or diploma in the category you are registered other than the lifestyle or spiritual category, for which no degree is mandatory, and register to be an Astrologer with the explicit purpose of providing your consultation to the visitors of the Astropride Platform and/or on partner Sites. Your Astrologer Registration 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 a particular category or subcategory being closed for registration at the 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.

Definition of member or user

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

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

In addition to the Astrologer Platform being available at the Sites, the Astrologer Platform, or a portion thereof, may also be made available via third party websites. If you or any Astrologer has accessed the Astrologer Platform, or any portion thereof, via a website owned, operated, managed, maintained or controlled by a third party, your or any Astrologer’s use of such website may be 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 OF AGE AND YOU ARE COMPETENT UNDER LAW TO ENTER INTO A LEGALLY BINDING AND ENFORCEABLE CONTRACT. This Agreement sets forth and contains the terms and conditions between you i.e. the Astrologer and Astropride. By using any portion of the website you agree 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 SHOULD IMMEDIATELY CEASE FROM USING ANY PORTION OF THE WEBSITE. In such a case, you will not be able to register as an Astrologer or otherwise access and/or use the Astrologer Platform.Astropride reserves the right and may modify this Agreement or any part hereof at any time as may be required for the provision of services on the Sites, for complying with the legal and regulatory framework and for other legitimate business purposes. Astropride will expend reasonable efforts to inform you of any material change to this Agreement. That said, you as well as every Astrologer is encouraged to check the terms of this Agreement frequently. It is made expressly clear that by continuing to use the Astrologer Platform and/or the Sites (including maintaining your account) after any modifications have been made to this Agreement , would indicate your and/or the Astrologer’s consent to be bound by such modified agreement

Definition of service

Astropride.com provides a platform where an Astrologer may present his or her consultation and sell advice or services to interested Astropride users. The Astrologer Platform allows Members to locate an Astrologer and ask questions or request advice and/or services from such an Astrologer via the Astropride platform. Astropride, via the Astrologer Platform, enables a Member to communicate with the Astrologer. Payments made via the payment gateway on the Astropride platform can be used for one or more Astrologers, at the complete discretion of the Member. The Member is not restricted in any way from using 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 any Member of Astropride, it shall do so after exercising reasonable standard of care or standard of care mandated by his or her profession, whichever is higher.

The Astrologer agrees that the Astrologer:

is at least 18 years of age or an entity recognized by law, and that you are authorized to submit an Astrologer registration form, or that you are authorized to represent the person (which may include a legal entity) who is submitting an Astrologer Registration Form, and that you are authorized to sign the Astrologer Registration Form on behalf of yourself or on behalf of the person 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 and update 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, including maintaining your status in good standing as a licensed professional in any jurisdiction, as may be required by that jurisdiction, where you practice your profession.

Will not perform services or offer advice in any jurisdiction where you are not authorized or licensed or in good standing to do so.

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 Member.

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

Will not provide any legal or medical advice or other advice or information which may only be lawfully rendered or provided by a licensed professional 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 service which is outside the Astrologer’s scope of work.

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

Will not interfere with or disrupt the Sites or servers or networks connected to the Sites.

Will not attempt to gain unauthorized access to other computer systems or networks connected to the Site and will not send junk mail or spam or any unsolicited 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 infringe upon or attempt to infringe upon their privacy

Will not violate any applicable local, state, national, or international law, 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 any other illegal or immoral act.

Will receive SMS notifications and alerts from Astropride including daily reminders to log in.

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

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

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

Will abide by the payment/pricing guidelines and not charge the member beyond 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 the astrologer, 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 astrologer to ensure that their pricing is the same on all platforms. In the event that an astrologer repeatedly changes pricing so that is NOT the same as other platforms, or the astrologers own website, Astropride reserves the right to disable the services of the astrologer without prior notice.

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

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

The Astrologer acknowledges that Astropride merely provides a platform wherein the Astrologers can meet the Members, i.e. customers and therefore agrees that the Sites are being provided for use as is, and therefore, the Astrologer 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 voluntary and completely at the Astrologer’s sole and entire risk, without any warranties of merchantability, fitness for a particular purpose, non-infringement, compatibility etc.

The Astrologer acknowledges and agrees that it shall be solely responsible for all conduct, services, advice, postings and transmissions that are made from the account of the Astrologer and further consents that any information or content that the Astrologer posts or transmits will not be considered to be Astrologer’s confidential information and in fact, this information, whether personal in nature or not, shall be owned by Astropride. Astrologer further agrees and consents to all conversations, chats or transcripts being captured in any format controlled processed and shared by Astropride in terms of the Privacy Policy and as permissible by law. THE Astrologer HOWEVER DOES WARRANT THAT ANY INFORMATION SHARED BY THE MEMBER TO THE Astrologer.

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

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

Without derogating from the above or any other term of this Agreement, Astropride may, in its absolute discretion, refuse to post, transmit or remove any content uploaded by the Astrologer and/or remove any content violating this Agreement. The decision taken by Astropride shall be final in this regard. The Astrologer will bear all the risks associated with the uploading and transmitting 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 ANY OTHER AGREEMENTS OR INSTRUCTIONS CONVEYED BY ASTROPRIDE. FAILURE TO COMPLY OR A BREACH OF THE ABOVE, WILL ENTITLE ASTROPRIDE, WITHOUT INTIMATING THE Astrologer, TO IMMEDIATELY BLACKLIST THE ASTROLOGER ON ITS ROLLS, SUSPEND THE Astrologers’ ACCOUNT ON THE SITES AND THEREFORE, RESTRICT TRAFFIC TO IT, WITHOLD OUTSTANDING PAYMENTS DUE TO THE ASTROLOGER AND EVEN, PERMANENTLY EJECT THE ASTROLOGER FROM THE ASTROLOGER PLATFORM.

Payment of fees and billing

The Astrologer acknowledges that in order to have a presence on the Astrologer Platform as an Astrologer, he or she must be a registered and approved Astrologer on the Astropride platform The approval is done annually by Astropride before it can access the Sites and provide online advice or professional consultancy services. Astrologers also acknowledge that Astropride merely provides the Astrologer Platform where Members may elect to contact Astrologers and Astropride promotes the Astrologer profiles though various digital and mobile properties owned by Astropride but Astropride cannot and does not guarantee that mere signing up and making the payment to Astropride will result in Transactions.

The Astrologer also acknowledges that any payment made to Astropride is for the opportunity to have a presence on the Astrologer Platform, unless otherwise specified. The Astrologer also agrees that in the event a Member does contact the Astrologer through Astropride’s Astrologer Platform, for every call, web session, chat session etc., Astropride is entitled to a certain percentage of the billing, which depends on the plan the Astrologer has chosen at the time of choosing a plan. Therefore, before Astropride makes the payment to the Astrologer, Astropride shall be entitled to deduct the amounts which have accrued to it and the remainder shall be transferred to the Astrologer, as agreed by the Astrologer at the time of registration.

With respect to the payout cycle, the Astrologer agrees that for any payment from Astropride, a minimum of Rs. 1000 should be payable to the Astrologer, in which 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 not reached Rs. 1000, then the Astrologer shall not be entitled to the payment in that month, and the same shall be carried forward to the next month’s calculations.

Astropride’s billing system is not error-free, and Astropride shall not be liable for any problems, miscalculations or malfunctions in processing Astrologer Fees or other payments due to the Astrologer. If the Astrologer thinks that a mistake has occurred he or she must send his/her complaint to Astropride within 30 days of discovery of such mistake. If for any reason the Member has not paid the Astrologer Fee or has paid but has later charged back such payment, no Astrologer Fees will be paid to the Astrologer for that transaction and if the money has already been sent to the Astrologer, Astrologer is required to repay this amount to Astropride, and Astropride has the right to deduct this amount from the Astrologer's account or from the following payments to be made from Astropride to Astrologer. Any Astrologer advice that is disputed, and remains unresolved, will be withheld for a reasonable amount of time till the problem is resolved. Astropride will have the final say with regards to disputes in this regard. In case of money back guarantee, Astropride reserves the right to provide a refund to a customer if they ask for it, and no prior permission will be taken from the astrologer for the same. The astrologer acknowledges and agrees that calls may be audited for quality purpose at such a time 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, you will be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password and user name and any other security information related to your account. You will be fully responsible for all activities that occur under your account, user name or password. You may not use the account, username or password of someone else at any time. You will immediately notify Astropride of any unauthorized use of your password, user name, e-mail or any other breach of security. Astropride encourages Astrologers to change their password at least once a month. Astropride will not be liable for any loss that you incur as a result of someone else using your account or your password, either with or without your knowledge. You may be held liable for any losses incurred by Astropride due to someone else’s use of your account or password.

Disclaimer of warranty

Astrologer acknowledges and agrees that the sites and astrologer platform are provided on a "as is" basis, and therefore member will not have any claim or demand against Astropride, 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 member. The use of the sites and the astrologer platform is at the astrologer’s sole risk. To the fullest extent of the law, and Astropride 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.

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 astrologer decides to provide in connection with the use of the sites. Astropride will not be deemed the provider or

recipient of any services acquired through the sites and/or Astropride. The sale or purchase of services is accordingly effected at the astrologer's sole and entire risk. Under no circumstances will Astropride, 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 tortuous action, or arising from the services or any provision of this agreement.

Astrologer acknowledges and agrees that Astropride disclaims any liability with respect to any claim, suit or action brought by a member 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 Astropride service and astrologer agrees to indemnify and hold Astropride harmless in connection with any such claim and any damages or expenses arising therefrom.

Astropride does not assume, and will not be liable for: (1) the accuracy or 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.

Additional disclaimers

Astropride will not be liable for enforcing any agreement that was made between an Astrologer and a Member, including a Member fee agreement. Astrologer will be solely responsible for any agreement made with a Member. It is expressly reiterated that Astropride merely brings both the Member and the Astrologer on a common platform in order to increase the accessibility of the various Astrologers to the various Members 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 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 or consequential), damages, costs or expenses, including, without limitation, court costs and attorneys' fees, which Astrologer may have against one or more Members.

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 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 advantage). Astrologer further expressly understands and agrees that Astropride disclaims any liability with respect to any claim, suit or action brought by an astrologer in connection with payment for services by the member and astrologer agrees to indemnify, defend and hold Astropride harmless in connection with any such claim. The foregoing limitations and exclusions will apply regardless of whether the cause of action arises in contract, in tort or otherwise and notwithstanding the failure of the essential purpose of any remedy or negligence.

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 Astropride will be capped at $10 or Rs.500 whichever is higher. This section (limitation of liability) shall survive termination or expiration of this Agreement.

Links

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

Advertisements

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

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

Modifications and termination of services

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

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

Astropride Intellectual property

The Sites and the Astrologer Platform contain copyrighted material, trade secrets and proprietary information owned by Astropride or its licensors. This Agreement 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 Sites or Astrologer Platform; or any material or information appearing on the Sites or Astrologer Platform; or any services offered by Astropride. The Astrologer may not create any derivative work or technology based upon any trade secret, intellectual property, confidential or proprietary information of Astropride or its licensors. Furthermore, the Astrologer may not sub- license, assign, transfer, sell or make any other commercial use of his or her membership in the Sites 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 of Astropride or its licensors, or take any other action that infringes upon or impairs Astropride's trademark or other intellectual property rights.

Astropride or its suppliers are the sole owners of all intellectual property, and in particular the copyright, trademarks, database and patents, in the Sites, Astrologer Platform and in any software, application, graphics, text and other materials used therein, including the organization and selection of the materials contained therein. In addition, except as otherwise expressly set forth or provided in this Agreement, Astropride or its suppliers shall retain all ownership rights in and to all content displayed on the Sites and Astrologer Platform including copies of data transferred or received by Astrologer through the Sites and Astrologer Platform. This section shall survive expiration or termination of this Agreement.


Indemnification

Astrologer will indemnify, defend and hold harmless Astropride, and its employees, representatives, agents and Affiliates against any and all losses, damages, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys' fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against Astropride or such party, to the extent that such claim, suit, action or other proceeding is based on or arises from: (a) any breach of any representation, warranty, covenant or agreement to be performed by Astrologer according to this Agreement; (b) Astrologer's provision of services to any third party, regardless of whether or not they are Members of Astropride; or (c) any materials that Astrologer has posted to Astropride and its Sites and/or any content on Astrologer's Web site or otherwise provided to Members. Astrologer represents and warrants that it maintains and will continue to maintain adequate insurance if such insurance is required by any applicable laws or regulations which apply to the provision of services by Astrologer, including, without limitation, professional liability insurance applicable to the legal and medical professions

Privacy

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

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

Legal requirement to disclose

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

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

(ii) would potentially mitigate Astropride's liability in an actual or potential lawsuit,

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

(iv) to enforce this Agreement (including, but not limited to ensuring payment 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 to use the Sites provided that Astrologer does not copy, modify, create a derivative work of, reverse engineer or otherwise attempt to discover any source code thereof, and provided further that you remain fully compliant with all terms and conditions of this Agreement and all other policies referenced herein 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 the prior, written consent of Astropride. Any purported assignment without the prior written approval of Astropride will be null and void and of no force or effect.

Relationship of the Parties

The Astrologers are independent contractors of Astropride and nothing in this Agreement shall be construed as making either party the partner, joint venture, agent, legal representative, employer or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. This Agreement shall be interpreted only in accordance with the laws of the India (excluding any rules governing choice of laws), and any legal proceeding arising out of this 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 legal representatives, successors and assigns of the parties hereto. This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between Astropride and the Astrologer with respect to the subject matter hereof, and the Astrologer has not relied upon any promises or representations by Astropride with respect to the subject matter except as set forth herein. Persons and entities who live in a territory that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the India are not permitted to use or access the Astrologer Platform or the Sites.

As independent contractors, Astrologers shall not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Astropride to its employees. Astropride shall not be responsible for withholding or paying any income, payroll, or state or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining worker's compensation.

insurance on astrologers’ behalf. As an independent contractor, each Astrologer shall be independently and solely responsible for any income, sales and use, or other tax which Astrologer may be or become obligated to pay by virtue of Astrologer’s receipt of any fees or other remuneration. Astrologers shall be responsible for, and shall indemnify Astropride against all such taxes or contributions including penalties and interest.

No amendment to this Agreement will be effective unless made in writing. The paragraph headings herein are solely for the sake of convenience and will not be applied in the interpretation hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.