ASTRO SPEAKS
SERVICE PROVIDER
TERMS AND CONDITIONS

Welcome to ASTRO SPEAKS PORTAL, a service portal owned by Astroved LP. Please read the “Agreement" carefully if you wish to empanel yourself as a Freelance Service Provider in the field of Astrology and associated specialties to provide services to users. As a Freelance Service Provider you acknowledge that you agree to terms and conditions contained in the Agreement, This Agreement gives limited rights of access to you on to Astro Speaks Portal subject to fulfilling and following of the terms and conditions inscribed under the Agreement. The Astro Speaks Portal shall mean and includes the online platform, website, mobile applications, blog, social media accounts, or software program developed by Astro Speaks Portal Pvt Ltd.,from time to time pertaining to Astrology and associated specialties only. If you object to anything in this Agreement or our Privacy Policy, please do not register through Astro Speaks Portal.

By accessing the Astro Speaks Portal, you agree to have read and accepted this Agreement provided to you in electronic form.

1.0 ACKNOWLEDGEMENT OF TERMS OF USE

The Freelance Service Provider acknowledges and understands that the Agreement is an electronic contract that sets out the legally binding terms of the use of the Astro speaks portal . The Agreement can be modified by Astro Speak Portal from time-to-time such modifications will be effective immediately. By accessing the Astro Speaks Portal, you accept this Agreement and agree to all the terms, conditions, amendments and notices contained or referenced herein

2.0 Eligibility:

Any Profile on the Astro Speaks Portal as a Freelance Service Provider must relate to a person who has completed 18 years of age to use the website services, legally permitted to contract under the laws applicable to perform as a Freelance Service Provider.

Astro Speak Portal reserves the right to conduct any background check or other screening relevant for the case at any time using available Public Records. Astro Speak Portal in its sole discretion can deactivate the profile of a Freelance Service Provider from the website.

3.0 ASTRO SPEAKS TERMS & CONDITIONS

3.1 PRELIMINARY

a) Astro Speaks is an online portal, unit of Astro Speaks Portal on which Freelance Service Providers can register themselves and offer their services to Users

b) Astro Speaks lists the registered Service Provider's profile along with the AstroVed's panel of Service Providers

c) Each Service Provider will have his/her independent profile for which Astro Speaks Portal will collect no listing fee.

d) Any Service Provider can register at Astro Speaks Portal; however, it does not confirm activation of the account. The registered Service Provider must attend a telephonic interview conducted by AstroVed’s Specialist Panel to activate his/her account. Upon successful completion of the evaluation and verification procedure, the registered Service Provider will become a part of Astro speaks portal.

3.2 LEGAL RELATIONSHIP

a) The registered Service Providers are solely on a contract with Astro Speaks Portal and shall not come under the direct employment of Astro Speaks Portal

3.3 LAWFUL CONSIDERATION

a) The Service Provider can fix his/her own fees for consultation. If the consultation fee is not found to be feasible, Astro Speaks Portal has the right to suggest amendment in the fee structure. The mutually agreed fee is communicated with the Service provider during the Onboarding process.

b) Commission rates will be calculated based on the ratings of the Service Provider during the payout of each month ((3 star rating – 50% commission; 4 star rating – 60% commission; 5 star rating – 70% commission) of overall minute charges)

c) Commission rates will be calculated based on the ratings of the Service Provider during the payout of each month. The payment will be made to the registered bank account of the Service Provider every month.

d) If any discrepancy is found in the bank details, the payment shall be withheld until resolved

e) Astro Speaks Portal does not charge any transaction charges and service tax for the amount paid to a Service Provider. However, the website reserves the right to deduct transaction charges and service charges from the amount payable, if deemed necessary. Astro Speaks Portal reserves the future right to charge service charges and other allied taxes from the registered Service Providers

3.4 LIMITATIONS

a) The personal details of the Service Provider are not publicly available on the Ask Service Provider portal. The profile shall comprise the name, place, and consultation fee for Users to connect with the desired Service Providers

b) For each registered Service Provider, there shall be a separate profile and options to give review and rating, which shall help a user to choose the best Service Provider he/she finds appropriate. The review and rating once posted by the user cannot be edited or deleted on the Service Provider's profile, unless it is abusive or defamatory, in which case Astro Speaks Portal reserves the right to remove the review

c) A 'Call' option is available in each Service Provider's profile for User interaction. The call charges will be per minute

d) After call gets established, first minute will not be charged to the User

e) This service is rendered directly by the Service Provider and the service provider fully responsible and accountable for delivering error free service.

f) Astro Speaks Portal can permanently delete Service Provider's account if any abusive or defamatory activity against any other Service Provider is found on the portal

g) Service Provider will be responsible for addressing any grievances relating to delay in consultation or any technical errors during consultation.

h) Astro Speaks Portal shall use the registered Service Provider's profile for promotional and advertisement purposes.

3.5 GENERAL CONDITIONS

a) Demanding personal contact details and monetary transactions by a Service Provider to a User shall be considered as grounds for termination of Agreement and the Registered account.

b) Astro Speaks Portal reserves the right to access the registered Service Provider's account, if necessary.

c) Consultation Calls will be recorded and saved in the server for the purpose of audit and quality check

d) Service Provider profile can be edited or updated on submitting the online change request form.

e) Ratings and Reviews of the Users are important for every consultation.

3.6 TERMINATION

a) Astro Speaks Portal reserves the right to terminate or suspend the account of the Service Provider at any time without notice

4. 0 Account Security:

a) FREELANCE Service Providers are responsible for maintaining the confidentiality of the username and password that are given during the Registration process and FREELANCE Service Providers are fully responsible for all activities that occur under their username and password.

b) They should immediately notify Astro Speak Portal of any unauthorized use of their log-in details or any other breach of security. Astro Speak portal will not be liable for any loss or damage to the FREELANCE Service Provider or any third party on account of any breach on the part of FREELANCE Service Provider .

c) FREELANCE Service Provider should use particular caution when accessing account from a public or shared computer so that others are not able to view or record his password or other personal information. In case of sharing of computer with others, FREELANCE Service Provider are at a risk of someone misusing their account. They should consider disabling their auto-sign in features.

5.0 CONTENTS FREELANCE SERVICE PROVIDERS POST ON SITE:

a) FREELANCE Service Providers acknowledge that they are solely responsible for the content that they post, enter, publish, transmit, photos, emails, messages, chats or profile details on Astro Speaks portal.

b) FREELANCE Service Providers , undertake and acknowledge that they will not publish contents of the nature that are defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party's rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity).

c) FREELANCE Service Providers undertake that they will not provide inaccurate, misleading or false information to others.

d) FREELANCE Service Providers will be directly responsible for any action by others pursuant to the contents published by them on Astro Speaks portal.

e) If any of the information provided by FREELANCE Service Provider subsequently becomes inaccurate, misleading or false, the FREELANCE Service Providers is required to correct that information.

f) It is FREELANCE Service Provider’s responsibility to ensure that all false and misleading information is removed from the Astro Speaks Portal immediately. All information they include/update/share in their profile must be accurate, current and complete.

g) FREELANCE Service Provider undertakes and acknowledges that Astro Speaks portal, at its sole discretion, may review and remove published contents that violate this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of members and non-members visitors to the site/App.

h) FREELANCE Service Provider undertakes and acknowledges that by publishing contents on Astro Speaks Portal , they automatically grant right to Astro Speaks Portal , its affiliates, an irrevocable, perpetual, non-exclusive, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such information and published content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorise sub licenses of the foregoing.

i) FREELANCE Service Provider represents and warrants that public posting and use of his content by Astro Speks portal will not infringe or violate the rights of any third party and agrees to fully indemnify the Astro Speaks Portal for any consequent losses arising from the infringement of third party rights.

j) FREELANCE Service Provider also agrees that when they are publishing contents in public domain, they cannot hold Astro Speaks Portal liable for any misuse of information by others.

6.0 Below is partial list of illegal or prohibited published contents on the ASTRO SPEAKS PORTAL.

This is only partial list and includes, but is not limited to, published content that:

a) Engages in commercial activities and/or sales without our prior written consent.

b) Harasses or advocates harassment of another person, member, group, community etc.

c) Is offensive to others, and promotes racism, physical harm, bigotry, or hatred of any kind against an individual, group or community.

d) Transmits "junk mail", "chain letters," or unsolicited mass mailing or "spamming".

e) Copies or promotes information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous. Provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses.

f) Promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files.

g) Contains restricted or password only access pages, or contents that should not be published in public domain.

h) Provides material that exploits minors in a sexual or violent manner, or solicits personal information from minor.

i) Any other content which may be prescribed by the Astro Speaks Portal from time-to-time.

FREELANCE Service Provider undertakes and acknowledges that while accessing Astro Speaks Portal he shall follow all applicable laws and regulations exists in his country and the country where the Astro Speaks Portal is operating, should these two be different Laws.

Astro Speaks Portal reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates these provisions, including without limitation, removing the offending communication from the Service and terminating the Agreement of such violator, filing of police complaints, institution of civil suit for injunction and damages.

7.0 Intellectual Property:

(a) Astro Speaks Portal owns and retains all Intellectual Property Rights of the Astro Speaks Portal and as explained above , retains a nonexclusive license to the contents added and uploaded by FREELANCE Service Providers on the site. The Astro Speaks Portal contains the copyrighted material, trademarks, and other proprietary information. FREELANCE Service Provider shall not copy, publish, transmit, distribute, or sell any such proprietary information.

(b) Opinions, statements, or content made available through the Service by FREELANCE Service Providers, are those of the respective Service Provider , and should not necessarily be relied upon. Such Service Providers are solely responsible for putting such content and not Astro Speaks Portal and it does not guarantee accuracy, completeness or usefulness of such information. Astro Speaks Portal does not endorse or accept responsibility for opinions, contents, and statements, comment made by FREELANCE Service Provider that appear on website. Under no circumstances will Astro Speaks Portal or its affiliates be responsible for any loss or damage resulting due to the content posted/transmitted on the Website by any body as Astro Speaks Portal does not authenticate, investigate or does background check of the information which is uploaded on Astro Speaks portal.

8.0 List of Prohibited Activities :

a) FREELANCE Service Provider will not impersonate, stalk or harass any person, group, community or

b) He shall not express or make a statement that contents he published are endorsed by Astro Speaks Portal without our specific prior written consent.

c) He will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights. And will not remove any copyright, trademark or other proprietary rights notices contained in the Service.

d) He will not post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

e) He will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service.

f) He will not "frame" or "mirror" any part of the Service or the Website, without Service Provider prior written consent & authorization.

9.0 GENERAL TERMS AND CONDITIONS:

a) Astro Speaks Portal reserves the right in its sole discretion to review the activity & status of each account & block the account of a FREELANCE Service Provider based on such review.

b) FREELANCE Service Providers are solely responsible for their interactions with other Service Providers.. Astro Speaks Portal reserves the right, but has no obligation, to monitor disputes between one FREELANCE Service Provider and others. Astro Speaks Portal , in its sole discretion, can take appropriate action against any FREELANCE Service Provider but not obliged to share such action with other Service Providers under any circumstances.

c) Astro Speaks Portal reserves the rights at any time to modify or discontinue, temporarily or permanently, the Astro Speaks Portal (or any part thereof) with or without notice. FREELANCE Service Provider agrees that Astro Speak Portal shall not be liable to him or to any third party for any modification, suspension or discontinuance of the Service.

d) In order to protect the integrity of the Service, Astro Speaks Portl reserves the right at any time in its sole discretion to block FREELANCE Service Providers from certain IP addresses from accessing the Website/App.

e) Astro Speaks Portal may provide assistance and guidance through its User care representatives. When communicating with our User care representatives, FREELANCE Service Providers undertake to present their good behaviour. The bad behaviour shall mean abusive language, obscene acts, profane conduct, offensive tenor, sexist remark, threatening, harassing, racially offensive, or otherwise inappropriate behavior (decided on case to case basis). Telephone calls between FREELANCE Service Provider and our User care representatives may be recorded for quality assurance purposes. If we feel that his behavior towards any of our User care representatives or other employees at any time (online, on call, in person) is bad behaviour, Astro Speaks Portal shall in such case reserve the right to immediately terminate Agreement without any refund of unused membership fees.

f) Astro Speaks Portal may provide links to other World Wide Web sites or resources. Astro Speaks Portal has no direct control over such sites and resources, FREELANCE Service Provider acknowledge and agree that Astro Speaks Portal is not 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 such external sites or resources. Astro Speaks Portal does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources.

g) Astro Speaks portal may permit a FREELANCE Service Provider to associate a Astro Speaks Portal username and password with his current social networking accounts to sign in to Astro Speak Portal . Astro Speaks Portal is not responsible for the operation or functionality of such programs.

h) Software from this Website and relating to its operation (the "Software") is further subject to United States export controls. No Software may be downloaded from the Website or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Astro Speaks Portal , FREELANCE Service Provider represents and warrant that he is not located in, under the control of, or a national or resident of any such country or on any such list.

i) FREELANCE Service Provider agrees that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.

j) If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.

k) The FREELANCE Service Provider understands that the right to access under the Agreement is un assignable and he/she shall not assign the rights which a FREELANCE Service Provider gets by virtue of this Agreement.

l) FREELANCE Service Providers agree to indemnify and hold Astro Speaks portal or its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of use of the Astro Speaks by FREELANCE Service Provider in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of his representations and warranties set forth under Agreement.

m) The FREELANCE Service Provider agrees that the information which is being uploaded on the Astro Speaks Portal on World Wide Web that Astro Speaks Portal takes all precautions to safeguard the data on Astro Speaks Portal. However, in case of any breach which is a direct result of any external source intervention or theft in such case Astro Speaks Portal will not be liable for any loss to any party whether person is a Member or Not.

10. Copyright Policy

a) FREELANCE Service Providers acknowledge that they will not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information of Astro Speaks Portal without obtaining the prior written consent from Astro Speaks Portal.

b) All vested contingent and future intellectual property rights in Astro Speaks Portal including but not limited to copyright, trademark, service marks, design rights (whether registered or unregistered), patents, knowhow, trade, secrets, inventions, database rights and any applications for protection or registration of these rights and all renewals and extensions there of existing in any part of the world whether now known or in the future shall remain with the Astro Speaks Portal.

11. Disclaimer:

a) Astro Speaks Portal is not responsible for any incorrect or inaccurate content posted on the Website or in connection with the Service, whether caused by users of the Website, FREELANCE Service Providers or by any of the equipment or programming associated with or utilized in the Service.

b) FREELANCE Service Provider is not responsible for the conduct, whether online or offline, of any user of the Website or FREELANCE Service Provider of the Astro Speaks Portal assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of communications.

c) Astro Speaks Portal is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Website or combination thereof, including injury or damage to users and/or FREELANCE Service Providers or to any other person's computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Service.

d) Under no circumstances will Astro Speaks Portal or any of its affiliates, advertisers, promoters or distribution partners be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Website or the Service, any Content posted on the Website or transmitted to FREELANCE Service Providers , or any interactions between users of the Website, whether online or offline.

e) The Website and the Service are provided "AS-IS" and Astro Speaks Portal expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Astro Speaks Portal cannot guarantee and does not promise any specific results from use of the Website and/or the Service.

f) Any information may be posted on the Astro Speaks Portal is for informational purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice.

g) Astro Speaks Portal makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Website.

h) If any user of the website has specific concerns or a situation arises in which he requires professional or medical advice, he should consult with an appropriately trained and qualified specialist.

12. Limitation on Liability

a) FREELANCE Service Provider acknowledges that in no event shall Astro Speaks Portal be liable for any damages whatsoever, whether direct, indirect, general, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of FREELANCE Service Provider or anyone else in connection with the use of the Astro Speaks Portal., including without limitation, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other registered FREELANCE Service Providers of this service or persons met through this service.

b) FREELANCE Service Provider agree to take reasonable precautions in all interactions with other members of the service, particularly if user decides to meet offline or in person.

c) FREELANCE Service Provider should not provide your confidential information (for example, credit card or bank account information) to other members.

d) Provided That Notwithstanding anything to the contrary contained herein, Astro Speaks Portal liability to FREELANCE Service Provider for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by FREELANCE Service Provider to Astro Speaks Portal for the usage during the term of Agreement in force.

13. Jurisdiction and Dispute resolution:

a) Any question or difference which may arise concerning the construction meaning or effect of this Agreement or concerning the rights and liabilities of the parties hereunder or any other matter arising out of or in connection with this Agreement shall be referred to a single arbitrator who shall conduct proceeding in Chennai which shall be appointed by Astro Speaks Portal within 30 days from the written request from the FREELANCE Service Provider .

b) The decision of such arbitrator shall be final and binding upon the parties. The cost of proceedings shall be borne equally by the parties. Any reference under this clause shall be deemed to be a reference to arbitration within the meaning of the Arbitration Act 1996. The courts at Chennai at Tamil Nadu (India) shall have exclusive jurisdiction in all the matter arising out of Agreement. For the purpose of Jurisdiction this Agreement shall be deemed to be accepted by the Freelance Service Provider at Chennai.

© Astro Speaks Freelance Service Provider Agreement Release 1.1 dated 16 Oct 2019