TERMS OF USE AGREEMENT

1. ELIGIBILITY AND REPRESENTATIONS

1.1. Age Requirement: The Platform is intended solely for users who are eighteen (18) years of age or older. By registering for or using the Platform, you represent and warrant that you are at least 18 years of age. If you are under 18 but old enough to give consent for online services in your country, you cannot create an account yourself. However, we encourage you to ask a parent or guardian to create an account on your behalf and help you access Services that are suitable for you.

1.2. Legal Capacity: By using the Platform, you represent and warrant that you possess the full legal right, authority, and capacity to enter into and be bound by this Agreement, and that your use of the Platform is in compliance with all applicable laws, rules, and regulations.

1.3. Company's Right to Refuse Service: Astronify reserves the right, in its sole discretion, to refuse access to the Platform to any individual or entity, and to terminate or suspend any account, for any reason or no reason, including, without limitation, for failure to meet the eligibility requirements set forth herein.

2. ACCOUNT REGISTRATION AND SECURITY

2.1. Account Creation: To access the courses and participate in community features available on the Platform, you are required to create an account ("Account"). You agree to provide and maintain accurate, current, and complete information during the registration process and to update such information as necessary to ensure its accuracy.

2.2. Confidentiality and Responsibility: You are solely and exclusively responsible for maintaining the confidentiality of your Account credentials, including your username and password. You accept full responsibility for all activities that occur under your Account, whether or not you have authorized such activities.

2.3. Unauthorized Use: You agree to immediately notify Astronify of any unauthorized use of your Account, or any other security breach, by contacting our support team.

2.4. Limitation of Liability for Account Security: Astronify shall not be liable for any loss, damage, or harm arising from your failure to comply with the provisions of this Section 2, including any unauthorized access to your Account.

3. PAYMENTS, PRICING, AND BILLING

3.1. Pricing and Currency: Course fees are as displayed on the Platform. All prices are subject to change without prior notice. The pricing of courses may vary by region due to factors including but not limited to currency exchange rates, promotional discounts, and other market conditions.

3.2. Third-Party Payment Processors: Payments for courses are processed through secure third-party payment gateways, which may include, but are not limited to, Stripe, Razorpay, and PayPal. You acknowledge and agree that Astronify does not store or process your financial or payment card information. All such information is handled directly by the third-party payment processors.

3.3. Payment Authorization: By making a purchase on the Platform, you authorize Astronify and its designated third-party payment processors to charge the full amount of your transaction to the payment method you have provided.

3.4. Taxes: All prices listed on the Platform are exclusive of applicable taxes. You are responsible for all taxes, including but not limited to Indian Goods and Services Tax (GST), and any other applicable levies imposed by governmental authorities, which will be added to the total price at the time of purchase.

3.5. Price and Policy Changes: Astronify reserves the right to modify its pricing, introduce new fees, or change its payment and billing policies at any time. Any such changes will be effective upon posting on the Platform. Your continued use of the Platform after such changes constitutes your acceptance of the new terms.

4. REFUNDS AND CREDITS

4.1. Refund Eligibility: Learners may request a refund within fourteen (14) days of purchase ("Refund Period"), subject to the level of course access and completion as determined by Astronify. Please refer to our Cancellation and Refund Policy for details.

• No Access: If the learner has not accessed the course, a full refund will be made to the original payment method.
• Partial Access: If the learner has accessed the course but not substantially completed the course, the learner shall be eligible for a refund in the form of Credits only.
• Substantial or Full Access: Where the learner has completed fifty percent (50%) or more of the course, or where certification has been issued, no refund shall be provided.

4.2. Refund Method: Refunds, when granted, shall be issued exclusively in the form of Astronify Credits ("Credits"), except in cases expressly provided herein. Such Credits: (a) May be applied towards the purchase of another course on the Platform; and (b) Shall be subject to an expiration date, which will be specified at the time of issuance.

4.3. No Monetary Refunds: Notwithstanding anything to the contrary in this Agreement, Astronify shall not provide monetary refunds, whether in cash, bank transfer, or any other form, except: (a) In cases where the learner has not accessed the course at all, or (b) Where a monetary refund is mandated by applicable law.

4.4. Exceptional Circumstances: Notwithstanding the expiration of the Refund Period, a refund request may be considered in the following exceptional circumstances, subject to Astronify's sole discretion: (a) Where course content is permanently removed or disabled from the Platform due to legal or policy reasons. (b) Where a transaction is suspected or confirmed to be fraudulent or unauthorized. (c) Where a technical issue materially prevents the learner from accessing the course purchased.

4.5. Policy Abuse: Astronify reserves the right to refuse or revoke a refund, whether in the form of Credits or otherwise, in cases where it determines, in its sole discretion, that there has been a misuse of its refund policy, including but not limited to serial refund requests, or an attempt to exploit the refund process.

5. LICENSE TO USE CONTENT

5.1. Limited License Grant: Upon the successful purchase of a course, Astronify grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and view the purchased course content solely for your personal, non-commercial, educational use.

5.2. Ownership and Intellectual Property: The course content is licensed, not sold, to you. All intellectual property rights, including but not limited to copyrights, trademarks, and patents, in and to the course content and the Platform, are and shall remain the sole and exclusive property of Astronify and/or its respective instructors or licensors.

5.3. Prohibited Acts: You are strictly prohibited from engaging in the following acts without the express prior written consent of Astronify:

• (a) Copying, reproducing, republishing, uploading, posting, transmitting, distributing, or otherwise exploiting any course content in any manner or medium whatsoever.
• (b) Selling, reselling, sublicensing, broadcasting, or otherwise commercially exploiting the course content or any part thereof.
• (c) Using any course materials for any commercial purpose, including but not limited to providing training, creating a competing platform, or otherwise generating revenue.

6. COURSE ACCESS DURATION

6.1. Lifetime Access: Unless expressly stated otherwise on the course page, the purchase of a course grants you lifetime access to that specific course. For the purposes of this Agreement, "lifetime access" means access to the course content for as long as the Platform exists and the course is available on the Platform, but not for your personal lifetime.

6.2. Termination of Access: Your lifetime access to a course may be terminated or suspended without refund under the following circumstances: (a) The course content is removed from the Platform due to legal or regulatory requirements. (b) The course or any part thereof is found to be in violation of this Agreement or any other Astronify policy. (c) An instructor's license to the course content is terminated, or the instructor requests its removal.

6.3. Content Availability: Astronify does not warrant or guarantee the uninterrupted or perpetual availability of any course content. We reserve the right, at our sole discretion, to remove, modify, or discontinue any course at any time.

7. USER-GENERATED CONTENT

7.1. License to User Content: The Platform may permit you to post questions, comments, images, reviews, or other content ("User Content") on community forums or other interactive features. By posting User Content, you grant Astronify a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and display your User Content in connection with the operation and promotion of the Platform.

7.2. User Responsibilities: You represent and warrant that you own or have the necessary rights to all User Content you post and that such content does not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party.

7.3. Prohibited Content: You agree not to post, upload, transmit, or otherwise make available any User Content that:

• (a) Is illegal, harmful, threatening, defamatory, obscene, pornographic, or abusive.
• (b) Infringes upon or misappropriates the intellectual property rights or other proprietary rights of any third party.
• (c) Promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group.
• (d) Contains viruses, malware, or any other malicious code intended to harm or interfere with the Platform.

7.4. Content Monitoring and Removal: Astronify reserves the right, but is not obligated, to monitor, screen, edit, or remove any User Content at any time and for any reason, with or without notice, in its sole discretion.

8. PROHIBITED USES

You agree not to use the Platform in any manner that:

• 8.1. Violates any applicable local, state, national, or international law or regulation.
• 8.2. Constitutes fraud, impersonation, or misrepresentation, including but not limited to creating a false identity or providing false information.
• 8.3. Attempts to gain unauthorized access to any portion of the Platform, other users' accounts, or any computer systems or networks connected to the Platform.
• 8.4. Interferes with the proper working of the Platform, including by transmitting viruses, worms, bots, or other malicious code.
• 8.5. Engages in any form of data mining, scraping, or the use of automated systems to access or collect information from the Platform.

9. ACCOUNT TERMINATION

9.1. Grounds for Termination: Astronify may, in its sole discretion, suspend, limit, or terminate your access to the Platform and/or your Account, at any time, without prior notice, if you: (a) Violate any provision of this Agreement or any other policy of Astronify. (b) Misuse the Platform or engage in any fraudulent, illegal, or unethical conduct. (c) Fail to pay any fees when due.

9.2. Effect of Termination: Upon the termination of your Account, your right to access and use the Platform and its content shall immediately cease. Astronify shall have no obligation to provide a refund for any fees paid and reserves the right to retain all funds paid by you.

10. DISPUTE RESOLUTION AND GOVERNING LAW

10.1. Amicable Resolution: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter amicably through good faith negotiations.

10.2. Arbitration: If the dispute cannot be resolved through negotiation within a reasonable period, it shall be referred to and finally resolved by arbitration in India, in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended. The arbitration shall be conducted by a sole arbitrator appointed by Astronify. The seat and venue of the arbitration shall be in Bangalore, India.

10.3. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles. The courts in Bangalore and Delhi, India, shall have exclusive jurisdiction to entertain any suit or proceeding arising out of or in connection with this Agreement.

11. DISCLAIMER OF WARRANTIES

11.1. No Guarantees: THE PLATFORM AND ALL CONTENT, COURSES, AND SERVICES PROVIDED THEREON ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ASTRONIFY DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED.

11.2. Educational Purpose Only: THE COURSE CONTENT IS PROVIDED FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY. ASTRONIFY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR EFFECTIVENESS OF THE CONTENT OR ANY LEARNING OUTCOMES. WE DO NOT GUARANTEE EMPLOYABILITY, CAREER ADVANCEMENT, OR ANY OTHER PERSONAL OR PROFESSIONAL BENEFITS FROM USING THE PLATFORM.

11.3. Disclaimers: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ASTRONIFY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12. LIMITATION OF LIABILITY

12.1. Exclusions: IN NO EVENT SHALL ASTRONIFY, ITS DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, INSTRUCTORS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, REVENUE, PROFITS, OR GOODWILL, ARISING FROM YOUR USE OF THE PLATFORM.

12.2. Cap on Liability: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ASTRONIFY'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SPECIFIC COURSE GIVING RISE TO THE CLAIM.

13. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Astronify, its officers, directors, employees, agents, instructors, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) your access to or use of the Platform; (b) any User Content you post or transmit; (c) your violation of any provision of this Agreement; or (d) your infringement of any third party's rights, including but not limited to intellectual property or privacy rights.

14. MODIFICATIONS TO TERMS

Astronify reserves the right, at its sole discretion, to update, revise, or modify these Terms at any time. We will notify you of any material changes by posting the updated terms on the Platform or by sending an email notification. Your continued use of the Platform after any such modifications constitutes your acceptance of the new Terms.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from the Agreement, and the remaining provisions shall continue in full force and effect.

16. ENTIRE AGREEMENT

This Agreement, together with Astronify's Privacy Policy, Refund Policy, and any other policies referenced herein, constitutes the entire and sole agreement between you and Astronify regarding your use of the Platform, and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral.

1. INSTRUCTOR OBLIGATIONS AND COVENANTS

1.1. Account Registration and Eligibility:

• (a) You represent and warrant that you are at least eighteen (18) years of age and possess the full legal right, authority, and capacity to enter into and be bound by this Agreement.
• (b) You shall provide accurate, truthful, and complete information during the instructor registration process and shall promptly update your information to ensure its continued accuracy. Astronify reserves the right to suspend or terminate your account if any information provided is found to be false, inaccurate, or incomplete.

1.2. Course Content and Quality Standards:

• (a) You are solely responsible for all content you upload, submit, publish, or otherwise make available on the Platform, including but not limited to course materials, videos, lectures, quizzes, and supplemental resources ("Course Content").
• (b) You covenant and agree that your Course Content shall be of high professional quality, factually accurate, and free from any errors or omissions that could mislead or harm a learner. You shall promptly update your Course Content as necessary to reflect new information or correct inaccuracies.
• (c) Your Course Content shall strictly comply with all of Astronify's policies, including but not limited to the Acceptable Content Policy.

1.3. Compliance with Law and Prohibited Conduct:

• (a) You shall comply with all applicable laws, rules, and regulations in the course of your activities on the Platform, including but not limited to those related to copyright, privacy, data protection, and taxation.
• (b) You shall not engage in any fraudulent, deceptive, misleading, or abusive conduct, including but not limited to misrepresenting your qualifications, manipulating course ratings, or engaging in unauthorized communication with learners outside the Platform.

2. INTELLECTUAL PROPERTY AND LICENSE GRANT

2.1. License to Astronify: By uploading your Course Content to the Platform, you grant Astronify a non-exclusive, worldwide, transferable, sublicensable, royalty-free license to:

• (a) Host, use, reproduce, display, transmit, distribute, and otherwise exploit your Course Content in connection with the operation, marketing, promotion, and distribution of the Platform and your courses;
• (b) Market and promote your Course Content, including but not limited to, through social media, advertisements, email marketing, and third-party affiliates; and
• (c) Sublicense the foregoing rights to third-party distribution partners, affiliates, and marketing channels for the purposes of distributing and promoting your Course Content.

2.2. Right to Promote: You acknowledge and agree that the license granted in Section 2.1 expressly permits Astronify to offer your Course Content to learners through promotions, discounts, bundles, and other marketing campaigns, at a price determined solely by Astronify, without requiring your further consent or approval, provided such promotion does not alter the underlying revenue share model.

2.3. Ownership Retention: You retain all ownership rights, title, and interest in and to your Course Content. The license granted to Astronify does not constitute a transfer of ownership. You may distribute your Course Content on other platforms, provided such distribution does not conflict with or violate the terms of this Agreement.

3. PRICING, REVENUE SHARE, AND PAYMENTS

3.1. Pricing Determination: (a) You may suggest a price range for your Course Content, but Astronify, in its sole discretion, shall set the final price for all learners. (b) Astronify may adjust pricing to account for regional differences, currency fluctuations, market conditions, and applicable taxes.

3.2. Revenue Share Model: Revenue generated from paid course enrollments shall be shared between you and Astronify in the following manner: (a) Instructor Share: Fifty percent (50%) of the net revenue. (b) Astronify Share: Fifty percent (50%) of the net revenue. (c) "Net Revenue" is defined as the gross amount received by Astronify from the learner, less any and all applicable taxes, payment processing fees, and refunds.

3.3. Payment Processing and Schedule: (a) Payouts to Instructors shall be made in U.S. Dollars (USD) via Stripe Connect or another third-party payment processor designated by Astronify. (b) Payouts will be processed on a monthly basis, provided the total amount due to the Instructor meets a minimum threshold of fifty U.S. Dollars ($50.00). Any amounts below this threshold will be rolled over to the next payment cycle. (c) Payments shall be released approximately forty-five (45) days after the end of each calendar month to account for the learner refund period and payment processing.

3.4. Refund Deductions: Any refunds issued to a learner in accordance with Astronify's Refund Policy will be deducted from your share of the revenue for that transaction. Astronify reserves the right to deduct such reversals from your current or future payouts.

4. TAXES

4.1. Indian Tax Deduction at Source (TDS): You acknowledge and agree that Astronify is required under the Indian Income Tax Act, 1961, to deduct Tax Deducted at Source ("TDS") from your payouts. The default TDS rate is ten percent (10%), unless a lower rate is applicable and you provide the required documentation.

4.2. Double Taxation Avoidance Agreement (DTAA) Benefits: (a) If you are a tax resident of a country that has a DTAA with India, you may be eligible for a reduced TDS rate. (b) To claim DTAA benefits, you must provide a valid Tax Residency Certificate ("TRC") issued by the tax authority of your country of residence, along with a duly completed and signed Form 10F. Refer to our Tax and Payout Policy. (c) Astronify shall facilitate the digital submission of your TRC and Form 10F through the Instructor Dashboard. Failure to provide valid and complete documents will result in the application of the standard TDS rate.

4.3. Instructor's Personal Tax Obligations: You are solely and exclusively responsible for the declaration and payment of any and all taxes, including but not limited to value-added tax (VAT), goods and services tax (GST), income tax, or other levies, in your country of residence. Astronify shall have no responsibility for your personal tax obligations outside of India.

5. STUDENT DATA AND CONFIDENTIALITY

5.1. No Direct Relationship with Learners: You acknowledge that you do not have a direct contractual relationship with the learners on the Platform. Your relationship is solely with Astronify.

5.2. Limited Data Access: You will only be provided with limited learner information as made available through the Platform's features. This information is provided for the sole purpose of engaging with learners on the Platform and improving your courses.

5.3. Prohibited Use of Data: You covenant and agree that you shall not: (a) Solicit, collect, store, or misuse any personal data from learners; (b) Promote or advertise any of your own services, products, or websites outside of the Platform; or (c) Use any learner data for any purpose other than what is explicitly permitted by Astronify.

5.4. Indemnification: You shall indemnify and hold harmless Astronify from and against any and all claims, damages, liabilities, and expenses (including reasonable legal fees) arising from your misuse or unauthorized handling of any learner data.

6. INTELLECTUAL PROPERTY REPRESENTATIONS AND INDEMNIFICATION

6.1. Your Representations and Warranties: You represent and warrant that you own or have obtained all necessary rights, licenses, consents, and permissions to use and submit your Course Content to the Platform and to grant the license set forth in Section 2 of this Agreement.

6.2. Infringement Indemnification: You agree to indemnify, defend, and hold harmless Astronify, its directors, employees, and affiliates from and against any and all claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from any claim that your Course Content infringes, misappropriates, or otherwise violates the intellectual property rights or other proprietary rights of any third party.

6.3. Content Removal: Astronify reserves the right, in its sole discretion, to remove any Course Content that it believes, or has been notified, violates any law, third-party rights, or any of Astronify's policies.

7. TERMINATION AND COURSE REMOVAL

7.1. Instructor's Right to Terminate: You may request the removal of your course(s) from the Platform at any time. However, you acknowledge and agree that Astronify may, at its sole discretion, continue to make your courses available to learners who have already purchased them prior to the removal request.

7.2. Astronify's Right to Terminate: Astronify may suspend or terminate your account and remove your courses from the Platform at any time, with or without notice, if you: (a) Violate any provision of this Agreement or any other Astronify policy; (b) Engage in fraudulent or illegal activity; or (c) Receive repeated or substantial complaints from learners or have a consistently low quality rating.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL ASTRONIFY, ITS DIRECTORS, EMPLOYEES, AFFILIATES, OR INSTRUCTORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION AS AN INSTRUCTOR ON THE PLATFORM. ASTRONIFY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF REVENUE PAID TO YOU BY ASTRONIFY IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles. The parties irrevocably agree that any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Bangalore and Delhi, India.

10. AMENDMENTS

Astronify reserves the right to amend, modify, or update these Instructor Terms at any time. We will notify you of any material changes by posting the updated terms on the Platform or by sending an email notification. Your continued use of the Platform as an Instructor after the effective date of any such changes constitutes your acceptance of the new terms.