PLEASE READ THE TERMS OF USE THOROUGHLY AND CAREFULLY.

This terms of use was last updated on 08 February, 2024.

Now&Me Enterprises Private Limited ("NEPL"), primarily operates, controls and manages Now&Me platform (as defined below) from its registered office at 23-A Third Floor, Shivaji Marg, Delhi, India-110027 ("Registered Office").

The terms and conditions set forth below ("Terms of Use") and the Privacy Policy (as defined below) constitute a legally-binding agreement between NEPL and you. These Terms of Use contain provisions that define your legal rights and obligations with respect to your use of and participation in the NEPL’s mobile application and website for providing consultation services (“Services”) through the platform called Now&Me (collectively referred to herein as "Now&Me") to the users of Now&Me (each, an "User"). The Terms of Use described below incorporate the Privacy Policy which is applicable to you. Now&Me is owned and operated by NEPL.

You acknowledge that Now&Me serves as an unique platform which (i) helps people through peer support, (ii) provides the User with the option to join different sub-communities created within the Now&Me app (“Sub-communities”), and (iii) acting as a platform where visitors can avail consultation services through text chatting and/or audio calls and/or audio-visual calls and/or livestream sessions over Now&Me with duly qualified experts which include therapists, psychologists, psychiatrists, life coaches, career coaches, relationship coaches, tarot card readers, astrologers and other similar experts in their respective fields, onboarded by NEPL on Now&Me and which includes you (collectively the “Experts”), and, by using, visiting, registering for, and/or otherwise participating in Now&Me, including providing the Services, promoted, and displayed on Now&Me, and by agreeing to NEPL email in relation to this Terms of Use, you hereby certify that: (1) you have the authority to enter into these Terms of Use, (2) you authorize the transfer of payment for Services requested through the use of Now&Me, if applicable, and (3) you agree to be bound by all terms and conditions of these Terms of Use and any other documents incorporated by reference herein. If you do not so agree to the foregoing, you should not click to affirm your acceptance thereof, in which case you are prohibited from accessing or using Now&Me. If you do not agree to any of the provisions set forth in the Terms of Use, kindly discontinue viewing or participating in Now&Me immediately.

YOU SPECIFICALLY AGREE THAT BY USING NOW&ME, YOU ARE COMPETENT UNDER LAW TO ENTER INTO A LEGALLY BINDING AND ENFORCEABLE CONTRACT OR IN THE ALTERNATIVE, YOUR LEGAL GUARDIAN HAS AGREED TO ENTER INTO THIS CONTRACT ON YOUR BEHALF AND YOUR USAGE OF NOW&ME IS UNDER SUPERVISION OF SUCH LEGAL GUARDIAN.

All references to "you" or "your," as applicable, mean the person that accesses, uses, and/or participates in Now&Me in any manner. You and NEPL have been collectively referred hereinafter as “Parties” and individually as “Party” wherever required.

1. SCOPE OF SERVICES

1.1.NEPL shall provide its platform, Now&Me to the Users through which Users can interact with you on Now&Me on a one-to-one basis and you can provide the Services to the Users via (i) text chatting and/or audio calls (“Non-Visual Interaction”) or audio-visual calls (“Visual Interaction”) or (iii) livestream sessions (“LiveStream Sessions”) on Now&Me. Non-Visual Interaction and Visual Interaction shall collectively be referred to as “Interaction”.

Non-Visual Interaction

1.2.You will be required to spend a minimum of three (3) live hours on Now&Me on a daily basis to increase your credibility among the Users. This three live hours for a daily average shall be calculated on a weekly basis after accumulating the time spend by you on Now&Me in a week.

1.3.The Users will be required to select an available time slot on Now&Me for each Expert i.e., a 5 minutes Interaction or a 10 minutes Interaction etc. As soon as a User selects one of your available time slots, you will receive a notification to that effect on your phone or computer. You can either accept or reject the request for Interaction sent by the User.

1.4.Once you accept the Interaction request, a notification shall be sent to the User to start the Interaction within one minute.

1.5.When a User clicks “start chat” or “start audio call” (as the case may be), the Interaction shall begin at the time slot selected by the User.

1.6.It is clarified that once you have accepted the Interaction request from a User, you cannot rescheduled or cancel the request. If the User clicks on “start chat” or “start audio call” (as the case may be) and you do not reply or engage with the User, then the fee for that particular session shall be deducted by NEPL from your monthly settlement. However, the User can cancel the Interaction any time before the start of the Interaction.

Visual Interaction

1.7.You will be required to manually set your availability for each day and it shall be your responsibility to ensure that your calendar is up-to-date

1.8.You can skip updating slots for a particular day if you are not desirous of undertaking Visual Interaction on that particular day. In such an event, no slots shall available to the User for that particular day. However, if an Expert is available for a particular day, the Expert shall ensure availability for a minimum of 3 (three) hours on such day.

1.9.The Users will be required to select an available time slot on Now&Me for each Expert i.e., a 45 minutes Visual Interaction or a 60 minutes Visual Interaction. As soon as a User selects one of your available time slots, you will receive a notification to that effect on your phone or computer.

1.10.Upon payment by the User, a google meeting link shall be shared with the User and you; and you shall be obligated to attend all Visual Interactions which have been booked by the Users basis your calendar, subject to Clause 1.11 hereinbelow.

1.11.It is clarified that once an User has booked a Visual Interaction, you may reschedule the same as follows, but subject to the User’s consent on the revised schedule: (i) Minimum of 12 (Twelve) hours prior to the Visual Interaction; or (ii) Minimum of 3 (Three) hours prior to the Visual Interaction if the Visual Interaction was booked on the same day and the Expert has an unavoidable emergency.

1.12.In the event, the User rejects the Expert’s request to reschedule, the Expert shall not be entitled to any payment for the Visual Interaction and the User shall be reimbursed for the same.

1.13.Further, a “no-show” by the Expert for a Visual Interaction booked by the User as per the Expert’s calendar shall result in the imposition of a “Fine” as set out in Clause 2 hereinbelow.

LiveStream Sessions

1.14.An Expert may schedule and host sessions, at its convenience, which shall be live-streamed on Now&Me.

1.15.During such sessions, an Expert shall be able to interact with Users, provide resources (such as links, articles, blogs, guides, reading material etc.), participate in 1:1 sessions with Users who have opted for the same (whether anonymously or publicly), accept virtual gifts sent by the Users, with the overall aim of fostering a safe environment.

1.16.NEPL shall have the right to moderate the contents of the sessions, remove inappropriate content and investigate complaints from Users in relation to the LiveStream Sessions. Basis the above, an Expert’s quality and credibility shall be maintained, and NEPL reserves the right to suspend and/or terminate an Expert’s ability to live stream, in the event of violation of NEPL’s guidelines.

2. PRICING

2.1The pricing for the Non-Interaction shall be on a per minute basis subject to a minimum Non-Interaction of five minutes. The exact pricing per minutes shall be mutually agreed between you and NEPL through an email/ google form where you will be required to provide a per minute pricing to NEPL. Similarly, the exact pricing for Visual Interactions shall be mutually agreed between you and NEPL through an email/ google form.

2.2NEPL shall provide each User 1 free Non-Visual Interaction session of 5 minutes which he/ she can redeem with any Expert. Therefore, in case a User redeems his/ her free Non-Visual Interaction session with you, no payment shall be made to you for such session. In case of such a free session, you will be notified by NEPL that the said Non-Visual Interaction session is free for the first 5 minutes.

2.3You will not be permitted to charge for a free service being imparted by you for any reason whatsoever.

2.4Before the start of the Non-Visual Interaction, the User shall be required to recharge his/ her wallet with Now&Me for a minimum amount equivalent to five minutes of pricing before the start of the Non-Visual Interaction. Once the stipulated time gets over, the User shall be required to again recharge his/ her wallet. For a Visual Interaction however, the User shall pay for each Visual Interaction session in advance.

2.5In relation to Non-Visual Interactions, You you agree that the pricing once provided by you can be increased or decreased by a maximum 20% (twenty percent) by you only after a gap 30 (thirty) days from the date of joining or from the last updated price on your profile.

2.6Notwithstanding Clause 2.1, each Expert acknowledges that as consideration for the services provided by NEPL, NEPL shall be entitled to mark up, in its sole discretion, the Expert’s per minute pricing in relation to Non-Visual Interaction, in order to charge the User for the services provided by Now&Me ("Platform Non-Visual Interaction Fee”).

2.7Notwithstanding Clause 2.1, each Expert acknowledges that as consideration for the services provided by NEPL, NEPL shall be entitled to (i) a certain percentage of the amount payable / paid by the Users to the Expert(s) for the Visual Interaction, which shall be inclusive of all applicable taxes and transaction charges, with the final percentage being intimated to the Expert by way of email / google form; and (ii) mark up, in its sole discretion, the Expert’s per Visual Interaction session price in order to charge the User for the services provided by Now&Me (collectively “Visual Interaction Fee”).

2.8In the event, the Visual Interaction is cancelled by the User in accordance with the terms and conditions of Now&Me which entitles the User to a refund of the amount paid by him/her, the Expert shall not be paid for such cancelled Visual Interaction either. However, if the User is a “no-show”, the Expert shall be entitled to receive the amount as mentioned in this clause.

2.9The Fine (as mentioned in Clause 1.13 hereinabove) shall be 50% (fifty per cent) of the amount which the Expert would have received for the particular Visual Interaction, at which the Expert was a “no-show”.

2.10LiveStream Sessions are conducted voluntarily by the Expert and hence, there is no revenue / consideration payable to the Expert for the same. However, in relation to (i) 1:1 sessions booked by an User within a LiveStream Session, and (ii) virtual gifts sent by the User to the Expert; since the User is required to pay for the same, the amount generated shall be shared between NEPL and Expert as per the revenue share model, then in force between NEPL and the Expert.

2.11The settlement with NEPL shall take place on a monthly basis at the end of each calendar month and the entire amount accrued to you after deducting the Platform Non-Visual Interaction Fee and Visual Interaction Fee and applicable taxes (if any) shall be credited to your account (details of which shall be provided by you in advance) by NEPL, subject to applicable law. The details of such monthly settlement shall be provided to you on request.

3. REFUND AND CANCELLATION

Any complaint (in relation to an Interaction, LiveStream Session or otherwise) or request for refund raised by the User shall be subject to review by the NEPL team. In case of a complaint from a User, you shall be provided the opportunity to represent yourself and to be heard and any decision regarding the complaint shall be taken only after hearing your side. You shall be provided 48 (forty eight) hours to respond to the User’s complaint and present your case. Failure to do so, shall result in NEPL proceeding with the deciding the User’s complaint on its own merits, without your response and participation. It is however clarified that the decision of NEPL shall be final and binding on both you and the User.

4. OBLIGATIONS AND COVENANTS

4.1. In case you are a therapist, psychiatrist or a psychologist, you will adhere to the ethical obligations as prescribed by Rehabilitation Council of India (available at http://www.rehabcouncil.nic.in/forms/Sublink1.aspx) and the American Psychological Association (available at https://www.apa.org/ethics/code) and any other applicable law. In case you are any other expert, you are required to adhere to the ethical obligations prescribed by the applicable law as well as any other law, rules, regulations etc. as applicable to your profession.

4.2.In the event that a User shares having suicidal thoughts with you during the session or indicates any suicidal tendencies and you are not equipped to handle such situation, you may recommend such Users to call the iCall Helpline at “+91 9152987821” or refer the Users to seek help over websites like “http://www.aasra.info” and“https://www.iasp.info/crisis-centres-helplines/” .

4.3. You will be solely liable for any claim or action arising out of any wrong or misleading information furnished by you on Now&Me. You undertake that you will furnish true and correct information including information about your qualification on Now&Me.

4.4.Further, in case you are a therapist, psychiatrist or a psychologist you undertake at times to be subject to and under ‘supervision’ as per market practice and the Ethical Framework for the Counselling Professions. In the event you cease to be under supervision for any reason whatsoever, you shall intimate NEPL in writing, within 2 (two) days of the same. It is clarified that the above mentioned supervision shall not be done by NEPL.

4.5. You shall be solely liable for any claim or action arising out of any session with Users, including an Interaction, LiveStream Session or otherwise; and shall keep NEPL indemnified in this regard.

4.6. You shall treat the User in a cordial fashion and maintain a proper decorum and answer all kinds of questions being sought by the User in a peaceful manner. You will not use filthy language or impart threats to the User.

4.7. You will not upload or display or share the personal information/ conversations with the User/ the advice sought by the User at any place over the internet or any other platform.

4.8. You shall always conduct yourself appropriately and will not upload, post, email, transmit, livestream or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable on or through NEPL.

4.9.You will maintain decorum while replying to any comment or review posted on Now&Me inclusive of any comment or review posted by the User who has interacted with you.

4.10. You will not to do any acts which may harm the reputation and interests of NEPL including, but not limited to posting negative reviews on any social platform, disclosing NEPL’s policies to anyone and in general making any defamatory comments of any type or nature whatsoever to anyone about NEPL, its employees, officers, directors, agents, consultants, affiliates etc. You also agree not to encourage, motivate, influence any of their friends, family members, Users, acquaintances or any other person to do the same.

4.11. You will not defame or humiliate any other Expert listed on Now&Me by using terminologies inter alia less capable, inefficient, less knowledgeable, etc.

4.12. You will not promote any other platform/competitors providing similar services like NEPL while using Now&Me.

4.13. You will not share internal policies and information about NEPL as well as details of contract/ earnings from NEPL with any member of the general public who may or may not be associated with NEPL. You may however share the details of your earnings with your immediate family members i.e., spouse/ parents/ children and with professionals such as tax consultants/ lawyers/ income tax practitioners/ GST practitioners etc. or with a statutory authority.

4.14. You will attend to the promotional Interactions in a cordial manner with the same zeal and enthusiasm that you would exhibit in any other paid Interactions and treat all the Users.

4.15. NEPL does not promote or encourage any superstitions like Tantra, Black Magic, Totke, Vashikaran etc. NEPL prohibits predictions on sensitive issues which may lead to un- informed choices being made by the User. You shall refrain from advising any User on the following matters which include but not limited to:

a) Predicting gender of an unborn child;

b) Providing date / time for medical issues such as operation for successful completion;

c) Prediction with regard to any criminal offence being planned by the User;

d) Prediction with regard to achieving success through illegal means;

e) Predictions relating to gambling, money - laundering, drug abuse etc. and;

f) Predicting with regard to ensuing death for any reason whatsoever inclusive of accidental, medical, etc.

4.16. You shall not share your NEPL log in credentials with anyone else.

4.17. You agree that while answering to the Users, you will not copy/paste data from another application or any AI. You will type all answers by yourself after carefully analysing the User queries.

4.18. Use of any kind of filthy language, intentionally wasting time, demeaning the User, having more than 10 sessions with remarks “Not Served Properly” would result in imposition of penalty as per the policies of NEPL and deactivation of your profile.

4.19. Violation of any of the above covenants or a negative outcome of a complaint under Clause 3 hereinabove will result in deactivation of your profile and shall attract penalty as per the policies of NEPL. For re-activation, the NEPL team shall audit all the Interactions and calls between you and the Users if a violation is further repeated, your profile shall be deactivated permanently.

4.20. NEPL shall not be held liable if you provide NEPL with fake certification. You declare that the information provided by you with respect to your qualifications is true and correct. If it is found that you have provided false information or fake certification in relation to your qualifications, a penalty as per the policies of NEPL will be payable by you to NEPL. Your profile will be deactivated immediately and all pending payments will be withheld in case you provide false information or fake certification in relation to your qualifications.

5. SHARING OF PERSONAL INFORMATION

5.1.You cannot share any personal information belonging to yourself or any of your friends, acquaintances, family members or any other persons who may or may not be connected with you. Such personal information shall include but shall not be limited to contact number, bank account details, e-mails, websites, personalised page, blogs, social media profile(s) etc.

5.2. You cannot ask the User to deposit any amount in your personal account for the Services rendered through Now&Me. You shall not attempt to circumvent Now&Me in any manner whatsoever.

5.3. You agree that all User queries are to be addressed through Now&Me. You agree not to obtain and encourage Users to share their personal details on Now&Me. You cannot solicit the User to contact you personally for your personal gain.

5.4. You agree and declare not to use the personal information of the User for your personal gain. On receiving such personal information inclusive of the contact details of the User and if required, you agree not to approach the User directly without the prior permission of NEPL.

5.5. Violation of any of the above will result in deactivation of your profile and shall attract penalty as per the policies of NEPL. For re-activation, the NEPL team shall audit all the chats and calls between you and the Users if a violation is further repeated, your profile shall be deactivated permanently.

6. REPRESENTATIONS AND WARRANTIES

6.1. Each Party represents and warrants for itself to the other that:

(6.1.1.) it has all requisite power and authority to execute, deliver and perform its respective obligations and undertakings in this MOU and any other documents which may be required to effect the transactions contemplated by this MOU;

(6.1.2.) the execution and delivery of this MOU by that Party shall constitute the valid and binding obligations of that Party enforceable against it in accordance with their respective terms and does not require consent from any third parties (including any governmental authorities);

(6.1.3.)i neither the execution of this MOU, nor the performance of obligations agreed hereunder, by such Party, shall conflict with, or result in a breach of, or constitute a default under its constitutional documents or memorandum of association, articles of association, or any applicable laws or of any agreement to which it is a party or is subject.

(6.1.4.) You further represent and warrant to NEPL that you have the required expertise in your field to render advice to the Users and all the information and certification in relation to your qualifications are true and correct to the best of your knowledge.

7. TERMINATION

7.1. Once you agree to be onboarded with NEPL, you will be obligated to provide the Services over Now&Me for a period of 45 (forty-five) days (“Lock In Period”). You cannot, under any circumstances, terminate your arrangement with NEPL during the Lock In Period.

7.2. After the Lock In Period, you shall be required to provide a prior written notice of 30 (thirty) days to NEPL in the event you want to stop providing the Services over Now&Me (“Notice Period”). NEPL may also terminate your association by providing a prior written notice of the Notice Period.

7.3. In the event that you commit a breach of any of the provisions of these Terms of Use, NEPL shall be entitled to terminate your engagement with immediate effect.

8. DATA PRIVACY AND CONFIDENTIALITY

8.1. You shall at all times protect the security, privacy and integrity of the data shared by the User with you, and shall prevent any unauthorised access to, deletion, or corruption of, such data.

8.2. You shall at all times be bound by applicable law and ethics in relation to the confidentiality obligations owed to the Users.

9. INTELLECTUAL PROPERTY

9.1. Intellectual Property shall mean and include but not be limited to creative, catalogues, concepts, creations, discoveries, designs, pictures, inventions, ideas, patents, improvements, trade or business secrets; utility models, tools, devices, models, methods, procedures, processes, systems, principles, software programs, algorithms, works of authorship, flowcharts, drawings, books, papers, models, sketches, hoardings, banners, charts, formulas, proprietary techniques, research projects, training modules, training techniques and other confidential and proprietary information, databases, data, documents, instruction manuals, records, memoranda, notes, whether or not registered, or copyrightable, or patentable, or any written or verbal instructions or comments.

9.2. Intellectual Property Rights shall mean collectively or individually, the following worldwide intangible legal rights, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired: (i) patents, patent disclosures, patent rights, know-how, including any and all divisions, re-issues, re-examinations, utility model and design patents/ rights or any extensions thereof; (ii) rights associated with works of authorships, including without limitation, copyrights, copyright applications, copyright registrations; (iii) rights relating to the protection of trade secrets and confidential information; (iv) all other intellectual property rights anywhere in the world including rights of privacy and publicity, whether or not requiring registration and whether or not such registration has been obtained; and (v) proprietary information, proprietary processes, software, technical information, data, databases (including but not limited to customer data, sales data, etc.), process technology, plans, formulae, algorithms and blue prints etc.

9.3. You acknowledges that all Intellectual Property and related Intellectual Property Rights owned by NEPL are the property of NEPL. NEPL retains and reserves all rights, title and interest in the above mentioned Intellectual Property and related Intellectual Property Rights.

9.4. You acknowledges that you neither own nor acquire any rights whatsoever in and to the foregoing.

9.5. By creating a profile on Now&Me, you shall be deemed to have grant NEPL an exclusive, royalty-free, perpetual, irrevocable, worldwide licence to (i) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, transmit and display any parts of your profile including but not limited to profile picture, rating, reviews etc. and/ or to incorporate it in other works in any form, media, or technology now known or later developed, (ii) display your profile online and offline and use the same in any marketing , promotional or branding activity on any medium like internet, print, television etc. and (iii) display portions of your content online or offline and permit others (contractors, vendors, partners etc.) to do the same.

9.6. You acknowledge that all LiveStream Sessions, and their contents, recordings, copies, translations, etc. are owned solely by NEPL and NEPL holds all Intellectual Property and related Intellectual Property Rights over the same. The Expert shall not be deemed to be the owner or creator of the same, and if under applicable law, the Expert is considered to be the owner or the creator, then the Expert by way of this Terms of Use, waives his /her rights and assigns all Intellectual Property and related Intellectual Property Rights in favour of NEPL. The Expert undertakes to take all actions as required to give effect to the hereinabove. Further, in relation to any material shared by the Expert during the LiveStream Sessions, the ownership shall remain with the original owner of the material.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1. This Terms of Use shall be governed by the laws of India.

10.2. The Parties shall use their best endeavour to settle amicably amongst themselves any and all disputes arising out of or in connection with this terms or the interpretation thereof. Any dispute shall be settled by a sole arbitrator jointly appointed by the Parties in accordance with the Arbitration and Conciliation Act, 1996. The venue for arbitration shall be New Delhi and the language shall be English.

10.3. In the event of a dispute between the Parties, each Party shall continue the performance of its obligations under this Terms of Use and shall avoid any action that might hinder the proper performance of any Party’s obligations.

10.4. Subject to the above, the courts of New Delhi, India shall have exclusive jurisdiction over all matters arising pursuant to this Terms of Use.

11. INDEMNITY

11.1. You shall indemnify, defend and hold harmless NEPL and its officers, directors, employees, representatives, agents, respective directors, and assigns from and against any and all direct and actual liability (including but not limited to liabilities, judgments, damages, losses, claims, costs and expenses, including reasonable attorneys’ fees and expenses) any other loss that may occur, arising from or relating to:

11.1.1. a breach, non-performance or inadequate performance by you of any of your undertakings, obligations, representation or warranties under this Terms of Use; or

11.1.2. your acts, errors, misrepresentations, willful misconduct or gross negligence in performance of your obligations under this Terms of Use; or

11.1.3. misuse/ incorrect use/use outside the scope of this Terms of Use, of any intellectual property right of NEPL; or

11.1.4. breach of applicable law including but not limited to data protection and/or ethics.

12. NON COMPETE

12.1. You agree that you shall not work/ deliver your Services on any competitor platform imparting similar services over the internet during the existence of your arrangement with NEPL. You are prohibited to use a disguised or alias name while trying to deliver your Services on any competitor platform over the internet. Violation of the same will cause implementation of a penalty as per the policies of NEPL and deactivation of your profile.

12.2. You agree that you shall not open or operate a similar platform for a period of 5 (five) years from the cessation of your profile/ relation with NEPL. You are prohibited to use the name of NEPL to lure the Users advised through Now&Me.

13. MISCELLANEOUS

13.1. Successors and Assigns – You will not be allowed to assign your rights and obligations hereunder without the written consent of NEPL.

13.2. Entire Understanding and Conflict - This Terms of Use represents the entire understanding of the Parties in respect of the matters contemplated hereunder.

13.3. No Partnership or Agency - Nothing herein contained shall constitute or be deemed to constitute a partnership between the Parties or constitute either party as an agent of the other for any purpose.

13.4. Waiver - The waiver of any default or breach under this Terms of Use by any Party shall not constitute a waiver of any further right hereunder or waiver of the right to terminate this Terms of Use for any default or breach of a similar nature or under any other terms and conditions of this Terms of Use.

13.5. Modifications - NEPL reserves the right, in its sole discretion, to change, modify, or otherwise amend the Terms of Use, and any other documents incorporated by reference herein for complying with legal and regulatory framework and for other legitimate business purposes, at any time, and NEPL will post the amended Terms of Use on Now&Me. It is your responsibility to review the Terms of Use for any changes and you are encouraged to check the Terms of Use frequently. Your use of Now&Me following any amendment of the Terms of Use will signify your assent to and acceptance of any revised Terms of Use. If you do not agree to abide by these or any future Terms of Use, please do not use or access Now&Me.