Independent Consultant Agreement

This Practitioner / Consultant Agreement (“Agreement”) is made: BY AND BETWEEN ABRYX TECH LLP, a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008, bearing LLPIN ACZ-5081, and operating the wellness and practitioner platform under the brand name “Aham Nirvana”, hereinafter referred to as the “AhamNirvana”; AND The professional who has signed up on the platform with the intent of providing health and mental wellness services and has represented possessing the qualifications, certifications, registrations and/or professional credentials disclosed to the Company, hereinafter referred to as the “Practitioner”. The Company and the Practitioner are individually referred to as a “Party” and collectively as the “Parties”.

1. DEFINITIONS Unless the context otherwise requires, the following terms shall have the meanings assigned to them below: a) “Aham Nirvana” means the wellness platform, brand, website, digital properties, applications, social-media channels and related services operated or controlled by ABRYX. b) “Client” means any person who accesses, enquires through, registers on, books through, or receives Services in connection with the Platform. c) “Platform” means the Aham Nirvana website, applications, software, systems and other digital or physical infrastructure used by the Company in connection with its business. d) “Practitioner Content” means photographs, videos, biographies, introductions, descriptions, educational material and other content voluntarily supplied by the Practitioner to the Company. e) “Services” means the professional, wellness, healing, advisory, consulting or other services corresponding to the modality or modalities approved by the Company and offered by the Practitioner through the Platform. f) “Practitioner Profile” means the profile, listing and related information relating to the Practitioner displayed on the Platform.

2. APPOINTMENT AND PURPOSE a) The Company hereby appoints the Practitioner, on a non-exclusive basis, to provide the approved Services through the Platform, and the Practitioner accepts such appointment subject to the terms of this Agreement. b) The Practitioner acknowledges that the Company operates a technology-enabled platform intended to facilitate discovery, communication, booking and engagement between Clients and Practitioners. c) Nothing in this Agreement shall be construed as a guarantee by the Company of any minimum number of Clients, bookings, sessions, revenue, income or business opportunities. d) The Company shall have the right to determine the categories, modalities and Services that may be listed on the Platform and may decline to list or continue listing any Service that it reasonably considers inconsistent with its standards, policies or applicable law.

3. PRACTITIONER’S REPRESENTATIONS AND WARRANTY a) The Practitioner represents and warrants that the Practitioner possesses the qualifications, training, experience, certifications and/or professional authorisations represented to the Company and displayed on the Platform. b) The Practitioner shall provide Services strictly within the scope of the Practitioner’s actual training, competence, qualifications and applicable legal permissions. c) The Practitioner shall not: i. falsely represent any qualification, certification or professional status; ii. diagnose, prescribe or treat medical or psychological conditions unless legally qualified and authorised to do so; iii. make false, misleading or unsubstantiated claims regarding the ability of any Service to cure, prevent or treat a medical or psychological condition; or iv. knowingly represent wellness or healing Services as a substitute for appropriate medical or mental-health care where such care is required. d) Where the Practitioner reasonably considers that a Client requires professional assistance outside the Practitioner’s scope of competence, the Practitioner shall exercise appropriate professional judgment and advise the Client to seek suitable qualified assistance. e) The Practitioner shall comply with all applicable laws, regulations, professional standards and ethical requirements relating to the Services. f) The Practitioner grants the Company a non-exclusive, worldwide, royalty-free licence to use, reproduce, display, publish, distribute and communicate Practitioner Content for operating, presenting, promoting and marketing Aham Nirvana. g) Such use may include publication on the Aham Nirvana website, official social-media channels, promotional materials, educational communications and other official channels operated by or on behalf of the Company. h) The Practitioner represents that the Practitioner owns or has obtained all necessary rights and permissions in relation to Practitioner Content supplied to the Company. i) The Practitioner shall not submit content containing confidential information, third-party copyrighted material or any other material for which the Practitioner lacks the necessary rights or permissions. j) the Practitioner shall promptly disclose any event that materially affects the Practitioner’s eligibility or ability to provide the Services

4. PRICING AND COMMERCIAL TERMS a) Subject to applicable law and the Platform’s technical and commercial structure, the Practitioner may determine the professional fee charged for the Services. b) The Practitioner acknowledges that AhamNirvana does not prescribe or guarantee a particular pricing strategy or minimum price. c) The Practitioner is encouraged to establish pricing that is reasonable and appropriate having regard to the nature, duration, complexity and scope of the Services. d) The commercial arrangement between the Parties, including the Practitioner’s fee, Platform fee, revenue share, deductions and payout cycle, shall be specified to the practitioner once the Practitioner is onboarded and listed on the platform. The Parties agree that for every booking made with the Practitioner on AhamNirvana Platform, platform fee shall be charged at 40% of the booking amount. e) AhamNirvana may deduct Platform fees, payment-processing charges, taxes, refunds, reversals or other amounts expressly authorised under this Agreement or applicable Platform policies. AhamNirvana reserves the right to alter the platfrom fee or charges of any other kind at its sole discretion. f) AhamNirvana does not guarantee any minimum bookings, Clients, revenue or earnings. g) The Practitioner shall provide accurate and valid bank account details for processing payouts. h) Payments shall be processed in accordance with the commercial terms set out in the formal email communication to each such onboarded Practitioner and shall be paid out on a fortnightly basis as per the applicable Platform policies. i) The Practitioner shall be solely responsible for taxes and statutory liabilities arising from fees received by the Practitioner, except for taxes which AhamNirvana is legally required to deduct, withhold or collect. j) AhamNirvana shall be entitled to deduct tax at source and other statutory deductions where required by applicable law. k) Where applicable, GST or other indirect taxes shall be dealt with in accordance with applicable law and the Practitioner’s registration status.

5. PRACTITIONER’S ROLES AND RESPONSIBILITIES a) The Practitioner shall maintain suitable technical facilities necessary to provide professional online Services, including: i) a functional laptop or suitable device; ii) stable and reasonably reliable internet connectivity; iii) an appropriate microphone or headset; iv) a quiet environment reasonably free from interruptions; v) adequate lighting; and vi) a professional and suitable session environment.

b) For live online sessions conducted through the Platform, the Practitioner shall use the official Aham Nirvana backdrop or other branding material where provided or reasonably required by AhamNirvana. c) The Practitioner shall take reasonable steps to minimise technical disruptions and maintain a professional environment during Client sessions. d) The Practitioner shall maintain accurate and current availability on the Platform. e) The Practitioner shall honour confirmed bookings and conduct sessions at the scheduled time. f) The Practitioner shall be punctual and adequately prepared for each confirmed session. g) The Practitioner shall respond within a reasonable period to communications from AhamNirvana concerning bookings, Clients, scheduling, verification or Platform operations. h) Repeated cancellations, unreasonable rescheduling, late attendance, no-shows or failure to honour confirmed bookings may constitute a breach of this Agreement. i) Where such conduct is repeated or materially affects Clients or the Platform, AhamNirvana may issue a warning, restrict availability, suspend the Practitioner Profile or terminate this Agreement. j) Genuine emergencies and circumstances beyond the Practitioner’s reasonable control shall be considered on a case-by-case basis. k) The Practitioner shall conduct all Client interactions with professionalism, integrity, empathy, respect and reasonable care. l) Sessions shall remain substantially focused on the Client’s needs, concerns, objectives and well-being. m) The Practitioner shall not use Client sessions primarily to promote personal achievements, testimonials, personal journeys, unrelated businesses, products or commercial interests. n) Relevant professional examples may be shared where appropriate for educational purposes, provided that Client confidentiality is maintained. o) The Practitioner shall not engage in conduct that is abusive, discriminatory, harassing, exploitative, threatening or otherwise inappropriate towards a Client.

6. CONFIDENTIALITY AND CLIENT/DATA PRIVACY a) The Practitioner shall maintain strict confidentiality with respect to all non-public information concerning Clients, AhamNirvana and the Platform obtained in connection with the Services. b) The Practitioner shall not disclose identifiable Client information to any third party except: i. with appropriate Client authorisation; ii. where required by law; or iii. where reasonably necessary for the provision of Services and permitted under applicable law. c) The Practitioner shall not use Client information for personal marketing, solicitation or unrelated commercial purposes. d) The Practitioner shall take reasonable technical and organisational measures to protect Client information against unauthorised access, disclosure, alteration, loss or misuse. e) Any suspected unauthorised disclosure, security incident or data breach involving Client or Platform information shall be reported to AhamNirvana promptly. f) These confidentiality obligations shall survive termination of this Agreement.

7. CLIENT RELATIONSHIP AND NON-CIRCUMVENTION a) The Practitioner acknowledges that Clients who discover or book Services through Aham Nirvana are introduced through the Platform’s ecosystem. b) During the Term and for 24 months thereafter, the Practitioner shall not knowingly solicit or induce a Client introduced through Aham Nirvana to circumvent the Platform for the purpose of avoiding applicable Platform fees, procedures or commercial arrangements. c) The Practitioner shall not encourage or facilitate a Client to move an existing or future engagement for substantially similar Services off the Platform in order to circumvent Aham Nirvana. d) The Practitioner shall not exchange personal contact details with a Client for the purpose of arranging future Services outside the Platform where such exchange is intended to circumvent the Platform. e) This Clause shall not prohibit communications reasonably necessary to provide a booked Service, comply with law, respond to an emergency or otherwise comply with a written instruction or authorisation from AhamNirvana. f) Any material or repeated breach of this Clause may result in immediate suspension or termination along with damages.

8. FEEDBACK, REVIEWS AND QUALITY ASSURANCE a) Clients may provide ratings, reviews and feedback regarding the Services. b) AhamNirvana may consider Client feedback, ratings, complaints, cancellation history, punctuality and other reasonable quality indicators when evaluating continued participation on the Platform. c) The Practitioner shall not fabricate, manipulate or improperly influence Client reviews or ratings. d) AhamNirvana may periodically review Practitioner Profiles and Service quality to ensure continued alignment with Aham Nirvana’s standards. e) Where reasonably necessary, AhamNirvana may request corrective action or additional information from the Practitioner.

9. PLATFORM POLICIES a) The Practitioner shall comply with AhamNirvana’s reasonable operational policies applicable to the Platform. b) Such policies may include policies relating to: bookings and scheduling; cancellations and refunds; no-shows; Client communication; profile standards; content standards; data protection; information security; professional conduct; and Platform usage. c) AhamNirvana may update operational policies from time to time to reflect changes in the Platform, applicable law, safety requirements, technology or business operations.

10. INTELLECTUAL PROPERTY a) All intellectual property owned by the Practitioner prior to the Effective Date shall remain the property of the Practitioner. b) The Practitioner shall not use Aham Nirvana’s name, trademarks, logos, branding, proprietary materials or other intellectual property except as expressly authorised. c) Nothing in this Agreement grants the Practitioner any ownership interest in the Platform, Aham Nirvana brand or AhamNirvana intellectual property. d) Any specific work product commissioned by AhamNirvana from the Practitioner shall be governed by separate written terms where required.

11. INDEPENDENT CONTRACTOR RELATIONSHIP a) The Practitioner is engaged as an independent professional and independent contractor. b) Nothing in this Agreement shall create an employer-employee relationship, partnership, joint venture or agency relationship between the Parties. c) The Practitioner shall not be entitled to salary, provident fund, gratuity, paid leave, bonus, employee insurance or other employee benefits from AhamNirvana except where expressly required by applicable law. d) The Practitioner shall not have authority to bind AhamNirvana or incur any liability on its behalf without prior written authorisation. e) The Practitioner shall remain responsible for the manner in which the Practitioner performs the Services, subject to the professional, safety, quality and Platform standards prescribed under this Agreement. 12. CONFLICT OF INTEREST a) The Practitioner shall promptly disclose any actual or potential conflict of interest that may materially affect the Practitioner’s ability to perform the Services. b) The Practitioner may provide services through other platforms or directly to other Clients, provided that such activities do not: i. breach this Agreement; ii. compromise Client confidentiality; iii. create a material conflict of interest; or iv. involve misuse of AhamNirvana information or Client information. 13. INDEMNITY a) The Practitioner shall indemnify and hold harmless AhamNirvana, its partners, officers, employees and representatives from and against direct losses, damages, claims, liabilities and reasonable costs arising directly from: i. the Practitioner’s fraud, wilful misconduct or gross negligence; ii. material breach of confidentiality obligations; iii. fraudulent or knowingly false professional credentials; iv. infringement of third-party intellectual property rights arising from Practitioner Content supplied by the Practitioner; or v. material violation of applicable law by the Practitioner in connection with the Services. b) AhamNirvana shall provide the Practitioner with reasonable notice of any indemnifiable claim and reasonable cooperation in defending such claim, at the Practitioner’s cost where appropriate.

14. SUSPENSION a) AhamNirvana may temporarily suspend the Practitioner Profile where it reasonably considers suspension necessary to: i. investigate a complaint; ii. address a Client safety concern; iii. verify credentials; iv. investigate suspected fraud or misconduct; v. address repeated booking failures; or vi. investigate a material breach of this Agreement or Platform policies. b) Where reasonably practicable, AhamNirvana shall inform the Practitioner of the reason for suspension and provide an opportunity to respond. c) Immediate suspension may be imposed where reasonably necessary to protect Clients, the Platform, AhamNirvana or third parties.

15. TERMINATION a) Either Party may terminate this Agreement without cause by providing prior written notice, unless otherwise agreed in writing. b) AhamNirvana may terminate this Agreement with immediate effect where the Practitioner: i. commits fraud or material misconduct; ii. submits forged or materially false credentials; iii. materially breaches confidentiality obligations; iv. engages in serious or repeated Client misconduct; v. materially breaches the non-circumvention obligations; vi. repeatedly fails to honour confirmed bookings; vii. loses a mandatory professional qualification, licence or registration; viii. materially violates applicable law; or ix. commits another material breach which, where capable of remedy, is not remedied within fifteen (15) days of written notice. c) Termination shall not affect rights or liabilities accrued before the effective date of termination.

16. EFFECT OF TERMINATION Upon termination: a) the Practitioner shall cease accepting new bookings where instructed by AhamNirvana; b) the Practitioner shall reasonably cooperate in completing or transitioning already-confirmed sessions; c) undisputed amounts properly due shall be processed in accordance with the applicable payment terms; d) the Practitioner shall cease using Aham Nirvana branding and AhamNirvana materials; e) the Practitioner shall return or delete Confidential Information as reasonably required; and f) provisions which by their nature are intended to survive termination shall remain binding.

17. DATA PROTECTION AND INFORMATION SECURITY a) The Practitioner shall comply with applicable data-protection and privacy laws and reasonable information-security requirements communicated by AhamNirvana. b) The Practitioner shall access and use Client information only to the extent reasonably necessary to provide the Services. c) The Practitioner shall not sell, disclose, transfer or otherwise exploit Client information for any unauthorised purpose. d) Upon termination, the Practitioner shall return or securely delete AhamNirvana and Client information, except where retention is required by law.

18. FORCE MAJEURE Neither Party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, war, government restrictions, widespread technical failures, epidemics or other events of force majeure. The affected Party shall notify the other Party as soon as reasonably practicable and take reasonable steps to mitigate the consequences.

19. DISPUTE RESOLUTION a) The Parties shall first attempt in good faith to resolve any dispute through discussions between authorised representatives. b) If the dispute remains unresolved for thirty (30) days, either Party may approach the court of competent jurisdiction under Clause 19 (c ). c) Subject to the arbitration provisions above, courts having competent jurisdiction at New Delhi, India shall have jurisdiction over matters arising out of this Agreement.

20. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of Republic of India.

21. NOTICES a) Any notice under this Agreement shall be in writing and may be delivered by hand, recognised courier or email to the addresses notified by the Parties. b) Each Party shall promptly notify the other of any change in its contact details.

22. ASSIGNMENT a) The Practitioner shall not assign, transfer or subcontract this Agreement or any material obligation under it without the prior written consent of AhamNirvana. b) AhamNirvana may assign or transfer this Agreement to an affiliate, successor or purchaser of the relevant business or Platform.

23. ENTIRE AGREEMENT This Agreement, together with the Terms & Conditions, Privacy Policy and applicable Platform policies incorporated by reference, constitutes the entire agreement between the Parties with respect to the Practitioner’s engagement through Aham Nirvana and supersedes all prior discussions, representations and understandings relating to the same subject matter.

24. AMENDMENT No amendment to this Agreement shall be valid unless made in writing and accepted by the Parties, except for operational Platform policies that may be updated in accordance with Clause 15.

25. SEVERABILITY If any provision of this Agreement is held to be invalid, unlawful or unenforceable, such provision shall, to the extent possible, be modified to give effect to the Parties’ original intention, and the remaining provisions shall continue in full force and effect.

26. WAIVER Failure or delay by either Party in exercising any right under this Agreement shall not constitute a waiver of that right.

27. ELECTRONIC EXECUTION This Agreement may be executed electronically, including through electronic signature or other legally recognised electronic means, to the extent permitted under applicable law. Electronic execution shall have the same effect as execution by physical signature, subject to applicable law.

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