Astrologer Services Agreement

Version 1.2.0 · Effective September 23, 2026

Read before applying. By checking the agreement box on the Astrologer application, you accept these terms as your electronic signature. We record the version and timestamp of your acceptance and will provide a copy on request.

This Astrologer Services Agreement ("Agreement") is entered into as of the date the Astrologer accepts it electronically (the "Effective Date") between:

Exhbt LLC, a Delaware limited liability company doing business as "Oikoa," with its principal place of business at 31901 Calle Luz, Temecula, California 92592 ("Oikoa," "we," "us"), and

the individual identified in the Astrologer application ("You," "Astrologer").

Oikoa operates a learning platform and marketplace at oikoa.app and app.oikoa.app (the "Platform") that connects students of astrology with independent practicing astrologers for paid sessions and paid educational content. You wish to provide astrological services and educational content to Platform users under the terms below.

1. Independent contractor relationship

1.1 You are an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, joint venture, franchise, or agency relationship. You are not entitled to any Oikoa employee benefits, including but not limited to health insurance, paid time off, retirement, workers' compensation, or unemployment insurance.

1.2 You are solely responsible for your own federal, state, and local taxes, including self-employment tax. Oikoa does not withhold taxes from payments to you. Where required, Oikoa will issue an IRS Form 1099-NEC (or equivalent) reporting payments made to you in a calendar year.

1.3 You control the manner, method, and means of performing the Services. Oikoa may specify the Platform's quality standards, scheduling framework, and student-safety requirements, but Oikoa does not direct or control how you perform your astrological work during a session or in the drafting of content.

1.4 This Agreement is non-exclusive. You are free to provide astrological services outside the Platform, including through your own practice or other platforms, subject only to Sections 3 (Content), 6 (Confidentiality), and 8 (Non-Solicitation).

1.5 You are responsible for your own equipment, internet connection, software, and workspace required to perform the Services.

2. Services

2.1 Sessions. You will make yourself available for audio and/or video sessions with Platform users (each a "Session") at times you set through your Astrologer availability calendar. Sessions are booked and paid through the Platform.

2.2 Content. From time to time you may create written, audio, or video educational content ("Commissioned Content") on assignment from Oikoa, in exchange for compensation described in Section 4 and subject to the license grant in Section 3.

2.3 Standards of practice. You will provide Services with the care and skill customarily expected of a professional astrologer, in compliance with:

(a) Oikoa's published Astrologer Conduct Policy, as updated from time to time and available at oikoa.app/astrologer/docs/conduct;

(b) all applicable laws, including consumer-protection and privacy laws in your jurisdiction and your students'; and

2.4 Prohibited services. You will not, on the Platform:

(a) provide medical, psychological, legal, financial-investment, or immigration advice, or represent astrology as a substitute for professional advice in those areas;

(b) diagnose, treat, or claim to cure any physical or mental health condition;

(d) solicit or accept payment outside the Platform for any Session booked or otherwise arising from the Platform (see Section 8);

(e) engage in harassing, discriminatory, deceptive, or sexually inappropriate conduct with any Platform user;

(f) share, redistribute, or use for commercial purposes any Platform user's personal information, chart data, session transcript, or communications outside what is necessary to perform your Services;

(g) misrepresent your credentials, years of practice, or the nature of what a student will receive.

3. Content ownership and license

3.1 Session content is yours. All content you create in real time during a Session — spoken interpretation, chat messages you send, private notes you write — remains your intellectual property, except that you grant Oikoa the license described in 3.3 for platform operation.

3.2 Commissioned Content is assigned to Oikoa. For any Commissioned Content that Oikoa pays you to create — including but not limited to lessons, articles, curriculum modules, pre-recorded audio narrations, and pre-recorded video — you hereby irrevocably assign to Oikoa all right, title, and interest in and to the Commissioned Content, worldwide and in perpetuity, including all copyrights, trademarks, moral rights (to the extent waivable), and other intellectual property rights. This assignment takes effect upon Oikoa's payment of the agreed fee for the applicable Commissioned Content.

To the extent any such rights cannot be assigned by law, you grant Oikoa an exclusive, perpetual, irrevocable, worldwide, sublicensable, royalty-free, fully paid license to use, reproduce, modify, adapt, distribute, publicly perform, publicly display, translate, and create derivative works of the Commissioned Content, in any medium now known or later developed.

You waive, to the maximum extent permitted by law, any moral rights, rights of attribution, and rights of integrity in the Commissioned Content.

3.3 Session platform license. You grant Oikoa a non-exclusive, worldwide, royalty-free license to store, transmit, back up, and display Session content (including messages and pre-session focus notes) as needed to (a) operate the Platform, (b) support the student and you, (c) resolve disputes, and (d) comply with law and Oikoa's policies.

3.4 Your background IP. If you incorporate pre-existing intellectual property you own into Commissioned Content (for example, a chart-reading framework you developed before this Agreement), you retain ownership of that pre-existing IP but grant Oikoa a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use it as embedded in the Commissioned Content.

3.5 No obligation to publish. Oikoa may, in its sole discretion, publish, edit, revise, unpublish, or decline to publish any Commissioned Content. Payment does not depend on publication.

3.6 Attribution. Oikoa may, at its discretion, credit you as the author of Commissioned Content. You do not have the right to require attribution.

3.7 After termination. All assignments and licenses in this Section survive termination of this Agreement.

4. Compensation

4.1 Session fees. For Sessions, you set your rates within the Platform's pricing framework. Oikoa charges the student, retains a platform fee of 30% of the gross session amount, and remits the remainder to you via Stripe Connect, subject to Stripe's payment processing fees (currently 2.9% + $0.30 per charge, which come off your remittance).

4.2 Refunds and reversals. If a Session is cancelled or refunded under Oikoa's Cancellation Policy, your remittance for that Session is reversed in whole or in part per that policy. You acknowledge that chargebacks and payment disputes may reverse your remittance even after payment.

4.3 Commissioned Content fees. For Commissioned Content, Oikoa and you will agree in writing (email is sufficient) on a fixed fee per assignment or on a rate schedule before you begin the work. Payment is due within 30 days of Oikoa's acceptance of the completed Commissioned Content.

4.4 Payment method. Session fees are paid via Stripe Connect Express, subject to Stripe's Terms of Service. Commissioned Content fees may be paid via Stripe Connect or by other reasonable method Oikoa selects. You are responsible for keeping your payout account information current.

4.5 No other compensation. Except as expressly set forth in this Section, you are not entitled to compensation, bonuses, equity, options, or benefits from Oikoa.

5. Platform terms

5.1 You will comply with Oikoa's published policies as they exist from time to time, including:

(a) Astrologer Conduct Policy; (b) Cancellation Policy; (c) Payouts and Tax Policy; (d) the Platform Terms of Service applicable to all users; and (e) any additional operational policies Oikoa publishes and notifies you of.

5.2 Oikoa may update these policies. Continued use of the Platform after Oikoa publishes an update constitutes your acceptance.

5.3 Oikoa may suspend, delist, or terminate your Astrologer account for material violation of these policies, patterns of low ratings or complaints, or under the strike policy published in the Cancellation Policy.

6. Confidentiality and non-disclosure

6.1 Student information. You will treat all student personal information, chart data, session transcripts, and communications as strictly confidential. You will use it only to perform the Services and will not disclose, sell, share, or use it for any other purpose, including your own marketing.

6.2 Oikoa confidential information. In the course of providing the Services you will have access to non-public information that is proprietary, confidential, and valuable to Oikoa's business ("Oikoa Confidential Information"). This includes, without limitation:

(a) Curriculum and pedagogy — the structure, sequencing, framing, learning progression, exercise design, question formats, and rubric of Oikoa's lessons and practice modules, including the content of the Concept and Lesson libraries, whether Commissioned by you or by others;

(b) AI prompts, models, and pipelines — the text of any prompt, system message, model configuration, generation pipeline, scoring rubric, evaluation methodology, or agent workflow used to author, review, or improve Platform content;

(c) Editorial guides and internal documents — voice guides, teaching-approach documents, style rules, review checklists, admin tooling screens and workflows, and any other documentation shared with you to help you author content or run sessions;

(d) Product plans and roadmap — features in development, unreleased content, marketing plans, hiring plans, pricing strategy, and business metrics;

(e) Financial information — Oikoa's revenue, margins, unit economics, and the compensation of other astrologers;

(f) User data in aggregate — usage patterns, engagement metrics, and any analytic information about Platform users;

(g) Any other information identified as confidential in writing at the time of disclosure, or that a reasonable person would understand to be confidential from the nature of the information and the context of disclosure.

6.3 Your obligations regarding Oikoa Confidential Information. You will:

(a) hold Oikoa Confidential Information in strict confidence;

(b) use it solely to perform the Services under this Agreement;

(c) not disclose, publish, quote, paraphrase, screenshot, record, republish, discuss (publicly or privately with anyone outside Oikoa), sell, license, or otherwise make available any Oikoa Confidential Information without Oikoa's express prior written permission (email from an @oikoa.app address is sufficient);

(d) not copy, store, transmit, or retain Oikoa Confidential Information outside the Platform except as strictly necessary to perform the Services, and delete any such external copies as soon as they are no longer necessary;

(e) not use Oikoa Confidential Information to develop, train, inform, or improve any product, service, curriculum, or content you offer outside the Platform;

(f) not use Oikoa Confidential Information as input to any third-party AI service (including OpenAI, Anthropic, Google, or any similar service) except where Oikoa has expressly authorized that service for the specific purpose; and

(g) protect Oikoa Confidential Information with at least the same degree of care you use to protect your own confidential information, and in no event less than reasonable care.

6.4 Public discussion. Without limiting Section 6.3, you will not publicly discuss (including on social media, podcasts, newsletters, or interviews) the specific text, structure, or methodology of Oikoa's curriculum, prompts, or internal tooling without Oikoa's express prior written permission. General public statements that you teach on Oikoa — or general reflections on your experience — are permitted.

6.5 Exceptions. The obligations in Sections 6.2 and 6.3 do not apply to information that:

(a) is or becomes publicly available through no fault of yours;

(b) you already lawfully possessed without a confidentiality obligation before Oikoa's disclosure (and you can prove it);

(d) you develop independently without reference to Oikoa Confidential Information (and you can prove it).

6.6 Compelled disclosure. If you are compelled by law or by a valid court order to disclose Oikoa Confidential Information, you will (unless legally prohibited) give Oikoa prompt written notice and reasonable cooperation so Oikoa may seek a protective order, and you will disclose only the minimum information legally required.

6.7 Return or destruction. On termination of this Agreement or Oikoa's written request, you will promptly return or destroy all Oikoa Confidential Information in your possession and, on request, certify in writing that you have done so.

6.8 Survival and remedies. Your obligations under this Section survive termination indefinitely with respect to student information, indefinitely with respect to Oikoa's AI prompts and proprietary curriculum methodology, and for five (5) years with respect to other Oikoa Confidential Information. You acknowledge that a breach of this Section would cause Oikoa irreparable harm for which monetary damages would be inadequate, and Oikoa is entitled to seek injunctive relief in addition to any other remedy.

7. Data protection

7.1 To the extent you receive or process personal data of Platform users, you will comply with all applicable data-protection laws, including the GDPR, UK GDPR, and CCPA/CPRA where applicable.

7.2 You will not export, back up, or retain student data outside the Platform, except as necessary and only for the duration necessary to perform the specific Services requested by the student.

7.3 In the event of any actual or suspected unauthorized access to, disclosure of, or loss of student data in your possession, you will notify Oikoa in writing within 24 hours of discovery.

8. Non-solicitation and non-circumvention

8.1 During the term of this Agreement and for twelve (12) months after termination, you will not directly or indirectly solicit any Platform user with whom you were connected through the Platform for astrological services outside the Platform. This does not restrict you from performing services for anyone who independently seeks you out through channels not derived from the Platform.

8.2 You will not offer, suggest, or facilitate payment for any Platform-derived Session outside the Platform's payment system.

9. Warranties and disclaimers

9.1 You represent and warrant that:

(a) you are at least 18 years old and legally able to enter into this Agreement;

(b) your credentials, years of practice, and other application representations are true;

(d) Commissioned Content you deliver is your original work (or properly licensed background IP under Section 3.4) and does not infringe any third party's rights;

(e) your participation on the Platform does not breach any other agreement to which you are a party (including any exclusivity or non-compete with a prior platform); and

(f) you will maintain any professional certifications, licenses, or registrations required to practice astrology in your jurisdiction, if any.

9.2 The Platform is provided by Oikoa "AS IS." Oikoa disclaims all warranties regarding the Platform and its operations, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

10. Indemnification

10.1 You indemnify Oikoa. You will defend, indemnify, and hold harmless Oikoa, its officers, directors, employees, and agents against any claim, damages, loss, or expense (including reasonable attorneys' fees) arising out of or relating to:

(a) your provision of the Services or any communication with a Platform user;

(b) any breach of your representations, warranties, or covenants in this Agreement;

(c) any claim that Commissioned Content you delivered infringes a third party's intellectual property, publicity, or privacy rights (except to the extent the claim arises from Oikoa's modification of your Commissioned Content); or

(d) any tax, fee, or penalty owed by you that Oikoa is required to pay on your behalf.

10.2 Oikoa indemnifies you. Oikoa will defend, indemnify, and hold harmless you against any claim arising from Oikoa's gross negligence or willful misconduct in operating the Platform.

10.3 The party seeking indemnification will (a) promptly notify the other party in writing, (b) allow the indemnifying party to control the defense and settlement (provided settlement does not require the indemnified party to admit liability without consent), and (c) cooperate reasonably.

11. Limitation of liability

11.1 Except for (a) your breach of Section 3 (Content ownership) or Section 6 (Confidentiality), (b) either party's indemnification obligations, or (c) either party's gross negligence, fraud, or willful misconduct, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS OR LOST REVENUES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.

11.2 Except for the exclusions in 11.1, each party's aggregate liability arising out of or relating to this Agreement will not exceed the greater of (i) the total amount Oikoa has paid you in the twelve (12) months preceding the event giving rise to the claim, or (ii) US$1,000.

12. Term and termination

12.1 This Agreement begins on the Effective Date and continues until terminated.

12.2 Termination for convenience. Either party may terminate this Agreement at any time by giving the other party written notice (email is sufficient). Termination is effective 14 days after notice.

12.3 Termination for cause. Either party may terminate this Agreement immediately on written notice if the other party materially breaches this Agreement and fails to cure within 10 days of notice of the breach.

12.4 Immediate suspension. Oikoa may immediately suspend or delist your Astrologer account, with notice as soon as practicable, if Oikoa reasonably believes you have (a) endangered a student's safety, (b) committed fraud, or (c) grossly violated the Astrologer Conduct Policy.

12.5 Effect of termination.

(a) You will complete or refund all Sessions booked before termination per the Cancellation Policy.

(b) All assignments and licenses granted in Section 3 survive termination.

(d) Oikoa retains, and continues to distribute and use, Commissioned Content assigned to it under Section 3.2.

13. General

13.1 Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

13.2 Binding arbitration. Except as provided in Section 13.3, both parties agree to resolve any dispute, claim, or controversy arising out of or relating to this Agreement — including its formation, interpretation, breach, or termination, and including statutory, tort, and equitable claims — exclusively through final and binding arbitration administered by JAMS in San Francisco, California under its Streamlined Arbitration Rules and Procedures then in effect. A single arbitrator will be selected under those rules. Judgment on the award may be entered in any court of competent jurisdiction.

Jury trial waiver. Each party waives its right to a jury trial.

Class action waiver. Each party waives any right to bring or participate in a class, collective, or representative action arising out of this Agreement. Any arbitration will be conducted on an individual basis only.

Fees. Each party bears its own attorneys' fees and half of the arbitrator's fees, except that the arbitrator may reallocate fees per applicable law or if a claim is found frivolous.

13.3 Injunctive relief carve-out. Notwithstanding Section 13.2, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent actual or threatened breach of Section 3 (Content) or Section 6 (Confidentiality) or to enforce intellectual property rights, pending resolution of the underlying dispute in arbitration.

13.4 Entire agreement. This Agreement, together with the policies referenced in Section 5.1, is the entire agreement between the parties on this subject and supersedes any prior understanding.

13.5 Amendment. Oikoa may amend this Agreement by posting an updated version and giving you notice by email or in-Platform notification. Continued use of the Platform after 30 days constitutes acceptance. Material amendments to Sections 3, 4, 6, or 10 require your affirmative electronic re-acceptance.

13.6 Assignment. You may not assign this Agreement without Oikoa's prior written consent. Oikoa may assign this Agreement to any successor or affiliate.

13.7 Severability. If any provision of this Agreement is held invalid, the rest remains in effect and the invalid provision is modified to the minimum extent necessary to be valid.

13.8 No waiver. No failure or delay in exercising any right under this Agreement waives that right.

13.9 Notices. Notices to Oikoa must be sent to legal@oikoa.app. Notices to you may be sent to the email address on your Astrologer profile.

13.10 Electronic signature. You accept this Agreement by clicking "I agree" on the Astrologer application, which constitutes your electronic signature under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and any similar applicable law. Oikoa records the version and timestamp of your acceptance and will provide a copy on request.

By clicking "I agree" you confirm that you have read, understood, and agreed to be bound by this Agreement.