Affiliate Program Master Agreement and Operational Charter

Effective Date: October 10, 2026

PREAMBLE AND ACCEPTANCE OF TERMS

This Affiliate Program Master Agreement and Operational Charter ("Agreement") establishes an enforceable, legally binding contract between Talk Rightly ("Talk Rightly," "Company," "we," "us," or "our"), an enterprise and consumer software business organized and operating under the laws of the Republic of India with administrative and engineering headquarters in New Delhi, India, and the individual, commercial entity, agency, or digital publisher applying for, participating in, or maintaining an active account within the Talk Rightly Affiliate Program ("Affiliate," "you," or "your").

By submitting an application at talkrightly.com/affiliates, generating an affiliate identification tracking slug (e.g., ?ref=slug), clicking "Apply", checking any interface dialogue box referencing this Agreement, sharing unique promotional tracking URLs, deploying approved creative assets, or receiving commission disbursements, you acknowledge that you have read, understood, and agreed to every provision, restriction, warranty, and liability limitation set forth herein.

This Agreement incorporates by reference the Talk Rightly Terms of Use and Service Agreement and Privacy Policy and Data Governance Charter. If you are entering into this Agreement on behalf of a corporation, partnership, agency, or other legal entity, you represent and warrant that you possess the requisite corporate authority to bind that entity to this Agreement. If you do not possess such legal authority, or if you do not agree to every clause, operational restriction, and liability limitation contained in this Agreement, you are prohibited from participating in the Talk Rightly Affiliate Program, and you must terminate all promotional campaigns immediately.

SECTION 1: TRAFFIC INTEGRITY, PAID SEARCH RESTRICTIONS, AND BRAND PROTECTION

1.1 Absolute Brand Keyword and Pay-Per-Click (PPC) Search Bidding Prohibition

You are strictly prohibited from purchasing, bidding on, sponsoring, registering, or running paid search advertisements (including through Google Ads, Microsoft Advertising, Bing Ads, Yahoo Gemini, Apple Search Ads, Baidu, or parallel auction networks) on any trademarked, trade name, or proprietary brand term belonging to Talk Rightly.

This prohibition covers exact matches, broad matches, phrase matches, modified broad matches, and misspelling variants of:

• Talk Rightly
• TalkRightly
• talkrightly.com
• Talk Rightly drills
• Talk Rightly platform
• Talk Rightly promo code
• Talk Rightly coupon
• Talk Rightly discount
• Any phonetic, typographical, or linguistic variation thereof.

You may not bid on brand-plus combinations (e.g., Talk Rightly reviews, Talk Rightly executive coaching, Talk Rightly login, Talk Rightly pricing).

Any violation of this Section 1.1 constitutes an immediate, incurable, material breach of this Agreement. Upon discovery of any brand bidding activity, Talk Rightly reserves the right to immediately terminate your affiliate account without notice, suspend all pending and approved commissions, audit accrued balances against damages, and demand reimbursement for paid search auction distortion costs.

1.2 Mandatory Negative Keyword Matching Obligations

If you operate paid search, contextual, or pay-per-click advertising campaigns targeting generic industry terms (such as executive communication training, workplace speech drills, corporate negotiation rehearsal, or boardroom speaking software), you must add Talk Rightly brand terms as negative exact-match keywords across all campaign ad groups.

The required negative match list includes:

• [talk rightly]
• [talkrightly]
• [talkrightly.com]
• [talk rightly coupon]
• [talk rightly discount]

Failure to implement negative keyword filters that results in your promotional advertisements triggering on searches containing Talk Rightly trademarks shall be treated as an intentional violation of Section 1.1.

1.3 Prohibition of Direct Linking, URL Hijacking, and Frame Injection

You are strictly prohibited from deploying pay-per-click, display, social, or programmatic advertisements that direct user traffic immediately to talkrightly.com via automatic redirects, bridge pages, or URL cloaking mechanisms without requiring an affirmative click on your own independent landing page.

You may not display talkrightly.com as the display URL in any paid search engine text advertisement. Your paid advertisements must display your own registered domain name as the final destination.

Furthermore, you shall not frame, embed, or inject the Service, our drill interfaces, checkout funnels, or any proprietary rubrics inside an iframe, layer, widget, or hidden web container on any third-party domain.

1.4 Prohibition of Cybersquatting, Lookalike Domains, and App Impersonation

You warrant that you do not own, operate, host, or control, and will not register, license, or acquire, any domain name, subdomain, social media handle, application listing, or digital asset that incorporates, in whole or in part, the trademark "Talk Rightly" or any confusingly similar phonetic variation (including, but not limited to, talk-rightly.com, talkrightlyreviews.com, talkrightlycoupon.com, talkrightlyapp.com, or thetalkrightly.com).

Registering or maintaining lookalike domains designed to intercept typo traffic or mislead consumers into believing they are navigating an official Company digital property constitutes trademark infringement and cybersquatting under the Indian Trade Marks Act, 1999, and the US Anticybersquatting Consumer Protection Act (15 U.S.C. § 1125(d)).

Upon written demand, you must transfer any infringing domain names or social handles to Talk Rightly at your sole cost.

1.5 Restriction on Coupon Scraping, Parasite SEO, and False Discount Claims

You shall not create, publish, index, or distribute digital web pages engineered around unverified coupon codes, fabricated discount promotions, or voucher keywords (e.g., "Talk Rightly 90% Off Coupon", "Talk Rightly Black Hat Discount", "Talk Rightly Free Crack").

You are prohibited from partnering with parasite SEO syndicates, coupon scraping directories, browser extensions, adware networks, or automatic shopping toolbars that inject affiliate tracking cookies at browser checkout steps without substantive, content-driven editorial referral.

Promoting unapproved, non-existent, or expired discount promotions deceives consumers and constitutes grounds for immediate account suspension.

1.6 Prohibition of Social Media Impersonation and Brand Confusion

You shall not create, register, or maintain social media accounts (including on LinkedIn, X/Twitter, YouTube, Meta/Instagram, TikTok, or Reddit) that utilize the Talk Rightly corporate name, official logo, or favicon as their primary profile image or display handle.

All promotional social channels maintained by you must clearly state in their public profile bio or header: "Independent Affiliate Marketer. Not an official representative, employee, or subsidiary of Talk Rightly."

You must not post, publish, or broadcast communications designed to appear as formal corporate announcements, platform updates, or press releases issued by Talk Rightly executive management.

SECTION 2: REGULATORY COMPLIANCE, AD DISCLOSURES, AND PRIVACY GOVERNANCE

2.1 Mandatory FTC, ASCI, and International Material Endorsement Disclosures

Because an affiliate relationship establishes a material commercial connection between you and Talk Rightly, you must comply with all advertising standards, consumer protection laws, and endorsement regulations across every target market.

These include:

• United States Federal Trade Commission (FTC) Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255).
• Advertising Standards Council of India (ASCI) Guidelines for Influencer Advertising in Digital Media.
• UK Competition and Markets Authority (CMA) guidance on online endorsements.
• Parallel international fair-trading statutes.

You must place clear, conspicuous, and prominent disclosures immediately adjacent to every affiliate link, promotional review, video recommendation, social post, email blast, or podcast mention you publish.

The disclosure must:

• Be visually prominent, unshaded, and presented in high-contrast text.
• Appear above the fold and prior to the user encountering the affiliate link. It cannot be buried behind a "read more" expander, placed at the bottom of a terms page, or concealed inside an obscure hashtag block.
• Explicitly state that you earn a financial commission if the user executes a transaction (e.g., "Disclosure: I may earn a commission if you sign up for Talk Rightly through my link at no additional cost to you." or [#Sponsored / #Ad]).

Talk Rightly reserves the right to audit your promotional assets at any time. Failure to display mandatory endorsement disclosures subjects your account to immediate termination and commission remedies.

2.2 Claim Substantiation, Truth in Advertising, and Anti-Hype Guardrails

Talk Rightly provides an automated software environment engineered to assist users in rehearsing workplace speech patterns, analyzing acoustic delivery, and reviewing corporate linguistic frameworks. The Service does not provide certified executive coaching, psychological counseling, human resources consultation, legal counsel, or guaranteed career advancement.

You represent, warrant, and covenant that you will not publish, circulate, or promote false, misleading, unsubstantiated, or exaggerated claims regarding the outcomes of using Talk Rightly.

You must not claim, represent, or imply that utilizing Talk Rightly will:

• Guarantee employment offers, executive appointments, or corporate promotions.
• Guarantee specific salary increases, executive compensation packages, or bonus structures.
• Guarantee successful venture capital funding, board approval, or contract closing outcomes.
• Cure psychological speech impediments, social anxiety disorders, or medical communication conditions.

You must limit your marketing descriptions to verified platform capabilities described in our official product literature and creative kits.

2.3 Strict Anti-Spam (CAN-SPAM, IT Act, CASL) and Electronic Messaging Prohibitions

You must strictly comply with all global electronic messaging and privacy regulations, including the US CAN-SPAM Act (15 U.S.C. § 7701 et seq.), the Indian Information Technology Act, 2000, the Canadian Anti-Spam Legislation (CASL), and Directive 2002/58/EC (ePrivacy Directive).

You are strictly prohibited from disseminating affiliate links via:

• Unsolicited bulk commercial email ("spam").
• Automated direct messaging bots across LinkedIn, X/Twitter, WhatsApp, or Telegram.
• Web forum scraping, blog comment auto-posting, or Reddit thread hijacking.
• Contact lists acquired, purchased, or rented from third-party data brokers without verified, documented opt-in consent.

Every promotional email deployed by you must contain an honest header, an accurate sender identity, your physical postal address, and a functional one-click unsubscribe mechanism.

Any spam complaint naming Talk Rightly that results from your promotional campaigns will lead to an immediate account ban and suspension of pending commissions.

2.4 Data Privacy, Lead Scraping Prohibitions, and Regulatory Compliance

You acknowledge that Talk Rightly operates as a Data Fiduciary under the Indian Digital Personal Data Protection Act, 2023 ("DPDP Act"), an independent Data Controller under the EU and UK General Data Protection Regulation ("GDPR"), and a covered Business under the California Consumer Privacy Act ("CCPA/CPRA").

You warrant that all personal data, prospective subscriber records, and marketing lists utilized in your promotional activities were gathered, processed, and maintained in compliance with global data protection laws.

You must not:

• Deploy automated scraping engines, spiders, or extraction bots to harvest user data, email addresses, or drill scenarios from talkrightly.com.
• Attempt to bypass our cookie consent banners or deploy tracking scripts that collect personal data from visitors without statutory legal bases.
• Pass sensitive personal information, biometric telemetry, or personally identifiable data to Talk Rightly via URL query parameters or custom sub-tracking tags.

SECTION 3: COMMERCIAL TERMS, COMMISSION LOGIC, AND MERCHANT OF RECORD BOUNDARIES

3.1 First-Party Attribution Window and Tracking Mechanics

Referral tracking operates via first-party cookies and URL parameter logging initialized upon a user navigating to talkrightly.com via your approved referral tracking slug (?ref=slug).

Attribution operates under the following criteria:

• Cookie Lifespan: The tracking cookie remains active for ninety (90) continuous calendar days from the timestamp of the visitor's initial inbound landing. If a user completes a qualifying paid purchase within that ninety-day window, the conversion is mapped to your affiliate ID.
• Attribution Hierarchy: Talk Rightly utilizes a "last-touch" referral attribution model. If a prospective customer clicks through multiple distinct affiliate links prior to completing a purchase, commission attribution is awarded exclusively to the last recorded affiliate link clicked before transaction checkout.
• Technical Constraints: Attribution requires functional browser local storage and enabled first-party cookies. Talk Rightly disclaims liability for tracking failures resulting from client-side ad blockers, privacy browsers (e.g., Brave), cleared browser caches, or cross-device migrations executed without active link clicks.

3.2 Merchant of Record Architecture, Commission Rates, and Tax Delineation

All consumer transaction processing, payment merchant management, consumer invoicing, sales tax collection, and global VAT compliance for the Service are executed through our authorized Merchant of Record, Dodo Payments.

Talk Rightly does not contract as the direct merchant of record with end purchasers, does not collect purchase payment cards directly, and does not issue primary commercial sales tax invoices to referred buyers.

The commission paid to you under this Agreement constitutes an independent B2B promotional referral and marketing fee disbursed directly by Talk Rightly for qualified customer acquisition services, divorced from end-buyer consumer invoicing.

• Base Commission Rate: Thirty percent (30%) of Net Revenue.
• Net Revenue Definition: Net Revenue is defined as the gross fiat monetary consideration received by Dodo Payments for qualifying transactions, minus:
• Value-added taxes (VAT), Goods and Services Tax (GST), and regional sales taxes collected and remitted by the Merchant of Record.
• Merchant gateway interchange, payment processing, and acquiring fees.
• Cross-border currency conversion and international banking fees.
• Commercial credit card chargeback dispute assessments.
• Recurring Horizon: For subscription plans (e.g., the Pro Tier), the 30% commission applies to the initial billing cycle and subsequent recurring renewal payments for a maximum duration of twelve (12) consecutive billing cycles per referred customer, provided the subscription remains active, unrefunded, and in good standing.
• Standalone one-time Credit Pack purchases generate commissions on that discrete transaction only.

3.3 Mandatory Fourteen (14) Day Refund Hold Window

All commissions generated from qualifying purchases are registered in your affiliate dashboard under "Pending" status.

Commissions remain locked in "Pending" status for a mandatory hold period of fourteen (14) continuous calendar days from the transaction timestamp. This hold period matches our consumer dispute, infrastructure drop-out review, and refund evaluation windows.

Commissions transition to "Approved" status only after the 14-day hold period elapses without:

• Customer refund requests.
• Fraudulent billing notices.
• Banking chargebacks.
• Account cancellations for acceptable use violations.

3.4 Absolute Self-Referral and Personal Rebate Prohibition

The Talk Rightly Affiliate Program is engineered exclusively to incentivize genuine third-party customer acquisition. You are strictly prohibited from earning commissions on your own purchases or subscriptions.

You may not:

• Click your own affiliate tracking link to purchase subscriptions, credit packs, or service tiers.
• Create secondary, proxy, or employee accounts using alternate email addresses, corporate credit cards, or aliases to subscribe through your own link.
• Establish cashback, kickback, or profit-sharing arrangements with referred customers that return financial consideration in exchange for signing up through your link.

Our automated tracking engines cross-reference IP addresses, billing profiles, payment card hashes, device telemetry, and Merchant of Record customer IDs. Any detected self-referral transactions will be purged from your ledger, associated commissions reversed, and your affiliate account suspended.

3.5 Chargeback Deductions, Refund Reversals, and Clawbacks

If a referred customer requests a refund, executes a credit card dispute, files a bank chargeback, or completes a transaction using stolen or unauthorized payment credentials, any commission credited to your ledger for that transaction will be reversed.

If a chargeback or refund occurs after commissions have progressed to "Approved" status or have been disbursed to you, Talk Rightly reserves the right to:

• Deduct the reversed commission amount from your pending or future approved affiliate balance.
• Offset the balance against other commercial agreements you maintain with Talk Rightly.
• Issue a direct invoice for the unrecovered balance if your affiliate account becomes inactive or is terminated, payable within fifteen (15) calendar days of receipt.

3.6 Unilateral Right to Adjust Commission Structures

Talk Rightly reserves the right to modify commission rates, attribution models, subscription price points, or credit pack tier structures at its sole discretion upon fourteen (14) calendar days' written notice, communicated via email or posted within /admin/affiliates and the affiliate dashboard.

Adjustments apply to transactions initiated after the effective date of the announced modification and will not retroactively reduce approved commissions earned prior to the notice date.

SECTION 4: PAYOUT OPERATIONS, MINIMUM THRESHOLDS, AND TAX WITHHOLDING (TDS)

4.1 Minimum Payout Threshold ($20.00 USD)

Approved commission balances accumulate within your affiliate profile until reaching the mandatory minimum payout threshold of Twenty United States Dollars ($20.00 USD) (or its foreign currency equivalent calculated via prevailing spot exchange rates).

Approved balances below $20.00 USD roll over automatically into subsequent monthly payout cycles until the threshold is met. Talk Rightly does not execute partial, mid-cycle, or manual payouts below this minimum threshold.

4.2 Payout Schedule, Banking Rails, and Processing Fees

Approved balances exceeding the $20.00 USD threshold are disbursed on a monthly cadence, processed between the first (1st) and tenth (10th) business day of the month following the calendar month in which commissions were marked "Approved."

Supported payment channels include:

• PayPal Payouts
• Wise Batch Payments
• Direct Electronic Funds Transfer (ACH/NEFT/SWIFT)

You are solely responsible for inputting and maintaining complete, valid, and active payout destination details within your affiliate portal settings. Talk Rightly disclaims liability for disbursements delayed, returned, or misdirected due to incorrect banking or email information provided by you.

Any payment processor deductions, foreign currency exchange conversion fees, incoming intermediary bank charges, or wiring fees levied by external payment rails are deducted directly from your disbursement balance.

4.3 Independent Contractor Status, Statutory Tax Withholding (TDS), and Invoicing

You acknowledge and agree that your participation in the Talk Rightly Affiliate Program establishes an independent contractor relationship only. Nothing in this Agreement creates an employment, agency, franchise, joint venture, or legal partnership between you and Talk Rightly. You possess zero legal authority to bind, contract, or obligate Talk Rightly in any manner.

• Affiliates Resident in the Republic of India (Section 194H Compliance): For all affiliates qualifying as tax residents of India, payouts of commission fees constitute commission or brokerage income subject to mandatory Tax Deducted at Source ("TDS") under Section 194H of the Indian Income Tax Act, 1961. Talk Rightly shall deduct statutory TDS at the prevailing statutory rate (currently five percent (5%), or higher rates up to twenty percent (20%) if a valid Permanent Account Number ("PAN") is not provided pursuant to Section 206AA, or for non-filers under Section 206AB) prior to remitting payouts. Talk Rightly will deposit such deductions with the Indian central exchequer and issue quarterly Form 16A TDS certificates in accordance with statutory timelines. Indian affiliates registered under the Central Goods and Services Tax Act, 2017 ("GST") must provide a valid GSTIN and issue formal GST-compliant commercial tax invoices to Talk Rightly before disbursements are authorized.
• International and Non-Resident Affiliates: For affiliates operating outside the Republic of India, you represent that you are a non-resident entity or individual rendering promotional services from jurisdictions outside India. You are solely responsible for all income, digital service, local business, or self-employment taxes within your home jurisdiction. Non-resident affiliates must submit a valid IRS Form W-8BEN, Form W-8BEN-E, or equivalent Certificate of Foreign Tax Residency as requested by Talk Rightly. Talk Rightly reserves the right to apply international withholding taxes where mandated by bilateral Double Tax Avoidance Agreements (DTAA) in the absence of verified tax residency declarations.

4.4 Dormant Accounts and Unclaimed Balance Forfeiture

If an affiliate account records zero (0) tracking link clicks, zero (0) new user signups, and zero (0) active logins for twelve (12) consecutive calendar months, the account will be classified as "Dormant."

Upon dormancy classification, Talk Rightly will transmit a written notification to your registered email address granting thirty (30) calendar days to log in or reactivate promotional campaigns.

If no activity is logged within this 30-day notice period, Talk Rightly reserves the right to close the dormant account. Any accrued, unpaid commission balance remaining below the $20.00 USD threshold will be permanently written off to offset platform administrative maintenance costs.

SECTION 5: INTELLECTUAL PROPERTY AND BRAND ASSET USAGE

5.1 Limited, Revocable License to Approved Creative Assets

Subject to the operational restrictions of this Agreement, Talk Rightly grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access, display, and publish authorized Talk Rightly logos, product screenshots, video thumbnails, and promotional copy made available within our Creative Kit.

This license is granted solely to promote Talk Rightly and direct referral traffic to talkrightly.com in compliance with this Agreement. All goodwill, brand equity, and reputation generated through your display of Talk Rightly marks vests exclusively in Talk Rightly.

5.2 Brand Modification and Derivative Works Restrictions

You must not:

• Modify, distort, stretch, recolor, animate, or alter the aspect ratio of Talk Rightly logos, badges, or brand marks.
• Combine Talk Rightly marks with your own personal logos, third-party trademarks, or generic graphic elements.
• Display Talk Rightly brand assets in connection with any adult content, defamatory material, discriminatory media, illegal gambling, or content that promotes violence or unlawful conduct.
• Create derivative educational manuals, video courses, or linguistic training programs that incorporate our proprietary drill scripts, situation cards, or scoring rubrics without prior written authorization.

5.3 24-Hour Creative Asset Takedown and Revocation Rights

Talk Rightly reserves the right to review any digital media, web page, blog post, social post, or video containing Talk Rightly marks or promoting your affiliate link.

If Talk Rightly determines that any marketing asset published by you is inaccurate, misleading, off-brand, legally non-compliant, or damaging to corporate reputation, Talk Rightly may issue a formal revision or takedown notice via email.

You must modify, correct, or remove the specified marketing asset within twenty-four (24) hours of notice transmission. Failure to comply with a creative takedown notice within 24 hours constitutes grounds for immediate account termination.

SECTION 6: TERM, TERMINATION, AND CONTRACTUAL DAMAGE SET-OFF

6.1 Term and At-Will Termination for Convenience

This Agreement takes effect upon your acceptance, submission of an affiliate application, or generation of an affiliate tracking link, and remains active until terminated by either party.

Either party may terminate this Agreement at will, for any reason or no reason, upon forty-eight (48) hours' written notice transmitted via email.

Upon termination for convenience, your affiliate tracking links will be deactivated, and any approved, unrefunded commissions exceeding the $20.00 USD threshold will be disbursed in the subsequent monthly payout cycle.

6.2 Immediate Termination for Cause

Talk Rightly reserves the right to terminate this Agreement and revoke your affiliate account immediately, without advance notice, informal cure periods, or judicial intervention, upon the occurrence of any of the following events:

• Any breach of Section 1 (Brand Bidding, PPC Violations, Cybersquatting, or Direct Linking).
• Any breach of Section 2 (Failure to Display FTC/ASCI Disclosures, False Marketing Claims, or Spam Violations).
• Any breach of Section 3.4 (Self-Referral, Fraudulent Accounts, or Cashback Schemes).
• Engagement in deceptive, fraudulent, or illegal promotional tactics.
• Threatening, defamatory, or abusive communications directed toward Talk Rightly officers, employees, or customers.

6.3 Contractual Set-Off and Reasonable Pre-Estimate of Damages (Section 74 Compliance)

If your account is terminated for cause pursuant to Section 6.2, your right to receive future promotional commissions terminates immediately.

With respect to accrued and unpaid commission balances existing in your account at the time of termination:

• Pursuant to Section 74 of the Indian Contract Act, 1872, the parties mutually agree that breaches involving unauthorized brand search bidding (Section 1.1), fraudulent self-referrals (Section 3.4), or regulatory disclosure violations (Section 2.1) inflict direct financial and operational damage on Talk Rightly that is difficult to calculate with precision. Such damage includes increased Google Ads pay-per-click auction costs, administrative forensic auditing overhead, external legal advisory expenditures, and brand equity dilution.
• The parties hereby agree that Talk Rightly shall be entitled to retain and set off from your unpaid accrued commission balances an amount representing a genuine pre-estimate of liquidated damages and direct compensation for actual costs incurred, including:
• Internal forensic auditing and technical verification costs (billed at an agreed reasonable rate of $100.00 USD per investigation hour).
• The actual incremental auction costs incurred by Talk Rightly in bidding against your infringing advertisements during the breach period.
• Regulatory fines, third-party legal notice fees, and outside counsel advisory expenses directly caused by your non-compliant promotional content.
• Any residual accrued balance remaining after setting off Talk Rightly's proven actual damages, reasonable forensic expenses, and verified chargeback reserves shall be remitted to you within ninety (90) calendar days of formal account winding-down. If proven damages and administrative costs exceed your accrued balance, Talk Rightly reserves the right to seek recovery of the remaining balance through binding arbitration.

6.4 Post-Termination Wind-Down Obligations

Upon termination of this Agreement for any reason:

• You must immediately cease publishing, broadcasting, and displaying Talk Rightly marks, logos, and promotional banners.
• You must remove all affiliate tracking links from your active web properties, social channels, and public digital assets within seven (7) calendar days.
• Sections 1, 2, 4.3, 6.3, 7, 8, 9, and 10 shall survive termination and remain in full force and effect.

SECTION 7: INDEMNIFICATION AND ASSUMPTION OF PROMOTIONAL RISK

You agree to defend, indemnify, and hold harmless Talk Rightly, its founders, directors, officers, employees, contractors, agents, and authorized infrastructure providers from and against any and all third-party claims, government investigations, civil lawsuits, administrative enforcement actions, damages, liabilities, losses, settlement payments, fines, and expenses (including reasonable attorneys' fees and legal costs) arising out of or related to:

• Your promotional campaigns, advertising deployments, marketing content, social media posts, email broadcasts, or video publications.
• Your violation of any applicable statute, regulation, or administrative code, including the FTC Guides, ASCI Code, CAN-SPAM Act, Indian Information Technology Act, 2000, or global data privacy laws.
• Any breach of your warranties, representations, or covenants set forth in this Agreement.
• Your unauthorized use, alteration, or distribution of third-party intellectual property or Talk Rightly trademarks.
• Any false, misleading, defamatory, or unsubstantiated marketing statements made by you regarding Talk Rightly services or outcomes.

Talk Rightly reserves the right, at your expense, to assume exclusive legal defense and control of any matter subject to indemnification by you, and you agree to cooperate fully with our legal counsel in asserting all available defenses.

SECTION 8: DISCLAIMERS OF WARRANTIES AND OPERATIONAL LIABILITIES

8.1 "As Is" and "As Available" Service Delivery

The Talk Rightly Affiliate Program, our affiliate tracking portal, tracking link redirection scripts, referral cookies, API reporting endpoints, and creative marketing assets are provided on an "AS IS" and "AS AVAILABLE" basis, with all faults and without warranties of any kind, whether express, statutory, or implied.

Talk Rightly expressly disclaims all implied warranties of merchantability, fitness for a particular commercial purpose, title, and non-infringement. Talk Rightly makes no warranty that:

• The affiliate tracking system or redirect gateways will operate uninterrupted, securely, or free from software bugs, server latency, or operational downtime.
• Referral tracking cookies will successfully bypass client-side tracking prevention, browser privacy extensions, or local user security settings.
• Participation in the Affiliate Program will yield any minimum or predictable level of clicks, signups, revenue, or commissions.

8.2 Operational Tracking Failures and Attribution Drops

Talk Rightly shall not be held liable for referral tracking failures, dropped attribution cookies, or missing affiliate commission logs resulting from:

• Client-side ad blockers, anti-tracking browser scripts, or cookie-clearing events.
• Scheduled or emergency platform maintenance, server outages, or infrastructure network disruptions.
• Payment gateway downtimes, banking verification drops, or checkout crashes occurring within third-party Merchant of Record infrastructure (Dodo Payments).

SECTION 9: ABSOLUTE LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, in no event shall Talk Rightly, its founders, directors, officers, employees, partners, or corporate suppliers be liable to you or any third party under contract, tort (including negligence), strict liability, or any other legal or equitable theory for:

• Any indirect, incidental, special, consequential, punitive, or exemplary damages.
• Any loss of commercial revenue, business profits, anticipated earnings, data, or business opportunities.
• The costs of procuring substitute marketing channels, software platforms, or advertising placements.
• Any reputational harm or business disruption resulting from participation in this Program.

This limitation applies regardless of whether Talk Rightly has been advised of the possibility of such damages.

In all circumstances, the total, cumulative, aggregate legal liability of Talk Rightly arising out of or related to this Agreement, the Affiliate Program, or your marketing operations shall not exceed the lesser of:

• The total net affiliate commissions actually paid to you by Talk Rightly during the three (3) calendar months immediately preceding the event giving rise to liability, or
• Twenty United States Dollars ($20.00 USD).

SECTION 10: DISPUTE RESOLUTION, NEUTRAL BINDING ARBITRATION, AND GOVERNING LAW

10.1 Governing Law

This Agreement, its interpretation, and all legal disputes, claims, or controversies arising out of or connected to your participation in the Talk Rightly Affiliate Program shall be governed by, interpreted, and construed exclusively in accordance with the substantive laws of the Republic of India, including the Indian Contract Act, 1872, the Trade Marks Act, 1999, the Information Technology Act, 2000, and the Arbitration and Conciliation Act, 1996, without regard to conflict of law principles.

10.2 Mandatory Informal Resolution Window

Prior to initiating any formal arbitration claim or judicial proceeding, you and Talk Rightly agree to attempt to resolve any dispute or controversy through good-faith informal negotiations.

The party asserting a claim must transmit a formal written Notice of Dispute via email to hello@talkrightly.com detailing the nature of the disagreement, specific contractual clauses implicated, and the concrete financial relief requested. Both parties agree to engage in direct negotiation for thirty (30) calendar days from formal receipt of the notice.

If the dispute remains unresolved upon conclusion of the 30-day informal window, either party may pursue binding arbitration as set forth below.

10.3 Neutral Binding Individual Arbitration (Section 12(5) Precedent Compliance)

Subject to mandatory provisions of applicable statutory law, any unresolved dispute, controversy, or claim arising out of or relating to this Agreement, its breach, termination, enforcement, or validity, shall be referred to and finally resolved by binding arbitration conducted under the Arbitration and Conciliation Act, 1996 (India).

In strict compliance with Section 12(5) and the Seventh Schedule of the Arbitration and Conciliation Act, 1996 (as interpreted in Perkins Eastman Architects DPC v. HSCC (India) Ltd.), the parties agree to a neutral, independent appointment process:

• The arbitral tribunal shall consist of a sole independent arbitrator appointed by mutual written agreement of both parties within thirty (30) calendar days of an arbitration notice being served by either party.
• In the event that the parties fail to reach mutual agreement on the appointment of a sole arbitrator within the prescribed thirty (30) day period, the sole arbitrator shall be formally appointed by the Delhi International Arbitration Centre (DIAC) pursuant to DIAC rules, or by the High Court of Delhi upon application under Section 11 of the Arbitration and Conciliation Act, 1996. Neither party shall unilaterally appoint an arbitrator.
• The seat and legal place of arbitration shall be New Delhi, India.
• The arbitration proceedings, filings, oral hearings, and awards shall be conducted entirely in the English language.
• The arbitrator’s written award shall be final, binding, and enforceable in any court of competent jurisdiction.

10.4 Absolute Waiver of Class Actions and Consolidated Claims

To the maximum extent permitted by applicable law, all dispute resolution proceedings, arbitrations, or judicial actions must be conducted solely on an individual basis.

You affirmatively, knowingly, and irrevocably waive any right to initiate, join, coordinate, or participate as a plaintiff, class representative, or collective claimant in any class action, collective arbitration, private attorney general action, or consolidated proceeding against Talk Rightly.

The arbitral tribunal is expressly stripped of authority to consolidate claims of multiple affiliates or preside over any form of representative or class proceeding.

10.5 Exclusive Judicial Venue and Injunctions

To the extent that any legal proceeding, subpoena enforcement, or emergency motion is permitted to proceed before a court of law rather than arbitration under mandatory provisions of applicable law, you and Talk Rightly submit to the exclusive territorial jurisdiction and venue of the competent civil courts located in New Delhi, India.

Notwithstanding the arbitration requirement, Talk Rightly reserves the right to seek emergency injunctive relief, restraining orders, or asset freezes in any court of competent jurisdiction globally to halt trademark infringement, cybersquatting, unauthorized data scraping, brand bidding, or intellectual property misappropriation.

SECTION 11: MISCELLANEOUS AND GENERAL LEGAL PROVISIONS

11.1 Severability and Judicial Reformation

If any provision, clause, or paragraph of this Agreement is declared invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, that specific provision shall be modified to the minimum extent necessary to make it valid and enforceable, and all remaining provisions of this Agreement shall remain in full force and effect.

11.2 Entire Agreement and Precedence

This Agreement, alongside the incorporated Terms of Service, Privacy Policy, and official creative guidelines, constitutes the complete, final, and exclusive agreement between you and Talk Rightly regarding the Affiliate Program, superseding all prior oral or written negotiations, email commitments, draft proposals, or representations.

In the event of an irreconcilable conflict between this Agreement and the general Terms of Service, this Agreement shall control exclusively with respect to affiliate marketing, referral tracking, commissions, and brand asset licenses.

11.3 Non-Waiver

No failure or delay by Talk Rightly in exercising any legal right, administrative remedy, or contractual option under this Agreement shall operate as a waiver of that right. A single or partial exercise of any right by Talk Rightly does not preclude future enforcement of that right or any other contractual protection.

11.4 Assignment and Corporate Restructuring

You may not assign, transfer, delegate, or sublicense your affiliate account, rights, or obligations under this Agreement without the prior written consent of Talk Rightly.

Talk Rightly may assign, transfer, or delegate its rights and obligations under this Agreement at its sole discretion, without requiring your consent, in connection with a corporate merger, acquisition, corporate reorganization, asset acquisition, or restructuring.

11.5 Official Notices and Communications

All legal notices, arbitration demands, and formal communications directed to Talk Rightly must be transmitted in writing via electronic mail to our legal compliance desk at hello@talkrightly.com with the subject line "Formal Notice: Affiliate Program".

Notices directed to you will be transmitted to the primary email address registered to your active affiliate dashboard account, and shall be deemed delivered upon dispatch