Affiliate Program Terms

1. Affiliate Program

The Affiliate Program allows approved affiliates to promote Talking Tree products and services and potentially earn commissions on qualifying purchases made by customers attributable to the Affiliate.

Participation in the Affiliate Program is subject to our approval. We may accept or reject any applicant for any lawful reason and are not required to explain our decision.

Participation is non-exclusive. Nothing in these Terms restricts Talking Tree from marketing or selling its products or services directly, through other affiliates, or through any other channel.

2. Standard Program; No Custom Arrangements

The Affiliate Program is designed to operate through standardized and automated processes so that Talking Tree can administer the program efficiently across a large network of affiliates.

Accordingly, unless Talking Tree expressly agrees otherwise in a written agreement signed by an authorized representative, the Affiliate Program does not include flat-fee sponsorships or partnership payments, setup or upfront fees, guaranteed minimum payments, custom commission arrangements, custom integrations, individually negotiated attribution rules, dedicated account management or consultation calls, or other customized commercial arrangements.

No email, message, conversation, proposal, or other communication modifies these Terms unless expressly stated in a written agreement signed by an authorized representative of Talking Tree.

3. Affiliate Codes and Tracking

Talking Tree may provide you with a unique affiliate promotion code, referral code, partner code, or other tracking mechanism (an “Affiliate Code”). You must use the Affiliate Code provided to you for referrals to be attributed to your account.

Referral activity and customer spend may be tracked automatically through Stripe and/or other payment, analytics, or affiliate-tracking systems used by Talking Tree.

Talking Tree's records will control in determining whether a customer is attributable to an Affiliate, the amount of qualifying customer spend, the amount of commissions earned, whether a transaction has been refunded, reversed, disputed, charged back, canceled, or otherwise invalidated, and whether a commission is payable.

Tracking technologies are not error-free. Talking Tree is not responsible for commissions that cannot reasonably be attributed to an Affiliate because of customer actions, technical failures outside Talking Tree's reasonable control, incorrect use of an Affiliate Code, or similar circumstances.

4. Qualifying Referrals

A “Referred Customer” is a customer whom Talking Tree determines, through its applicable tracking systems, to have become a paying Talking Tree customer as a result of the Affiliate's valid Affiliate Code.

A referral will qualify for commissions only if: (1) the referral is properly attributable to the Affiliate through Talking Tree's tracking systems; (2) the customer completes an eligible paid transaction; (3) Talking Tree actually receives and retains payment for that transaction; (4) the transaction has not been refunded, reversed, canceled, disputed, charged back, or determined to be fraudulent or abusive; and (5) the Affiliate remains eligible to participate in the Affiliate Program under these Terms.

Talking Tree may reject or invalidate any referral or transaction that it reasonably determines resulted from fraud, manipulation, duplicate attribution, self-referral, improper incentives, misleading promotion, or other abuse of the Affiliate Program.

5. Commission

Approved Affiliates will earn a commission equal to either ten percent (10%) or fifteen percent (15%) of Qualifying Spend by their Referred Customers, at the final rate confirmed by Talking Tree after application review. An Affiliate's requested rate is not guaranteed and does not bind Talking Tree.

“Qualifying Spend” means amounts actually paid to and retained by Talking Tree for eligible products or services, excluding taxes, refunds, credits, chargebacks, disputed payments, fraudulent payments, discounts funded by Talking Tree, amounts later reversed or canceled, and any other amounts Talking Tree reasonably determines should not form part of commissionable revenue.

For example, if a Referred Customer generates $1,500 in Qualifying Spend, the Affiliate would earn $150 at a 10% commission rate or $225 at a 15% commission rate.

6. Recurring Commissions

Subject to these Terms, commissions are recurring for so long as the applicable Referred Customer remains an active paying customer and continues to generate Qualifying Spend.

There is no fixed maximum commission period while the Referred Customer remains eligible and active, the Affiliate remains enrolled in and eligible for the Affiliate Program, and these Terms have not been terminated with respect to the Affiliate.

Recurring commissions are not vested or guaranteed future payments. They remain subject to continued eligibility under these Terms.

7. Payout Threshold and Payment

Affiliate commissions will become eligible for payout only after both of the following conditions have been satisfied: (1) accrued eligible commissions total at least twenty dollars ($20.00) for the applicable payout; and (2) Affiliate has provided Talking Tree with all complete and accurate information reasonably required to issue payment through an available payment method, including any required banking, ACH, Venmo, PayPal, tax, identity, or contact information.

Once both conditions have been satisfied, Talking Tree will issue payment no earlier than sixty (60) days thereafter, subject to these Terms.

Talking Tree may make commission payments by ACH, Venmo, PayPal, or another payment method made available by Talking Tree from time to time, in Talking Tree's discretion.

Affiliate is solely responsible for maintaining accurate and current payment information and for ensuring that the applicable account is capable of receiving payment. Talking Tree is not responsible for delays or failed payments resulting from inaccurate, incomplete, outdated, or invalid information supplied by Affiliate.

If Affiliate reaches the applicable payout threshold before providing complete payment information, the sixty (60)-day payment period will not begin until Talking Tree has received all required information.

Talking Tree may delay or withhold payment where reasonably necessary to verify referral activity or Qualifying Spend; investigate suspected fraud, manipulation, or abuse; account for refunds, reversals, chargebacks, cancellations, or customer disputes; obtain required tax, identity, or payment documentation; correct tracking, payment, or accounting errors; address a violation or suspected violation of these Terms; or comply with applicable law, payment-provider requirements, or financial institution requirements.

Affiliate is solely responsible for all taxes, fees, charges, and reporting obligations arising from commissions paid under the Affiliate Program, including any fees charged by the Affiliate's bank, Venmo, PayPal, or other payment provider.

8. No Commission on Invalid Transactions

No commission is earned on fraudulent or fictitious transactions; payments that are refunded or charged back; transactions generated through prohibited conduct; transactions improperly attributed to an Affiliate; purchases made in violation of these Terms; commissions generated through manipulation of the Affiliate Program; or any transaction for which Talking Tree does not ultimately retain payment.

If Talking Tree has already paid a commission associated with a transaction that is later refunded, charged back, reversed, or determined to be invalid, Talking Tree may deduct the corresponding amount from future commissions or require repayment.

9. Affiliate Responsibilities

Affiliate is solely responsible for its own marketing activities, websites, social-media accounts, communications, advertising, and promotional content.

Affiliate must promote Talking Tree truthfully, professionally, and in a manner consistent with applicable law, these Terms, Talking Tree's Terms of Service, and Talking Tree's mission. Affiliates must not promote Talking Tree in a manner that Talking Tree reasonably determines materially conflicts with its mission.

10. Prohibited Conduct

Affiliate may not engage in any conduct that Talking Tree reasonably determines is abusive, deceptive, unlawful, harmful to Talking Tree or its users, inconsistent with these Terms, inconsistent with Talking Tree's Terms of Service, contrary to Talking Tree's mission, or against public policy.

Without limitation, Affiliate may not send spam or unlawful unsolicited communications; make false, deceptive, misleading, unsubstantiated, or materially incomplete claims concerning Talking Tree; misrepresent the Affiliate's relationship with Talking Tree; claim or imply employment, agency, legal partnership, or authority to speak for Talking Tree; engage in unlawful, fraudulent, deceptive, abusive, defamatory, discriminatory, harassing, or otherwise improper promotional practices; promote Talking Tree in connection with illegal activity or other content materially inconsistent with Talking Tree's mission or public policy; use deceptive redirects, cookie stuffing, forced clicks, hidden links, adware, spyware, malware, or similar techniques; artificially generate clicks, accounts, transactions, referrals, or commissions; create fictitious customers or transactions; engage in self-referrals unless expressly approved; impersonate Talking Tree; interfere with or circumvent tracking, attribution, payment, security, or technical systems; violate Talking Tree's Terms of Service or other applicable policies; or encourage or enable another person to engage in prohibited conduct.

Talking Tree may determine in its reasonable discretion whether conduct violates this Section.

11. Advertising and Disclosure Requirements

Affiliate is responsible for complying with all advertising, endorsement, consumer-protection, privacy, anti-spam, and similar laws applicable to its promotional activities.

Affiliate must clearly and conspicuously disclose its financial relationship with Talking Tree whenever required by applicable law. Any endorsement, testimonial, review, or statement made by Affiliate must reflect Affiliate's genuine views and must not make claims that Affiliate cannot substantiate.

12. Talking Tree Marks and Promotional Materials

Subject to these Terms, Talking Tree grants Affiliate a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during Affiliate's participation in the Affiliate Program to use logos, trade names, trademarks, and promotional materials that Talking Tree specifically makes available for Affiliate Program use (the “Talking Tree Marks”) solely to promote Talking Tree under these Terms.

Affiliate may not alter Talking Tree Marks except for proportional resizing; use Talking Tree Marks in a misleading manner; incorporate Talking Tree Marks or confusingly similar terms into a business name, product name, domain name, social-media username, application name, or trademark; register or attempt to register any Talking Tree Mark or confusingly similar mark; purchase search advertising or keywords using Talking Tree Marks where prohibited by Talking Tree; imply sponsorship, endorsement, employment, agency, or another relationship beyond participation in the Affiliate Program; or use Talking Tree Marks after termination of these Terms.

All goodwill resulting from use of the Talking Tree Marks belongs exclusively to Talking Tree or the applicable rights holder.

13. Intellectual Property

Except for the limited license expressly granted above, participation in the Affiliate Program does not grant Affiliate any ownership or other right in Talking Tree's technology, software, content, trademarks, branding, intellectual property, confidential information, customer relationships, or other assets. All rights not expressly granted are reserved.

14. Customer Relationship

Referred Customers are customers of Talking Tree, not customers of Affiliate with respect to the Talking Tree products or services they purchase.

Talking Tree exclusively controls its products and services, pricing, customer eligibility, customer onboarding, billing, refunds, product features, customer support, product availability, subscription terms, and whether to accept, suspend, or terminate a customer.

Affiliate has no authority to make commitments, warranties, guarantees, refunds, discounts, or other representations on Talking Tree's behalf.

15. Independent Contractor

Affiliate participates in the Affiliate Program as an independent contractor. Nothing in these Terms creates any partnership, joint venture, franchise, employment, agency, fiduciary, sales-representative, or other relationship between Affiliate and Talking Tree.

Affiliate has no authority to bind Talking Tree or incur any obligation on Talking Tree's behalf and is solely responsible for its own expenses, personnel, equipment, taxes, insurance, permits, licenses, and business operations.

16. Program Changes

Talking Tree may modify the Affiliate Program or these Terms from time to time, including changes to commission rates, eligible products or services, payout thresholds, attribution or tracking rules, payout methods, promotional requirements, eligibility requirements, or other program features.

Changes may apply prospectively from the effective date specified by Talking Tree. Where appropriate, Talking Tree may provide notice of material changes electronically, including by email, through the Affiliate Program interface, or by posting updated Terms. Continuing to participate in the Affiliate Program after updated Terms become effective constitutes acceptance of the updated Terms.

17. Suspension and Termination

Either party may terminate Affiliate's participation in the Affiliate Program at any time.

Talking Tree may suspend or terminate an Affiliate immediately if Talking Tree reasonably believes that the Affiliate violated these Terms or Talking Tree's Terms of Service; engaged in fraudulent, deceptive, abusive, unlawful, or misleading conduct; acted contrary to Talking Tree's mission or public policy; created legal, regulatory, reputational, security, or customer risk; manipulated the Affiliate Program; or otherwise engaged in conduct that Talking Tree reasonably determines warrants removal from the Affiliate Program.

Talking Tree may also discontinue the Affiliate Program in whole or in part at any time.

18. Effect of Termination

Upon termination, Affiliate must immediately stop representing itself as a Talking Tree Affiliate, stop using all Affiliate Codes and Talking Tree Marks, and remove Talking Tree affiliate promotional materials from properties under Affiliate's control within a reasonable period.

Affiliate will not earn any commissions arising on or after the effective date of termination, including commissions associated with customers previously referred by Affiliate. Termination therefore ends the Affiliate's right to future recurring commissions from existing Referred Customers.

Subject to the remainder of these Terms, commissions that were validly earned and payable before the effective date of termination may be paid in the ordinary course. However, if Talking Tree terminates Affiliate for fraud, manipulation, prohibited conduct, or a material breach of these Terms, Talking Tree may withhold or cancel commissions associated with the misconduct to the extent permitted by law.

19. Confidential Information

Affiliate may receive non-public information concerning Talking Tree, the Affiliate Program, customers, product plans, business operations, or other matters that a reasonable person would understand to be confidential (“Confidential Information”). Affiliate will use Confidential Information only as necessary to participate in the Affiliate Program, protect it using reasonable care, and not disclose it to third parties except as authorized by Talking Tree or required by law.

Confidential Information does not include information that Affiliate can demonstrate was lawfully known without confidentiality restrictions, independently developed, rightfully received from a third party without a confidentiality obligation, or publicly available through no breach of these Terms.

20. Privacy and Customer Information

Affiliate must comply with all applicable privacy and data-protection laws when collecting or processing information in connection with Affiliate activities.

Unless expressly authorized by Talking Tree, Affiliate should not collect sensitive information on Talking Tree's behalf or represent that Affiliate is authorized to access Talking Tree customer accounts or customer data. Affiliate is independently responsible for any personal information Affiliate collects through its own websites, mailing lists, advertising, or marketing activities.

21. Affiliate Representations

Affiliate represents, warrants, and agrees that Affiliate has authority to enter into these Terms; Affiliate's participation will comply with applicable law; Affiliate's promotional materials will not infringe or misappropriate third-party rights; Affiliate will not make unauthorized representations concerning Talking Tree; and Affiliate will comply with these Terms throughout its participation in the Affiliate Program.

22. Indemnification

To the extent permitted by law, Affiliate will defend, indemnify, and hold harmless Talking Tree and its directors, officers, employees, contractors, agents, affiliates, successors, and assigns from and against third-party claims, liabilities, damages, losses, penalties, costs, and reasonable attorneys' fees arising out of or relating to Affiliate's breach of these Terms, Affiliate's marketing or promotional activities, Affiliate's violation of applicable law, Affiliate's infringement or misappropriation of third-party rights, or Affiliate's fraud, negligence, willful misconduct, or unauthorized representations.

Talking Tree will provide reasonable notice of any claim for which it seeks indemnification and reasonable cooperation at Affiliate's expense. The remedies in this Section are cumulative of the remedies in Section 32.

23. Disclaimer

THE AFFILIATE PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TALKING TREE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE AFFILIATE PROGRAM, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY REGARDING THE AMOUNT OF COMMISSIONS AN AFFILIATE MAY EARN.

TALKING TREE DOES NOT GUARANTEE ANY PARTICULAR LEVEL OF CUSTOMER SPEND, ANY MINIMUM NUMBER OF REFERRALS, ANY MINIMUM COMMISSION, CONTINUED CUSTOMER SUBSCRIPTIONS, UNINTERRUPTED TRACKING, CONTINUED AVAILABILITY OF THE AFFILIATE PROGRAM, OR THAT PARTICIPATION WILL BE PROFITABLE.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TALKING TREE AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, REPUTATION, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS, THE AFFILIATE PROGRAM, ANY REFERRAL, ANY COMMISSION, OR AFFILIATE'S PARTICIPATION IN OR INABILITY TO PARTICIPATE IN THE AFFILIATE PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF TALKING TREE AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, SUCCESSORS, AND ASSIGNS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE AFFILIATE PROGRAM, REGARDLESS OF THE FORM OR THEORY OF LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT OF COMMISSIONS EARNED BY AFFILIATE UNDER THE AFFILIATE PROGRAM DURING AFFILIATE'S ENTIRE PERIOD OF PARTICIPATION IN THE AFFILIATE PROGRAM.

For purposes of this Section, “commissions earned” means commissions that became validly earned under these Terms before the event giving rise to the applicable claim, regardless of whether such commissions had yet been paid. It does not include anticipated, projected, contingent, disputed, forfeited, invalidated, or future commissions.

The limitations in this Section apply collectively to all claims and are not increased by the number of claims, transactions, Referred Customers, events, or legal theories asserted. Nothing in these Terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited under applicable law.

25. No Guarantee of Continued Program

Talking Tree may suspend, modify, replace, or discontinue the Affiliate Program at any time. Affiliate acknowledges that it has no entitlement to continued participation in the Affiliate Program, continued availability of any particular commission rate, or continued commissions following termination.

26. Assignment

Affiliate may not assign, delegate, transfer, or sublicense its rights or obligations under these Terms without Talking Tree's prior written consent. Talking Tree may assign or transfer these Terms in connection with a merger, reorganization, change of control, sale of assets, corporate restructuring, or otherwise as permitted by law.

27. Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

28. Waiver

A failure or delay by Talking Tree to enforce any provision of these Terms does not waive its right to enforce that or any other provision later.

29. Entire Agreement

These Terms, together with any policies or program rules expressly incorporated by reference, constitute the entire agreement between Affiliate and Talking Tree concerning the Affiliate Program and supersede prior or contemporaneous discussions, proposals, communications, or understandings concerning the Affiliate Program.

Any Affiliate terms, purchase order terms, proposal terms, or other additional or conflicting terms submitted by Affiliate are rejected unless expressly accepted in a written agreement signed by an authorized representative of Talking Tree.

30. Electronic Communications and Acceptance

Affiliate agrees that Talking Tree may provide Affiliate Program communications electronically, including by email, through an Affiliate Program dashboard, or by posting notices online. Affiliate's electronic acceptance, enrollment in the Affiliate Program, or continued participation after being presented with these Terms constitutes Affiliate's agreement to be bound by them.

31. Dispute Resolution

32. Frivolous or Bad-Faith Claims

To the maximum extent permitted by applicable law, if an Affiliate brings or maintains any claim, demand, arbitration, lawsuit, or other legal proceeding against Talking Tree that is finally determined by the applicable court, arbitrator, or other tribunal to be frivolous, brought in bad faith, or without legal or factual merit, Affiliate will indemnify and reimburse Talking Tree for the reasonable costs, expenses, and attorneys' fees incurred by Talking Tree in defending against or responding to that claim or proceeding.

This Section does not limit any other right to recover attorneys' fees, costs, sanctions, damages, or other relief available to Talking Tree under these Terms, applicable law, or the rules governing the applicable proceeding.

33. Notices

Notices to Affiliate may be sent to the email address or other contact information associated with Affiliate's account.

Notices to Talking Tree regarding these Terms may be sent to Talking Tree at connect@talkingtree.app.

34. Contact

Questions concerning the Affiliate Program may be submitted through Talking Tree's standard Affiliate Program support channel. Participation in the Affiliate Program does not entitle Affiliate to telephone consultations, strategy calls, custom partnership discussions, custom integrations, or individually negotiated commercial arrangements.