2.01 Consent and the Notice of Processing

By checking the click-wrap consent box, verifying via OTP, or accessing the Platform, You provide free, specific, informed, unconditional, and unambiguous consent to the processing of Your personal data for the specified purposes detailed herein. You reserve the right to withdraw Your consent at any time; however, withdrawing consent may result in the immediate termination of Your Account and the cessation of Platform access.

2.02 Categories of Personal Data Processed

To facilitate legitimate business processes, execute bank disbursals, and maintain statutory compliance, the Company processes the following categories of personal data:

• (a) Identity Credentials: Full legal name, residential address, digital signature, age, gender, and photograph.
• (b) Contact Details: Verified mobile telephone number and email address (both validated via OTP systems).
• (c) Financial & Tax Identifiers: Permanent Account Number (PAN), bank account details, and transaction histories.
• (d) Telemetry & Telephony Logs: Audio-visual recordings of customer care/training calls, IP addresses, browser configurations, and URL clickstreams.

2.03 Specified Purpose of Data Processing

Your personal data is processed strictly for the following specified, legitimate purposes:

• (a) Authenticating Platform registration and verifying compliance with the 18+ age eligibility threshold;
• (b) Processing statutory withholding taxes (TDS) under the Income Tax Act, 1961, and filing quarterly Form 16A certificates;
• (c) Calculating, tracking, and disbursing Partner Income based on verified task completion;
• (d) Investigating and prosecuting fraudulent activity, including proxy accounts or refund abuse.
• (e) Administering Partner entitlements under Section 6.05, including retaining the contact and payment details of a deactivated Partner for the duration of the 12-month claim window and issuing the notices required by Section 6.05(e).

2.04 Third-Party Processing and Cross-Border Transfers

The Company does not sell, lease, or rent Your personal data. For the execution of legitimate business transactions on Your behalf, data may be shared with authorized Data Processors (including payment gateways, automated database KYC verification APIs, and cloud server hosting infrastructures).

Data may be securely transferred, stored, or processed at cloud servers located outside of India. Any such cross-border transfer is executed under standard contractual clauses (SCCs) and robust security safeguards that comply with the DPDP Act, 2023, and global standards, including the General Data Protection Regulation (GDPR).

2.05 Rights of the Data Principal

In accordance with the DPDP Act, 2023, You enjoy the following enforceable rights:

• (a) Right to Access: The right to obtain a summary of Your personal data being processed and the identities of third parties with whom it has been shared.
• (b) Right to Correction and Erasure: The right to correct inaccurate data, complete incomplete data, or request the erasure of Your personal data once the specified purpose of collection has been fulfilled.
• (c) Right to Grievance Redressal: The right to register grievances with the Company's Data Protection Officer or, if unresolved, escalate the dispute to the Data Protection Board of India.

2.06 Data Protection Officer & Grievance Redressal

Any request to exercise Your rights or withdraw consent must be directed in writing to the Designated Data Protection Officer:

Contact Email: info@sphinxhireai.com

2.07 Data Retention Schedule

The Company retains personal data only as long as necessary to satisfy operational requirements and legal compliance. The schedule below governs data retention periods:

3.01 Contractual Capacity (The 18+ Policy)

In strict compliance with Section 11 of the Indian Contract Act, 1872, minors are legally incompetent to execute binding commercial covenants.

• (a) No person under the age of 18 (eighteen) years is permitted under any circumstances to register an Account, execute digital Partner agreements, or perform any transactional Task within the Platform.
• (b) The submission of a false age declaration, falsified identity document, or the use of an adult's credentials by a minor constitutes a material breach of this Agreement and a fraudulent act against the Company.

3.02 Consequences of Inaccurate Eligibility Information

If an Account is discovered to have falsified its underlying demographic details, or to be actively operated by a minor, the Company reserves the discretionary right under applicable law to:

• (a) Instantly suspend and permanently terminate all portal credentials and API access;
• (b) Declare the underlying agreement a legal nullity (void ab initio);
• (c) Subject to the explicit exception to the general Non-Forfeiture Policy in Section 7.03(d) of this Agreement, declare all pending or cleared Wallet balances permanently forfeited as liquidated damages resulting from the fraudulent misrepresentation of contractual capacity, which the Partner agrees constitutes a genuine, reasonable pre-estimate of corporate loss and administrative damage.

4.01 Contract of Service Disclaimer

The relationship between the Company and the Partner is strictly that of an independent contractor and independent principal.

• (a) This Agreement does not create any employer-employee relationship, partnership, joint venture, or agency.
• (b) The Partner is entirely free to set their own working hours, locations, and methods of sourcing, subject to standard brand governance guidelines and the Code of Conduct. Any platform parameters, including the monthly activity threshold in Section 7.03(a) (the 200 SXP target), Task allocation eligibility under Sections 6.02(b) and 6.05(b), or queue response timers, are classified strictly as digital gateway criteria governing access to proprietary platform utilities (such as the company-funded round-robin allocation queue), and shall not be construed as mandatory performance quotas, employment instructions, minimum work obligations, or direct operational control over the Partner's independent freelance schedule. The Partner is under no obligation to source any minimum volume, and retains unilateral, absolute discretion to claim, accept, reject, or ignore any queue-assigned Task offered to them, without disciplinary consequence. For the avoidance of doubt, the consequence of not satisfying the criteria in Section 7.03(a) is limited strictly to the pausing of access to the optional queue facility, and does not constitute a penalty, a disciplinary measure, or a breach of this Agreement.
• (c) The Partner has no authority to bind the Company to any contract, representation, or liability.
• (d) Consequently, the Partner is ineligible to receive any corporate employee benefits, including but not limited to Provident Fund (PF), Employee State Insurance (ESI), gratuity, or fixed minimum salaries. All earnings are strictly variable and transactional.

4.02 Company Audit Rights

To preserve the statutory and tax integrity of the Platform, the Company reserves the discretionary right to:

• (a) Audit any Partner Account, verify transaction histories, and inspect IP logs;
• (b) Request supporting documentation, including official PAN, bank statements, or proof of identity;
• (c) Review suspicious and high-velocity sourcing volume or Task completions;
• (d) Temporarily pause Wallet payouts during the pendency of a compliance or fraud investigation.

5.01 Ownership of Company Intellectual Property

All proprietary materials, digital assets, and codebases associated with the Company remain the exclusive property of the Company. This includes, but is not limited to:

• (a) Educational cohort materials, masterclass videos, live lectures, and curricula;
• (b) Legal templates, contract vaults, documentation, and playbooks;
• (c) Source code, software architectures, algorithms, and prompt databases;
• (d) Brand guidelines, logos, trademarks, and Platform UI designs.

5.02 Prohibited Intellectual Property Activities

Partners are strictly prohibited from engaging in any of the following unauthorized activities:

• (a) Redistribution & Recording: Recording, screenshotting, downloading, republishing, or redistributing training content or proprietary templates to any public domain or competing platform;
• (b) Commercial Exploitation: Reselling, leasing, or commercially reusing any portion of the Company's SaaS or training utilities;
• (c) Reverse Engineering: Attempting to reverse engineer, decompile, or extract the underlying code of the Sourcing Interface, Operations Portal, or automated APIs.

Any violation of this section constitutes immediate grounds for Account termination without notice, alongside the pursuit of criminal and civil remedies under the Copyright Act, 1957, and the Patents Act, 1970.

5.03 Confidentiality Obligations

During Your engagement and at all times thereafter, You shall maintain strict confidentiality regarding all non-public information, including but not limited to the Company's internal Standard Operating Procedures (SOPs), educational/training materials, strategic pricing models, customer acquisition playbooks, customer/partner lists, lead allocation formulas, and internal database dashboards. You shall not disclose, duplicate, or exploit such information for any unauthorized or competitive purpose.

6.01 The Direct Action Rule (Anti-Pyramid Safeguard)

To preserve the statutory integrity of the Platform and bypass the regulatory hazards of multi-level schemes, all Platform payouts are strictly single-tier (1).

• (a) Partner Incomes are generated solely when a distinct, personal, and system-logged unit of individual labor is successfully executed and recorded by the database.
• (b) Zero Downline Overrides: No Partner shall receive any percentage, override, margin, bonus, or point value from the actions, sales, transactions, or sourcing efforts of other Partners.
• (c) The Hard-Stop Policy: If Scout A sources a completed purchase by Customer B, Scout A earns the 25% direct sourcing income. If Customer B subsequently joins the Platform as a free Scout and sources a completed purchase by Customer C, Customer B earns the 25% direct income. Scout A earns exactly 0% on Customer C's transaction. All upstream financial tracking terminates instantly at Tier 1. No payouts are triggered by enrollment, and all earnings depend strictly upon verified customer transactions.

6.02 Structured Income Rates

All income payouts are processed strictly as flat percentages of the Net Base Program Value, calculated in respect of each Invoice actually collected by the Company from the Customer. Any government taxes, cess, or collection gateway transaction fees are excluded prior to calculation. Where any discount, promotional coupon, or pricing reduction is granted to a Customer, Partner Income shall be calculated strictly on the net post-discount amount actually collected.

• (a) Level 1 Scout Income: A flat 25% (twenty-five percent) of the Net Base Program Value of the FIRST Invoice only, in respect of a Customer sourced through that Scout's unique Sourcing Interface tracking link. Sourcing constitutes a single, one-time unit of individual labor under Section 6.01(a), and accordingly no Scout Income arises in respect of any second or subsequent Invoice relating to the same Customer.
• (b) Level 2 Lead Income: A flat 10% (ten percent) of the Net Base Program Value of the FIRST Invoice only, payable to the Lead who personally performs the closing task. Closing constitutes a single, one-time unit of individual labor under Section 6.01(a), and accordingly no Lead Income arises in respect of any second or subsequent Invoice relating to the same Customer. No closing task shall be assigned or required in respect of any second or subsequent Invoice. A Lead is eligible to receive a closing task through the Operations Portal queue only if, at the time of allocation, they satisfy the active standing criteria in Section 7.03(a); where they do not, the task shall be allocated to the next eligible active Lead, and the Lead who was not allocated the task suffers no penalty, forfeiture, or reduction of any Partner Income already earned.
• (c) Level 3 Manager Income: A flat 10% (ten percent) of the Net Base Program Value of EACH Invoice in respect of which a technical onboarding setup has been personally completed and system-logged, including second and subsequent Invoices. Onboarding constitutes a distinct, repeated unit of individual labor performed afresh in respect of each such Invoice.
• (d) ATS (B2B SaaS) Calculation Basis: For corporate Applicant Tracking System subscriptions, the Net Base Program Value applied under sub-clauses (a) to (c) above shall be the Annual Contract Value (ACV) per seat sold, net of 18% GST, calculated on the same basis as cohort enrolments.

6.03 The Single-Payout Rule (Per-Invoice Basis)

Partner Income is calculated and paid strictly as a one-time-only reward for each distinct unit of labor personally performed. For the avoidance of doubt:

• (a) An enrolment paid in two or more Invoices generates Scout Income and Lead Income once only, on the first Invoice, and Manager Income once in respect of each Invoice for which onboarding is performed. This does not constitute a recurring, ongoing, or passive commission for the purposes of this Agreement.
• (b) Under no circumstances shall any Partner earn any commission, override, margin, bonus, or point value on subsequent renewals, recurring monthly or annual billing cycles, license additions, product upgrades, program extensions, or platform add-ons.
• (c) All Platform tracking, commissions, and compensation in respect of a sourced Customer terminate permanently once the final Invoice of the original enrolment has cleared its cooling period or has definitively lapsed under Section 6.05.

6.04 Invoices and the Self-Purchase Exclusion

• (a) Invoice Structure: A Customer may elect to pay for a cohort enrolment in two or more Invoices. No fixed deadline applies to payment of any Invoice after the first; it remains outstanding and payable by the Customer until it is paid, formally cancelled by the Customer, or written off by the Company as uncollectable.
• (b) Self-Purchase Exclusion: Where a transaction is sourced using a Partner's own tracking link and the Company determines, on a reasonable factual basis, that the Partner is themselves the Customer (including a purchase made for an entity the Partner owns or controls), that transaction shall generate 0 (zero) Scout XP, 0 (zero) Closing XP, 0 (zero) Onboarding XP and 0% (zero percent) Partner Income TO THAT PARTNER, in respect of every Invoice.
• (c) Position of Other Partners: A transaction falling within sub-clause (b) remains a valid Customer sale. Accordingly: (i) where another Partner personally performed the sourcing work in respect of that Customer, the Scout Income and Scout XP under Section 6.02(a) shall be payable to that Partner; (ii) where another Partner personally conducted the closing consultation, the Lead Income and Closing XP under Section 6.02(b) shall be payable to that Partner; and (iii) Manager Income and Onboarding XP under Section 6.02(c) shall be payable to the Partner who performs the onboarding, in the ordinary course.
• (d) Verified Labor Requirement: Any entitlement under sub-clause (c) arises strictly by reason of a distinct, personal, system-logged unit of individual labor actually performed in respect of that specific transaction, in accordance with Section 6.01(a). For the avoidance of doubt, and consistent with Section 6.01(b), no Partner shall become entitled to any income or XP under sub-clause (c) by reason only of having introduced, recruited, sponsored, mentored, or referred the purchasing Partner to the Platform. Where no other Partner holds a verified task record in respect of the transaction, the corresponding Scout and Lead Income shall not be payable to any person.
• (e) Sub-clause (b) is a baseline eligibility rule and not a disciplinary finding. A single, isolated self-purchase does not of itself trigger the enforcement consequences set out in Part X of this Agreement.
• (f) Repeated self-purchases, purchases routed through associated or nominee accounts, or any arrangement whereby Partners purchase through one another's links in order to route income between themselves, remains a material breach under Section 10.01(b), with the consequences set out in Section 10.02.
• (g) Nothing in this Section affects the Customer's own right to purchase the cohort or SaaS product on standard terms, or their statutory refund rights. Only the purchasing Partner's XP and Partner Income are set to zero.

6.05 Manager Assignment and Entitlement on Subsequent Invoices

• (a) Onboarding tasks arising on a second or subsequent Invoice are allocated afresh at the time that Invoice is collected. No Partner acquires any continuing or reserved right to the onboarding of a particular Customer by reason of having performed the onboarding on an earlier Invoice.
• (b) Active Standing Requirement: A Manager is eligible to receive the onboarding task arising on a second or subsequent Invoice only if, at the time that Invoice is collected, they satisfy the active standing criteria in Section 7.03(a). Where the Manager who performed the earlier onboarding does not satisfy those criteria at that time, or has voluntarily deactivated their Account under Section 14.02, or has been terminated under Section 14.01, the task shall be allocated to the next eligible active Manager through the Operations Portal queue.
• (c) Manager Income and Onboarding XP in respect of any Invoice are payable in full to the Manager who personally performs and logs the onboarding for that Invoice, and shall not be apportioned between Managers.
• (d) No Forfeiture of Completed Work: The operation of sub-clause (b) affects future task allocation only. Consistent with Section 7.03(d), a Manager who becomes inactive retains in full all Partner Income and XP already earned in respect of any Invoice for which they personally completed the onboarding, and the Company shall not retroactively cancel, hold, freeze or claw back any such amount. Where a Manager restores active standing under Section 7.03(c) before a subsequent Invoice is collected, they are eligible for that task in the ordinary course.
• (e) Where a Manager has voluntarily deactivated their Account, any entitlement already accrued but not yet disbursed shall be claimable for 12 (twelve) months from the date of deactivation, after which it lapses permanently. The Company shall give notice of the entitlement, the claim mechanism and the exact lapse date (i) at the time of deactivation and (ii) at the commencement of the tenth month of that window, in each case by in-application notice and to the registered email address in accordance with Section 13.05.
• (f) Where a subsequent Invoice is never collected, whether because the Customer cancels, defaults, or the amount is written off, no entitlement of any kind arises under this Section for any Partner.

6.06 Transition Provision for In-Flight Enrolments

Where the first Invoice of an enrolment was collected before the effective date of this version of the Agreement, the Partner Income and XP generated by that Invoice remain governed by the rules in force at the time it was collected and shall not be recalculated. Any Invoice collected on or after the effective date is governed by this Agreement in full, including the XP conversion rates in Section 7.02 and the entitlement rules in Section 6.05.

7.01 Non-Monetary Legal Status of Experience Points (XP)

The database tracks contribution and platform reputation through Studio Experience Points (STXP).

• (a) XP is a purely visual, digital tracking metric and does not represent legal currency, accrued interest, or cash value.
• (b) XP cannot be redeemed for cash, cannot be transferred between accounts, and cannot be purchased under any circumstances.
• (c) The accumulation of XP serves solely as a qualification gate to unlock eligibility for professional promotion audits.

7.02 XP Calculation Matrix (Turnover-Derived)

Experience Points are credited to the Partner's dashboard ledger upon verification of a revenue-generating Invoice having cleared its cooling period. XP is generated in direct proportion to the Net Base Program Value of each Invoice, and accrues in respect of EVERY Invoice including second and subsequent Invoices, irrespective of whether Partner Income is payable in respect of that Invoice.

• (a) Base Point Value: Each Invoice generates a Base Point Value derived from its Net Base Program Value.
  Base Point Value = Net Base Program Value ÷ ₹250
• (b) Scout XP (SXP): Earned on each Invoice sourced through the Partner's own Sourcing Interface tracking link.
  SXP = 100% of Base Point Value
• (c) Closing XP (CXP): Earned by Level 2 Leads for completing closing tasks.
  CXP = 40% of Base Point Value
• (d) Onboarding XP (OXP): Earned by Level 3 Managers for completing technical setups.
  OXP = 50% of Base Point Value

• (f) For the avoidance of doubt, XP is a non-monetary reputation metric under Section 7.01, and its accrual in respect of an Invoice creates no entitlement to Partner Income in respect of that Invoice.
• (g) Cumulative Equation: A Partner's lifetime standing is tracked by their Total STXP:
  Total STXP = SXP + CXP + OXP
  All XP values are rounded down to the nearest whole point. The lifetime total never resets.

7.03 The Active Rule & Access Gating

Access to the premium, company-funded inbound lead queue inside the Operations Portal is a privilege reserved for active, high-velocity Partners.

• (a) Active Standing Criteria: To maintain queue access for any upcoming calendar month, every Level 2 Lead and Level 3 Manager must generate a minimum of 200 Scout XP (SXP) via their Sourcing Interface tracking links inside the current calendar month. In the event a Partner fails to satisfy this active sourcing criterion, the Partner shall be considered inactive for the upcoming month, and their Operations Portal queue privileges shall be paused on the 1st day of that month. A Partner newly promoted to Level 2 or Level 3 shall be treated as satisfying this criterion for the remainder of the calendar month in which their promotion takes effect. The sole consequence of not satisfying this criterion is that no new Task is allocated to the Partner for the period they remain inactive; it carries no financial penalty, no reduction, withholding, or forfeiture of any Partner Income already earned or accruing, no disciplinary consequence, and does not constitute a breach of this Agreement.
• (b) The Inactive State: If a Partner fails to hit the 200 SXP target by 11:59 PM on the final day of the calendar month, their Operations Portal queue is automatically paused on the 1st day of the upcoming month.
• (c) Reactivation Protocol: An inactive queue is instantly reactivated the exact moment the Partner generates 200 SXP via their Sourcing Interface, resetting their active status in real-time.
• (d) Legal Non-Forfeiture Guardrail: The active quota governs future lead allocation privileges only. It has zero bearing on completed historical labor. Under the Indian Contract Act, 1872, once a freelance closing call or technical onboarding task is successfully executed and logged by the Partner, it represents a fully completed contract of service. Subject only to the explicit exceptions for legal incapacity due to minor status under Section 3.02(c), verified systemic fraud under Section 10.02, and the non-accrual of unclaimed or terminated entitlements under Section 6.05 of this Agreement, the Company shall never retroactively cancel, hold, freeze, or forfeit earned incomes from completed past tasks due to a Partner failing to meet their active status quota. All past cleared earnings must be paid out in full.

7.04 SXP Milestone Qualification Rules

For the avoidance of doubt, the Scout Experience Points required for milestones (including the 1,000 SXP qualification milestone to schedule a Level 2 audit, and the monthly active quotas under Section 7.03) are generated through verified, paid Customer Invoices that have cleared their cooling period, calculated in accordance with Section 7.02. Both direct purchases of corporate B2B SaaS Applicant Tracking System (ATS) subscriptions and purchases of educational startup cohort seats completed via the Partner's unique Sourcing Interface tracking links shall count equally toward SXP accumulation, on a Net Base Program Value basis. No SXP shall be awarded for a self-purchase excluded under Section 6.04(b), for free console signups, for unpaid customer accounts, or for inactive registrations. XP accrues on every Invoice under Section 7.02 irrespective of whether Partner Income is payable in respect of that Invoice, and such XP counts in full toward all milestone and active-standing calculations.

7.05 Three-Month Rolling Window Career Milestones & Promotion Rules

• (a) Unlocking Level 2 (Lead): To qualify to schedule the Level 2 live closing and communication skills assessment, a Scout must accumulate at least 1,000 SXP (one thousand Scout Experience Points) within a three (3) consecutive calendar month rolling window.
• (b) Unlocking Level 3 (Manager): To qualify to schedule the Level 3 practical technical infrastructure and API connection audit, a Lead must accumulate at least 5,000 Cumulative STXP (five thousand Studio Experience Points) within a three (3) consecutive calendar month rolling window, while maintaining a minimum active baseline of at least 200 SXP inside each individual calendar month of the underlying rolling window.
• (c) Executive Merit-Based Promotion Override: Notwithstanding the specific STXP milestones and sourcing requirements set forth in this Section, the Company's management reserves the unilateral, absolute discretionary authority, exercisable on a case-by-case basis under rare and exceptional circumstances upon a comprehensive evaluation of a Partner's merit, verified outstanding performance, or strategic value, to manually upgrade or promote any Partner to a higher operational level (including Level 2 or Level 3) even if the underlying STXP requirements have not been met.

8.01 The Cooling Period Wallet (Per-Invoice Risk Mitigation)

All Platform programs include a standard 7-day pro-rata refund cooling-off period for the Customer. Each Invoice collected from a Customer is treated as an independent transaction for wallet purposes and runs its own separate cooling period, independently of any other Invoice relating to the same enrolment.

• (a) On collection of an Invoice, the XP associated with that Invoice is credited to the Partner's ledger instantly, and the associated cash income is posted to a distinct entry in the Partner's Cooling Period Wallet, where it remains locked for exactly 10 (ten) days (7 days for the customer refund window plus 3 days for payment gateway banking settlement).
• (b) Per-Invoice Refund Cancellation: If a Customer requests a refund of a given Invoice within that Invoice's own 7-day window, the system programmatically deletes only the pending income relating to that specific Invoice, and deducts only the XP generated by that specific Invoice. A refund of the first Invoice has no automatic effect on any subsequent Invoice, and a refund of a subsequent Invoice has no effect on the first.
• (c) Full Enrolment Refund: Where the Customer refunds or cancels the entire enrolment rather than a single Invoice, all Invoices already collected are treated as refunded and any entitlement in respect of an uncollected future Invoice is extinguished.
• (d) A subsequent Invoice may be collected weeks or months after an earlier Invoice has cleared. Each Invoice's 10-day cooling period, tax withholding under Section 8.02, and monthly disbursal under Section 8.03 run independently and on their own timeline.

8.02 The Claimable Wallet & Tax Withholding (TDS)

On Day 11, if no refund has occurred, the funds are automatically released to the Claimable Wallet.

• (a) Prior to landing in the Claimable Wallet, the system programmatically deducts the statutory 2% Tax Deducted at Source (TDS) in accordance with the Income Tax Act, 1961.
• (b) Section 194H: Applied to Level 1 Scouts (Brokerage and Sourcing/Referral Income).
• (c) Section 194J: Applied to Level 2 Leads and Level 3 Managers (Fees for Professional and Technical Services).
• (d) Where a sale is collected in two or more Invoices, tax is deducted at source separately in respect of each Invoice as and when it clears into the Claimable Wallet, and each such deduction is reported in the quarterly Form 16A certificate for the quarter in which it falls.

8.03 The Standard Monthly Auto-Disbursal Cycle

To maintain clean accounting logs and eliminate gateway transaction overheads, the platform does not utilize manual withdrawal buttons or arbitrary release thresholds.

• (a) The Cutoff: At 11:59 PM on the final day of every calendar month, the database takes an automated snapshot of the total cleared, settled funds resting in the Partner's Claimable Wallet.
• (b) The Payout: This snapshot balance is automatically processed and transferred directly to the Partner's verified, linked corporate bank account by the 5th of the following month.
• (c) The Carry-Forward Rule: Any funds currently clearing their 10-day settlement clock inside the Cooling Period Wallet at the end of the month are carried forward. They will clear into the Claimable Wallet during the upcoming month and pay out automatically in the subsequent monthly disbursal run.

9.01 Acceptable Use Code of Conduct

Partners must utilize the Platform strictly in a professional, ethical manner. The following behaviors are explicitly prohibited:

• (a) Spam & Mass Outreach: Executing bulk cold-messaging, unsolicited WhatsApp broadcasting, or spamming public social forums with tracking links;
• (b) Falsification & Fakes: Utilizing fake testimonials, falsified income screenshots, altered bank logs, or manipulated dashboard visuals to source Customers;
• (c) Impersonation & Harassment: Impersonating Company employees, using official corporate brand names to launch rogue pages, or displaying abusive behavior toward Staff, Partners, or Customers.

9.02 Marketing & Brand Usage Rules

• (a) Approved Materials only: Partners may only use marketing materials, graphics, copy templates, and promotional scripts provided inside the official Sourcing Interface.
• (b) Trademark Restrictions: The Partner shall not register any domain name, business name, or social media handle containing the word "Sphinxhire" or any variation thereof.
• (c) Paid Advertising Prohibition: Running paid Google search ads, Meta ads, or YouTube ads using direct tracking links or the Company's brand trademarks is strictly prohibited without prior written corporate authorization.

9.03 Strict Classifications of Partner Misconduct (The Misconduct Rules)

To protect the commercial reputation, software assets, and team cohesion of the Company, the following acts are strictly defined as "Material Misconduct" under this Agreement:

• (a) Cross-Recruiting and Poaching: Directly or indirectly recruiting, pitching, inviting, or soliciting any other active Sphinxhire Partner, student cohort participant, or database contact to join any other affiliate platform, multi-level business, competing tech startup, or side-gig opportunity.
• (b) Lead Theft and Circumvention: Taking Company-funded, round-robin allocated inbound leads off-platform, attempting to sell those leads to external services, or processing payments outside the Company's official payment gateway.
• (c) Public and Group Disparagement: Defaming, making derogatory remarks, or creating negative public posts or comments on social networks, review boards (e.g., Trustpilot, Glassdoor), or internal group channels regarding the Company, its executives, software systems, or other Partners, or inciting a collective boycott of platform operations.
• (d) Inter-Partner Lead Piracy: Intercepting, stealing, or attempting to convert customers, leads, or accounts actively managed by or assigned to another Partner.
• (e) Placement and Income Guarantees: Making unauthorized, non-compliant claims that guarantee employment, placement, or specific monetary earnings to prospective Customers or Partners.

9.04 Suspension and Disciplinary Investigation Framework

The Company enforces a zero-tolerance policy against system exploits, ethical breaches, and misconduct. Disciplinary enforcement shall proceed under the following framework:

• (a) Management's Unilateral Right of Suspension: The Company reserves the absolute, unilateral right to place any Partner's account under immediate Suspension for any time period determined solely by the Company, during an ongoing review or investigation into suspected misconduct, fraud, or policy violations.
• (b) Effect of Suspension: During a pending Suspension, the Partner's access credentials to the Sourcing Interface and Operations Portal shall be disabled, lead queue allocations shall be immediately paused, and all pending and settled funds inside the Cooling Period Wallet and Claimable Wallet shall be frozen until the matter is officially resolved.
• (c) The Warning Protocol: For minor or first-time policy infractions, the Company may issue a formal written warning outlining the corrective actions required. A copy of the warning shall be dispatched via the notice channels defined in Section 13.05.
• (d) Repeated Warnings Policy: If a Partner receives a second (2nd) formal written warning, or fails to remedy a warned policy violation within forty-eight (48) hours of written notice, their account shall be immediately terminated for cause, in accordance with the Dedicated Termination Framework under Part XIV.
• (e) Bypass to Termination: For severe and egregious misconduct (including but not limited to cross-recruiting, lead theft, platform hacking, or financial fraud), the Company reserves the absolute right to bypass the warning protocol and execute instant, permanent termination without warning, accompanied by the permanent forfeiture of all accumulated balances as liquidated damages.

10.01 Prohibited Fraudulent Manipulations

The Company operates advanced, algorithm-driven fraud detection engines. The execution of any of the following manipulations constitutes a material breach of this Agreement:

• (a) Multiple Accounts: Creating or maintaining multiple Scout or Partner profiles mapped to the same physical individual or PAN;
• (b) Self-Referrals & Loop Purchases: Purchasing a cohort or service through Your own tracking link to unlock visual points or programmatic payout splits. An isolated self-purchase which generates no XP and no Partner Income by operation of Section 6.04(b) does not of itself constitute a manipulation under this Section; this sub-clause applies to repeated, coordinated, or nominee-routed self-purchasing undertaken to inflate metrics, unlock a promotion gate, or extract a payout;
• (c) Click and Cookie Stuffing: Automating web clicks, utilizing cookie-stuffing scripts, or routing bot traffic to generate false tracking parameters;
• (d) Chargeback & Coupon Exploitation: Coordinating fraudulent purchases, abusing coupon codes, or executing transactions with the intent of forcing a Chargeback.

10.02 Enforcement Protocols

Upon the verification of system abuse, the Company reserves the sole right to freeze the offending Account, invalidate all associated SXP/CXP/OXP tracking credits, declare all pending and cleared Wallet balances permanently forfeited as genuine pre-estimated liquidated damages for system exploitation under Section 74 of the Indian Contract Act, 1872 (which the Partner agrees is a reasonable and proportionate pre-estimate of loss and administrative damage, acting as an explicit exception to the general Non-Forfeiture Policy in Section 7.03(d) of this Agreement), and report the offender to cyber-crime authorities.

11.01 Limitation of Liability

The Sourcing Interface, Operations Portal, and associated software tools are provided strictly on an "As-Is" and "As-Available" basis. The Company does not make any warranties, express or implied, regarding system uptime, compatibility, merchantability, or completeness.

To the maximum extent permitted by law, the Company, its directors, and its employees shall not be liable for any special, incidental, consequential, or exemplary damages, including lost profits or business interruptions, arising out of:

• (a) Platform downtime, server latency, database maintenance, or security updates;
• (b) Regional internet infrastructure failures, telecom outages, or cloud provider (e.g., Google Cloud, AWS) outages;
• (c) Payment gateway disruptions, merchant settlements, or third-party bank verification API failures;
• (d) Browser incompatibility, operating system errors, or hardware failures.

11.02 Indemnification Covenant

You agree to indemnify, defend, and hold harmless the Company (including its officers, directors, stakeholders, and operational employees) from and against any third-party claims, liabilities, financial losses, legal costs, or processing fees arising from:

• (a) Your violation of any clause set forth in this Agreement;
• (b) Deceptive, non-compliant, or illegal marketing claims made by You during sourcing activities;
• (c) Your infringement of any third-party intellectual property, privacy, or data protection rights.

12.01 Governing Law

This Agreement, Your Platform operations, and all data processing metrics are governed by, and shall be construed in accordance with, the federal and state laws of India, without regard to conflict of law principles.

12.02 Resolution Process & Arbitration

Any dispute, difference, controversy, or claim arising out of or in connection with this Agreement, including its interpretation, validity, performance, or breach, shall first be attempted to be resolved amicably through mutual consultation.

• (a) If unresolved within 30 days, the dispute shall be referred to and finally resolved by binding Arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended).
• (b) The arbitration tribunal shall consist of a sole arbitrator appointed mutually by the parties, or failing mutual agreement, appointed in accordance with the rules of the High Court of Telangana.
• (c) The seat of arbitration shall be Hyderabad, India. The venue of arbitration shall be Hyderabad, and the language of the arbitration proceedings shall be English. The arbitrator's award shall be final and binding upon both parties.

12.03 Court Jurisdiction

Subject to the arbitration clause, the parties irrevocably submit to the exclusive jurisdiction of the courts located in Hyderabad, Telangana, India, for all matters arising out of or relating to this Agreement.

15.01 Purpose of Disclosures & Performance Caveats

The statistics and projections in this section are presented strictly to provide transparent insight into the operational realities of independent gig promotion, preventing deceptive earnings claims, and establishing realistic benchmarks for all prospective Partners.

15.02 Absence of Historical Performance Data

This is a newly launched program. We do not yet have historical performance data to report. Individual earnings depend entirely on personal effort and results, are not guaranteed, and will vary significantly from person to person.

15.03 No Guarantees Covenants

The financial metrics outlined in this Agreement represent gross transactional potential processed before the statutory deduction of tax at source (TDS) and personal operational costs. Building a viable independent business takes dedicated effort, systematic study, and time. No specific capital investment is required to register on the Platform, and some participants will succeed while others will not.