Preamble
This Partner Program Terms of Service (this "Agreement") is a legally binding contract between you, individually or on behalf of the entity you represent ("Partner," "you," or "your"), and Forthlogic, Inc., a Delaware corporation doing business as Chatley ("Chatley," "Company," "we," "us," or "our"), the developer and operator of the Chatley conversational AI platform (the "Service").
This Agreement governs your participation in any one or more of the following programs: the Chatley Affiliate Program, the Chatley White Label / Agency Partner Program, and the Chatley ISV Partner Program (collectively, the "Program"). By submitting an application, clicking "I Agree," or otherwise participating in the Program, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement in their entirety.
If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the legal authority to bind that entity to these terms. In that case, "you" and "your" refer to that entity.
If you do not agree to these terms, you must not apply for or participate in the Program.
1. Definitions
The following defined terms apply throughout this Agreement:
means the Chatley Acceptable Use Policy, available at chatley.ai/acceptable-use, as updated from time to time.
means the program under which Partners earn commissions by referring new paying customers to Chatley through a unique referral link.
means this Partner Program Terms of Service, together with all schedules, exhibits, and documents incorporated by reference herein.
means the application programming interfaces, developer tools, and associated documentation made available by Chatley to ISV Partners.
means all trademarks, service marks, trade names, logos, and other brand identifiers owned or licensed by Chatley, including but not limited to the "Chatley" name and logo.
or "Service" means the Chatley conversational AI platform, including all software, features, APIs, and related services made available by Forthlogic, Inc.
means any non-public, proprietary, or sensitive information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, product roadmaps, pricing structures, customer lists, financial data, technical specifications, source code, business strategies, and the specific terms of this Agreement.
means any third-party individual or entity to whom a Reseller Partner provides access to the Chatley Service or a white-labeled version thereof.
means all patents, patent applications, copyrights, trademarks, service marks, trade secrets, moral rights, and all other intellectual property and proprietary rights recognized under any applicable law.
means the program under which Partners integrate the Chatley Service into their own independent software applications via the API.
means the gross subscription fees paid by a Referred Customer to Chatley, less any applicable taxes, refunds, chargebacks, discounts, or credits.
means any individual or entity that has been accepted into and is actively participating in one or more of the Programs under this Agreement.
means the software application or platform developed and owned by an ISV Partner into which the Chatley Service is integrated.
means the online portal provided by Chatley for Partners to manage their program participation, access resources, and track performance.
means the recurring monthly fee payable by a Reseller Partner for access to the white-labeled instance of the Chatley Service.
means a new customer who signs up for a paid Chatley subscription through an Affiliate Partner's unique referral link and who was not previously a Chatley customer.
means a Partner enrolled in the White Label / Agency Partner Program.
means the period during which this Agreement is in effect, as described in Section 10.
2. Enrollment and Account Management
2.1. Application Process
To enroll in the Program, you must complete and submit the online application form through the Chatley website or Partner Portal. You agree to provide accurate, complete, truthful, and current information in your application and to promptly update that information if it changes. We reserve the right to accept or reject any application in our sole and absolute discretion, without obligation to provide a reason.
2.2. Approval and Onboarding
Acceptance into the Program is not guaranteed. Upon approval, you will receive written confirmation and access to the Partner Portal. Your rights and obligations under this Agreement commence upon acceptance.
2.3. Account Security
You are solely responsible for maintaining the confidentiality of your Partner Portal credentials and for all activity that occurs under your account. You must immediately notify Chatley in writing at partners@chatley.ai if you become aware of any unauthorized access to or use of your account. Chatley will not be liable for any loss or damage arising from your failure to maintain the security of your account.
2.4. Authorized Representatives
If you are an entity, you must designate an authorized representative who will serve as the primary point of contact for your participation in the Program. You are responsible for ensuring that your authorized representative has the authority to bind you to this Agreement and any amendments hereto.
3. Partner Conduct and General Obligations
3.1. Professional and Ethical Standards
You will at all times conduct your business in a professional, lawful, and ethical manner that reflects positively on Chatley and does not harm Chatley's reputation, brand, or business relationships. You will not engage in any deceptive, misleading, fraudulent, or unethical practices in connection with your participation in the Program.
3.2. Accurate Representations
You will not make any representations, warranties, guarantees, or claims about the Chatley Service to prospective or existing customers that are inconsistent with, or go beyond, Chatley's own publicly available documentation, marketing materials, or written communications. You will not misrepresent the features, capabilities, pricing, or availability of the Chatley Service.
3.3. Compliance with Laws
You will comply with all applicable federal, state, local, and international laws, regulations, rules, and ordinances in connection with your participation in the Program and your business operations, including but not limited to:
- Laws and regulations governing marketing and advertising.
- Anti-spam laws, including the CAN-SPAM Act, CASL, and any applicable international equivalents.
- Data privacy and protection laws, including the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other applicable data protection legislation.
- Export control laws and regulations.
- Anti-bribery and anti-corruption laws.
3.4. Prohibited Activities
You are expressly prohibited from engaging in any of the following activities in connection with your participation in the Program:
Sending unsolicited commercial emails, text messages, or other communications (spam) to promote the Chatley Service or your partnership with Chatley.
Bidding on or purchasing keywords containing Chatley Marks, or any confusingly similar variations thereof, in any pay-per-click, paid search, or other keyword-based advertising campaigns on any search engine or advertising platform.
Registering or using any domain name, social media handle, username, or other identifier that incorporates Chatley Marks or any confusingly similar variation.
Using any automated, deceptive, or fraudulent means to generate clicks, impressions, referrals, leads, or commissions, including but not limited to the use of bots, scripts, or cookie stuffing.
Disparaging, defaming, or making false or misleading statements about Chatley, its employees, its products, or its competitors.
Engaging in any activity that violates Chatley's Acceptable Use Policy.
Sublicensing, reselling, or otherwise transferring your rights under this Agreement to any third party without Chatley's prior written consent.
3.5. Monitoring and Audit Rights
Chatley reserves the right to monitor your participation in the Program for compliance with this Agreement. Upon reasonable notice, Chatley may audit your records and activities related to the Program. You agree to cooperate with any such audit and to provide Chatley with reasonable access to relevant records and personnel.
4. Intellectual Property Rights
4.1. Ownership of Chatley IP
Chatley and its licensors retain all right, title, and interest in and to the Chatley Service, the Chatley Marks, and all associated Intellectual Property Rights, including all modifications, enhancements, and derivative works thereof. Nothing in this Agreement shall be construed to transfer any ownership of Chatley's Intellectual Property Rights to you.
4.2. Limited License to Chatley Marks
Subject to the terms and conditions of this Agreement, Chatley grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to use the Chatley Marks solely for the purpose of marketing and promoting the Chatley Service in accordance with this Agreement and Chatley's then-current brand guidelines. You must use the Chatley Marks in the exact form provided by Chatley and must not alter, modify, distort, or combine them with any other marks or logos without Chatley's prior written consent. All goodwill arising from your use of the Chatley Marks shall inure solely to the benefit of Chatley.
4.3. Ownership of Partner IP
You retain all right, title, and interest in and to your own trademarks, brand assets, marketing materials, and other intellectual property ("Partner IP"). You grant Chatley a non-exclusive, worldwide, royalty-free, fully paid-up license to use your name, logo, and general description of your business in Chatley's marketing materials, website, and press releases for the purpose of identifying you as a Chatley Partner. Chatley will not use your Partner IP in any manner that is disparaging or misleading.
4.4. Feedback License
If you provide Chatley with any ideas, suggestions, recommendations, or other feedback regarding the Chatley Service or the Program ("Feedback"), you hereby grant Chatley a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and commercialize such Feedback in any manner and for any purpose, without any obligation of compensation, attribution, or confidentiality to you.
4.5. Reservation of Rights
All rights not expressly granted in this Agreement are reserved by Chatley. No implied licenses are granted under this Agreement.
5. Program-Specific Terms
The following sections set forth the specific terms and conditions applicable to each partner program. You are bound only by the terms of the specific program(s) in which you are officially enrolled. Enrollment in one program does not grant you rights under any other program.
5.1. Affiliate Program Terms
5.1.1. Commission Structure
As an Affiliate Partner, you will earn a commission equal to fifteen percent (15%) of the Net Revenue received by Chatley from each Referred Customer during the first twelve (12) consecutive months of that Referred Customer's active, paid subscription. Commissions are calculated on Net Revenue only and are not payable on one-time fees, setup fees, professional services fees, overage charges, or any other non-recurring charges.
5.1.2. Referral Tracking and Attribution
Chatley will provide you with a unique referral link and/or discount code for tracking purposes. For a transaction to be eligible for a commission, the Referred Customer must (a) click your unique referral link immediately prior to signing up, (b) complete the sign-up process and activate a paid subscription, and (c) not have been a prior paying customer of Chatley. Chatley's tracking systems shall be the sole and authoritative source for determining commission eligibility and amounts. Chatley is not responsible for any missed commissions resulting from the Referred Customer's failure to use your referral link, browser settings that block cookies, or any other technical issues outside of Chatley's reasonable control.
5.1.3. Commission Payment
Commissions are calculated at the end of each calendar month and paid out approximately thirty (30) days after the close of that month, subject to the following conditions: (a) your earned commission balance must exceed the minimum payout threshold of $75.00 USD; and (b) you must have a valid, verified payment method on file in the Partner Portal. If your balance does not meet the minimum threshold, it will be carried forward to the following month. Chatley reserves the right to withhold commission payments pending investigation of any suspected fraudulent activity or violation of this Agreement.
5.1.4. Commission Adjustments
Commissions may be reversed or adjusted in the event of a customer refund, chargeback, subscription cancellation within any applicable refund period, or if the underlying transaction is determined to be fraudulent or in violation of Chatley's terms of service.
5.1.5. Self-Referrals Prohibited
You are not eligible to earn commissions on subscriptions purchased by yourself, your employees, your contractors, or any entity in which you hold a direct or indirect ownership interest or financial stake.
5.1.6. Marketing Restrictions
In addition to the general prohibited activities in Section 3.4, Affiliate Partners may not engage in incentivized traffic schemes, paid-to-click programs, or any other method of artificially inflating referral traffic.
5.2. White Label / Agency Partner Program Terms
5.2.1. Platform Fee and Commitment
As a Reseller Partner, you agree to pay Chatley a recurring monthly Platform Fee of $1,500.00 USD. A minimum initial commitment of twelve (12) consecutive months is required (the "Initial Term"). The Platform Fee is billed monthly in advance on the anniversary of your enrollment date. All Platform Fees are non-refundable, including in the event of early termination by either party, except as expressly required by applicable law.
5.2.2. Annual Commitment Obligation
By enrolling in the White Label / Agency Partner Program, you acknowledge and agree that you are committing to pay the Platform Fee for a minimum of twelve (12) consecutive months, totaling a minimum financial commitment of $18,000.00 USD. If you terminate this Agreement prior to the expiration of the Initial Term without cause attributable to Chatley, you will remain liable for all Platform Fees due through the end of the Initial Term.
5.2.3. License Grant
Subject to your timely payment of all Platform Fees and your compliance with this Agreement, Chatley grants you a non-exclusive, non-transferable, non-sublicensable license during the Term to access, use, rebrand, market, and resell the Chatley Service to your End Users under your own brand name and identity.
5.2.4. Branding and Customization
You are permitted to customize the Chatley Service with your own brand name, logo, colors, and domain name. You must not represent the underlying technology as your own proprietary development or misrepresent the nature of the underlying platform to your End Users in any material way. You may not remove or obscure any copyright notices, legal disclaimers, or other proprietary notices that Chatley requires to be displayed within the Service.
5.2.5. Pricing and Billing of End Users
You have the sole right and responsibility to set your own pricing for the services you provide to your End Users. You are solely responsible for all billing, invoicing, payment collection, and financial management of your End User relationships. Chatley is not a party to any agreement between you and your End Users and has no liability for any disputes arising therefrom.
5.2.6. End User Agreements
Prior to providing any End User with access to the Chatley Service (in white-labeled form), you must ensure that each End User has agreed to terms of service that are at least as protective of Chatley's rights and interests as Chatley's own Terms of Service and Acceptable Use Policy. You must maintain records of such agreements and provide them to Chatley upon request.
5.2.7. End User Management and Responsibility
You are solely and exclusively responsible for all aspects of your relationship with your End Users, including but not limited to:
- All marketing, sales, and customer acquisition activities.
- Onboarding, training, and ongoing education of your End Users.
- Providing all first-level and second-level customer support to your End Users.
- Ensuring your End Users' compliance with Chatley's Acceptable Use Policy.
- All billing, collections, refunds, and financial disputes with End Users.
- All data privacy obligations owed to your End Users under applicable law.
5.2.8. Chatley Support to Reseller Partners
Chatley will provide technical support to you, the Reseller Partner, for platform-level issues. Chatley will not provide direct support to your End Users. You are responsible for triaging all End User support requests and escalating only platform-level technical issues to Chatley.
5.2.9. Restrictions on Resale
You may not provide access to the Chatley Service to any End User that you know or have reasonable grounds to believe will use the Service for any purpose that violates applicable law, Chatley's Acceptable Use Policy, or this Agreement. You are responsible and liable for all activity originating from your white-labeled instance of the platform, including the actions of your End Users.
5.2.10. Platform Modifications
Chatley reserves the right to update, modify, or discontinue features of the Chatley Service at any time. Chatley will use commercially reasonable efforts to provide advance notice of material changes. Chatley's obligation to provide the Service is subject to the terms of Chatley's standard Service Level Agreement, if applicable.
5.3. ISV Partner Program Terms
5.3.1. Program Status
The ISV Partner Program is currently in a limited availability phase. Participation is by invitation or application only and is subject to Chatley's approval in its sole discretion.
5.3.2. API License
Subject to the terms of this Agreement and any separate ISV Partner Agreement, Chatley grants you a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Chatley API solely for the purpose of integrating the Chatley Service into your Partner Application.
5.3.3. API Usage Policies
Your access to and use of the API is subject to Chatley's API documentation, rate limits, and usage policies, as updated from time to time. You will not use the API in any manner that exceeds the authorized scope, disrupts the Chatley Service, or violates Chatley's Acceptable Use Policy.
5.3.4. Commercial Terms
The pricing, revenue sharing, minimum commitments, and other commercial terms applicable to your ISV partnership will be set forth in a separate, written ISV Partner Agreement executed by both parties. In the event of any conflict between this Agreement and a separate ISV Partner Agreement, the ISV Partner Agreement shall control with respect to the specific commercial terms.
5.3.5. Partner Application Compliance
You are solely responsible for the development, maintenance, and compliance of your Partner Application, including ensuring that it complies with all applicable laws and does not infringe any third-party rights. You will not use the API to build a product that competes directly with the Chatley Service.
6. Fees, Payment, and Taxes
6.1. Payment Terms
All fees payable under this Agreement are due in advance and are non-refundable except as expressly stated herein. Chatley reserves the right to suspend your access to the Program and the Chatley Service if any payment is more than ten (10) days past due.
6.2. Price Changes
Chatley reserves the right to change the Platform Fee or commission structure upon sixty (60) days prior written notice to you. Your continued participation in the Program after the effective date of any price change constitutes your acceptance of the new pricing.
6.3. Taxes
You are solely responsible for all taxes, duties, levies, and other governmental charges arising from your participation in the Program, including any taxes on commissions or fees you receive. Chatley will not withhold taxes from commission payments unless required by applicable law.
6.4. Disputed Charges
If you believe that any charge or commission calculation is incorrect, you must notify Chatley in writing within thirty (30) days of the date of the charge or commission statement. Failure to notify Chatley within this period constitutes your acceptance of the charge or calculation as accurate.
7. Confidentiality
7.1. Confidentiality Obligations
The Receiving Party agrees to: (a) hold the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) use the Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement.
7.2. Permitted Disclosures
The Receiving Party may disclose Confidential Information to its employees, contractors, and agents who have a need to know such information for the purposes of this Agreement, provided that such individuals are bound by confidentiality obligations at least as protective as those set forth herein.
7.3. Exclusions
The obligations in Section 7.1 do not apply to information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party before receipt from the Disclosing Party without restriction on disclosure; (c) is rightfully received by the Receiving Party from a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
7.4. Compelled Disclosure
If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it will provide the Disclosing Party with prompt prior written notice (to the extent legally permissible) and will cooperate with the Disclosing Party in seeking a protective order or other appropriate relief.
7.5. Survival
The confidentiality obligations set forth in this Section 7 will survive the termination or expiration of this Agreement for a period of five (5) years.
8. Data Privacy and Security
8.1. Data Processing
To the extent that Chatley processes personal data on your behalf in connection with the Program, the parties agree to execute and comply with Chatley's Data Processing Addendum (DPA), which is incorporated herein by reference and available at chatley.ai/dpa.
8.2. Partner Data Obligations
You are solely responsible for ensuring that your collection, use, storage, and processing of any personal data of your End Users or prospective customers complies with all applicable data protection laws and regulations, including GDPR and CCPA.
8.3. Security Obligations
You will implement and maintain appropriate technical and organizational security measures to protect the Chatley Service, your Partner Portal account, and any End User data from unauthorized access, disclosure, alteration, or destruction.
8.4. Security Incidents
You will notify Chatley in writing within forty-eight (48) hours of becoming aware of any actual or suspected security incident, data breach, or unauthorized access to your Partner Portal account or any End User data.
9. Representations and Warranties
9.1. Mutual Representations
Each party represents and warrants to the other that: (a) it has the full legal authority and capacity to enter into and perform this Agreement; (b) this Agreement constitutes a valid and binding obligation of such party; and (c) its performance of this Agreement will not violate any applicable law or any agreement with a third party.
9.2. Partner Representations
You additionally represent and warrant that: (a) all information you provide to Chatley in connection with your application and participation in the Program is and will remain accurate and complete; (b) you will not use the Program or the Chatley Service to engage in any activity that is illegal, fraudulent, or harmful to Chatley or any third party; and (c) you have obtained all necessary licenses, consents, and approvals required for your participation in the Program.
10. Term and Termination
10.1. Term
This Agreement commences on the date of your acceptance into the Program and continues until terminated in accordance with this Section 10.
10.2. Termination for Convenience
Either party may terminate this Agreement for any reason by providing the other party with thirty (30) days prior written notice. For Reseller Partners, termination for convenience during the Initial Term does not relieve you of your obligation to pay all Platform Fees due through the end of the Initial Term.
10.3. Termination for Cause
Chatley may terminate this Agreement immediately upon written notice to you if: (a) you breach any material term of this Agreement and fail to cure such breach within ten (10) days of receiving written notice thereof from Chatley; (b) you engage in any fraudulent, illegal, or grossly unethical conduct; (c) you become insolvent, make a general assignment for the benefit of creditors, or become the subject of any bankruptcy, insolvency, or similar proceeding; or (d) you violate Chatley's Acceptable Use Policy.
10.4. Effect of Termination
Upon termination or expiration of this Agreement for any reason: (a) all licenses granted to you under this Agreement will immediately and automatically terminate; (b) you must immediately cease all use of the Chatley Marks and remove all Chatley-related branding and promotional materials from your website and other properties; (c) each party will promptly return or destroy the other party's Confidential Information; (d) any outstanding, undisputed commissions owed to Affiliate Partners will be paid in the next regular payment cycle; and (e) for Reseller Partners, your white-labeled platform instance will be deactivated, and you are solely responsible for notifying your End Users and assisting them in migrating their data.
10.5. Survival
The following sections will survive termination or expiration of this Agreement: Section 1 (Definitions), Section 4.4 (Feedback License), Section 6 (Fees, Payment, and Taxes) with respect to amounts accrued prior to termination, Section 7 (Confidentiality), Section 10.4 (Effect of Termination), Section 11 (Disclaimer of Warranties), Section 12 (Limitation of Liability), Section 13 (Indemnification), and Section 14 (General Provisions).
11. Disclaimer of Warranties
THE CHATLEY SERVICE, THE PARTNER PORTAL, AND THE PROGRAM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FORTHLOGIC, INC. AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CHATLEY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CHATLEY OR THROUGH THE PROGRAM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
12. Limitation of Liability
12.1. Exclusion of Consequential Damages
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FORTHLOGIC, INC. OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF CHATLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2. Aggregate Liability Cap
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CHATLEY'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROGRAM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL PLATFORM FEES PAID BY YOU TO CHATLEY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) THE TOTAL COMMISSIONS PAID BY CHATLEY TO YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.3. Essential Basis
THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 12 REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. CHATLEY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS.
13. Indemnification
13.1. Partner Indemnification
You agree to indemnify, defend, and hold harmless Forthlogic, Inc. and its affiliates, officers, directors, employees, agents, successors, and assigns (collectively, the "Chatley Indemnitees") from and against any and all third-party claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) your breach of any representation, warranty, covenant, or obligation under this Agreement; (b) your violation of any applicable law or regulation; (c) your marketing, sales, or promotional activities in connection with the Program; (d) your relationship with your End Users, including any claims by End Users arising from your acts or omissions; (e) any claim that your Partner Application or Partner Materials infringe any third-party Intellectual Property Rights; or (f) your gross negligence or willful misconduct.
13.2. Indemnification Procedure
Chatley will: (a) promptly notify you in writing of any claim for which it seeks indemnification; (b) grant you sole control of the defense and settlement of such claim, provided that you may not settle any claim that imposes any obligation or liability on Chatley without Chatley's prior written consent; and (c) provide you with reasonable cooperation and assistance in the defense of such claim at your expense.
14. General Provisions
14.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law principles.
14.2. Dispute Resolution
In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the Program, the parties agree to first attempt to resolve the matter through good-faith negotiation. If the dispute is not resolved within thirty (30) days of written notice from one party to the other, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware, by a single arbitrator. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.
14.3. Class Action Waiver
TO THE EXTENT PERMITTED BY LAW, YOU WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING AGAINST CHATLEY IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM.
14.4. Relationship of the Parties
The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the other's behalf.
14.5. Assignment
You may not assign, transfer, or delegate any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without Chatley's prior written consent. Any purported assignment without such consent will be null and void. Chatley may freely assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
14.6. Modifications to this Agreement
Chatley reserves the right to modify the terms of this Agreement at any time. Chatley will provide notice of material changes by posting the updated Agreement on its website and, where feasible, by sending notice to the email address associated with your Partner account. The updated Agreement will become effective thirty (30) days after posting or notice, whichever is earlier. Your continued participation in the Program after the effective date of any modification constitutes your acceptance of the modified Agreement. If you do not agree to the modified terms, your sole remedy is to terminate your participation in the Program.
14.7. Notices
All notices required or permitted under this Agreement must be in writing and will be deemed delivered when: (a) sent by email to partners@chatley.ai (for notices to Chatley) or to the email address on file in your Partner Portal account (for notices to you), with confirmation of receipt; or (b) sent by certified mail, return receipt requested, to the addresses set forth in the Partner Portal.
14.8. Waiver
The failure of either party to enforce any right or provision of this Agreement will not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of the waiving party.
14.9. Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be made enforceable, it will be severed from this Agreement. The remaining provisions of this Agreement will continue in full force and effect.
14.10. Force Majeure
Neither party will be liable for any failure or delay in performance under this Agreement to the extent caused by circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, labor disputes, or internet or telecommunications failures.
14.11. Entire Agreement
This Agreement, together with any documents incorporated by reference herein (including the Acceptable Use Policy and Data Processing Addendum), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and communications, whether written or oral, relating to such subject matter.
14.12. Headings
Section headings are for convenience only and shall not affect the interpretation of this Agreement.
14.13. Counterparts
This Agreement may be executed electronically and in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
By participating in the Chatley Partner Program, you acknowledge that you have read this Agreement in its entirety, understand its terms, and agree to be bound by it.
Entity
Forthlogic, Inc. DBA Chatley
Support
partners@chatley.ai
Website
chatley.ai
Last updated on March 4, 2026. Please check chatley.ai/partner-terms for the current version.