Chaty Partner/Reseller Agreement

Last Updated: 20/3/2025

This Partner/Reseller Agreement (“Agreement”) is entered into by and between Chaty (“we,” “us,” “our”) and the Partner/Reseller (“you,” “your”), collectively referred to as the “Parties.”

By participating in the Chaty Partner/Reseller Program (the “Program”), you accept and agree to be bound by this Agreement. If you do not agree, you must not participate in the Program or represent Chaty in any capacity.

1. Purpose & Definitions

1. Purpose

   • This Agreement sets forth the terms under which you, as a Partner/Reseller, may market, promote, and sell Chaty services to end customers. It is intended to supplement the Chaty Terms and Conditions (“T&Cs”), which remain binding on any end customer who uses Chaty.

2. Definitions

   • “Chaty” refers to our AI-powered virtual phone assistant service.
   • “End Customer” means any person or entity that purchases or signs up for Chaty under your referral, management, or assistance.
   • “Program” means Chaty’s Partner/Reseller program under which participants (like you) can refer or sell Chaty to End Customers.
   • “Net Revenue” may refer to the subscription fees (and possibly overage charges) collected by Chaty from End Customers that you bring in, less any applicable taxes or discounts. The precise definition should match how Chaty calculates revenue for commissions (if applicable).

2. Enrollment & Acceptance

1. Application & Approval

   • You must submit a formal application to join the Program. Acceptance is at Chaty’s sole discretion. We may reject applications for any reason, including but not limited to concerns about the applicant’s reputation, industry, or potential for conflict with Chaty’s business interests.

2. Representations & Warranties

   • You represent that you have the legal authority to enter into this Agreement.
   • If you are entering into this Agreement on behalf of a company, you represent that you have the authority to bind that company.

3. Partner/Reseller Responsibilities

1. Marketing & Promotion

   • You agree to responsibly market and promote Chaty to potential End Customers.
   • All marketing materials must accurately represent Chaty’s capabilities and must comply with any branding or usage guidelines we provide.
   • You shall not make false or misleading statements about Chaty.

2. Customer Onboarding

   • If you will be creating accounts on behalf of End Customers, you must ensure each End Customer is aware of and agrees to Chaty’s Terms and Conditions.
   • You must promptly provide us with any requested information about End Customers (e.g., account details, contact information) if required for compliance or support.

3. Compliance with Laws

   • You are responsible for complying with any applicable laws, regulations, or industry standards regarding marketing and selling Chaty services in your region, including data privacy laws if you handle personal information.

4. No Unauthorized Representations

   • You are not authorized to make any representation, warranty, guarantee, or commitment regarding Chaty’s services beyond what is stated in our official documentation or marketing materials (unless expressly agreed in writing by us).

4. Compensation & Billing (If Applicable)

1. Fees & Commissions

   • If the Program includes commissions or referral fees, the rates, eligibility criteria, and payment schedules will be stated in a Compensation Schedule (either attached to this Agreement or provided separately).
   • Chaty may, at its discretion, introduce or modify commission structures. We will notify you in writing (e.g., by email) of any changes, and continued participation in the Program indicates your acceptance.

2. Billing & Collection

   • Chaty may bill End Customers directly, or you may be responsible for invoicing End Customers and remitting Chaty’s share to us. The specific billing arrangement will be outlined in your Program materials or in writing.
   • If you handle billing, you must pay Chaty promptly, regardless of whether you have collected from the End Customer. Late payments may incur fees or lead to suspension of End Customer accounts.

3. Disputed Payments

   • If there is a dispute regarding fees owed, you must notify us within [X] days of the invoice date.
   • Both Parties will work in good faith to resolve disputes promptly.

5. Relationship of the Parties

1. Independent Contractors

   • You and Chaty are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship. You have no authority to act on Chaty’s behalf or bind Chaty to any obligation beyond what is explicitly permitted herein.

2. No Exclusivity

   • This Agreement does not grant exclusivity to you. Chaty reserves the right to partner with other resellers, affiliates, or partners.

3. Sub-Resellers

   • You may not appoint sub-resellers or subcontractors to sell Chaty on your behalf unless authorized in writing by Chaty.
   • If authorized, you remain liable for the acts and omissions of your sub-resellers.

6. Ownership & Intellectual Property

1. Chaty IP

   • All trademarks, logos, service marks, content, code, and technology related to Chaty are and remain our exclusive property.
   • We grant you a limited, non-exclusive, revocable license to use our marketing materials solely for the purpose of promoting Chaty during your participation in the Program.

2. Restrictions

   • You must not modify, copy, reverse engineer, or create derivative works of Chaty software or documentation, unless explicitly allowed by law or with our express written permission.
   • Any goodwill arising from the use of Chaty’s trademarks or other intellectual property inures to our benefit.

3. End Customer Data

   • All End Customer data processed by Chaty (e.g., call transcripts, AI interactions) is governed by Chaty’s Privacy & Terms. You shall not claim ownership over such data.

7. Confidentiality

1. Confidential Information

   • “Confidential Information” includes any non-public information disclosed by one Party to the other under this Agreement, including but not limited to pricing, technical details, sales strategies, or customer lists.
   • Each Party agrees to protect the other’s Confidential Information with the same level of care it uses for its own similar information, but no less than a reasonable standard of care.

2. Exceptions

   • Confidential Information does not include information that: (a) is or becomes publicly known without the receiving Party’s breach; (b) was lawfully known by the receiving Party before disclosure; (c) is independently developed without use of the disclosing Party’s Confidential Information; or (d) is lawfully obtained from a third party.

3. Obligations

   • Neither Party may use the other Party’s Confidential Information for any purpose other than performing obligations under this Agreement.
   • Disclosure is allowed only to employees or agents who need to know the Confidential Information and are bound by obligations of confidentiality.

4. Compelled Disclosure

   • If legally required (e.g., by court order) to disclose the other Party’s Confidential Information, the receiving Party must notify the disclosing Party (unless prohibited by law) to allow the disclosing Party to seek an appropriate protective order.

8. End Customer Relationship

1. Direct Contract with Chaty

   • End Customers must agree to Chaty’s Terms and Conditions before using the service.
   • If an End Customer has an issue or dispute with Chaty, we may resolve it directly. You must not attempt to settle any dispute on our behalf without our express permission.

2. Customer Support

   • Depending on the Program level, you may provide first-level support to End Customers, and Chaty will provide second-level technical support.
   • Alternatively, Chaty may handle all support directly, especially for complex technical issues.

3. Protection of Chaty’s Reputation

   • You will not engage in conduct that could harm Chaty’s reputation or goodwill, such as unethical marketing, misrepresentations, or illegal practices.
   • Chaty reserves the right to terminate any relationship or affiliation with you if your actions negatively impact Chaty’s brand.

9. Term & Termination

1. Term

   • This Agreement starts on the date we notify you of acceptance into the Program and continues until terminated by either Party.

2. Termination Rights

   • Either Party may terminate this Agreement for any reason by providing [30] days’ written notice to the other.
   • We may terminate immediately if you breach any material obligation, engage in fraud, or harm Chaty’s reputation.

3. Effects of Termination

   • Your right to market or resell Chaty stops immediately.
   • We may, at our discretion, continue providing Chaty to your End Customers directly, and we may contact them to arrange a direct relationship.
   • Any commissions or outstanding fees due up to the date of termination remain payable.
   • All licenses, rights, and privileges granted to you under this Agreement end upon termination.

10. Disclaimers & Limitation of Liability

1. Disclaimer of Warranties

   • Chaty is provided “as is” and “as available.” We make no warranties beyond what is stated in our main Terms and Conditions.
   • We do not guarantee that participation in the Program will lead to sales or any specific revenue.

2. Limitation of Liability

   • To the fullest extent permitted by law, each Party’s total liability to the other under this Agreement is limited to the aggregate amount of fees paid or payable under this Agreement in the [12] months before the event giving rise to liability.
   • Neither Party is liable for indirect, incidental, consequential, or punitive damages.

3. Cross-Reference to Main T&Cs

   • End Customers’ usage of Chaty is further governed by Chaty’s main Terms and Conditions, including disclaimers of warranties and limitations of liability. This Agreement does not supersede or modify those Terms for End Customers.

11. Indemnification

1. By Reseller

   • You will indemnify and hold harmless Chaty and its affiliates from any claims, damages, liabilities, or expenses arising out of:
     • Your breach of this Agreement.
     • Your marketing, promotion, or sale of Chaty in a manner that is illegal or violates third-party rights.
     • Misrepresentations you make about Chaty or its capabilities.

2. By Chaty

   • We agree to indemnify and hold you harmless from any third-party claims directly resulting from Chaty’s failure to provide the service as promised or Chaty’s infringement of a third party’s intellectual property rights.
   • This indemnification is subject to you notifying us promptly of such claims and allowing us to control the defense.

12. Governing Law & Dispute Resolution

1. Governing Law

   • This Agreement is governed by Australian law, particularly the laws of the State of Queensland.

2. Dispute Resolution

   • The Parties will attempt in good faith to resolve any dispute through negotiation and discussion for at least 30 days before pursuing formal legal action.
   • Any legal proceedings must be brought in the courts of Queensland, Australia, and both Parties consent to that venue.

13. General Provisions

1. Changes to this Agreement

   • We may update or amend this Agreement from time to time. We will provide notice (e.g., email or dashboard announcement). Continued participation in the Program after changes take effect signifies acceptance.

2. Entire Agreement

   • This Agreement, including any referenced schedules or documents (like the Compensation Schedule and Chaty’s Terms and Conditions), forms the entire agreement between the Parties regarding its subject matter, superseding any prior discussions or agreements.

3. Severability

   • If any provision is held invalid or unenforceable, the remaining provisions remain in effect.

4. No Waiver

   • A failure to enforce any provision is not a waiver of that provision or any other provision.

5. Assignment

   • You may not assign or transfer this Agreement without our prior written consent. We may assign it to an affiliate or in connection with a merger or acquisition.

6. Notices

   • Notices under this Agreement should be sent to the email or physical address each Party designates in writing.
   • Notices are deemed given when the sending Party receives confirmation (e.g., email read receipt or courier delivery confirmation).

7. Force Majeure

   • Neither Party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, internet outages, government actions, or other acts of force majeure.

8. Relationship

   • Neither Party is an agent, franchisee, or legal representative of the other, unless specifically agreed. Each Party bears its own operational costs.

14. Acceptance

By clicking “I Accept” or otherwise indicating your agreement, you acknowledge that you have read, understood, and agree to be bound by this Chaty Partner/Reseller Agreement. If you are accepting on behalf of a business entity, you represent you have the authority to do so.