Affiliate Agreement

1 Accepting this agreement

By creating a partner account, ticking the box that you agree, clicking to accept, or using the partner desk, you agree to this Affiliate Agreement and to the Privacy Policy, which is part of it. If you do not agree, do not join and do not use the desk.

You must be at least 18. If you join for a company, the person who accepts represents that they are authorised to bind it, and both that person and the company are responsible under this agreement. The partner program is a business arrangement. It is not offered for personal, family or household use.

2 Words we use

3 The program

The partner program lets you refer service businesses to Chalk. A partner account is free. It is not employment, not a partnership, not a joint venture, not an agency, and not a Chalk customer account. You do not get a shop, a text number, or a Chalk subscription by joining. If you also run a business on Chalk, that is a separate account under the User Agreement.

We may open or close new partner signup at any time. Existing partners may still sign in when signup is closed, unless we have paused or closed the account under section 11. We do not promise that any referred business will sign up, pay, or stay.

4 Offers and grandfathering

When you join, we copy the catalog offer then in force onto your account. That snapshot is the offer you keep, even if we later publish a different catalog offer.

If a better catalog offer is published, you may opt into it from the partner desk. An upgrade is optional. It applies only to referred businesses that sign up after you switch. It does not rewrite shops already credited to you.

Each referred business freezes the snapshot you held on the day that shop signed up. Changing your account offer later, or changing the catalog later, does not change that shop's frozen deal.

We may change, retire or replace catalog offers going forward. That does not by itself change snapshots already taken, except as this agreement otherwise allows (including sections 9 and 10).

Payouts are made through Stripe Connect Express. You are a recipient on a connected Stripe account. You must complete Stripe's onboarding, including tax identity (W-9 or the form Stripe requires). Approval is Stripe's decision, not ours. We do not pay by check, cash, or a method outside Stripe.

When a commission is due, we transfer it from Chalk's Stripe account to your connected account. Stripe's timing, holds, reserves and account rules apply. We are not a bank and not a payroll service.

Stripe handles tax identity and, where it issues them, information returns such as Form 1099. If Stripe issues the return for a year, we do not send a second 1099 for the same amounts. You are responsible for your own taxes. We do not give tax advice.

You will not receive payouts until email is confirmed and Stripe is connected. We may hold a payout that we reasonably believe is disputed, reversed, or tied to a shop that has not actually paid.

6 What counts

A commission is calculated from the frozen snapshot for that referred business, and only from amounts that snapshot says count:

A one-time signup amount, if the snapshot has one, is earned when the referred business first pays a Chalk subscription invoice, not when they create an unpaid trial account. Recurring amounts, if any, follow paid subscription invoices after that, subject to any month cap on the snapshot and to section 9.

No self-referrals. A shop that signs up with the same email as the partner account is not credited. We may also refuse credit where we reasonably believe you control the referred business, or that the signup was created to manufacture a commission.

We may ignore, delay or reverse credit where payment to Chalk failed, was refunded, was charged back, or was never collected. See section 10.

You may have a limited number of live links at a time. The live maximum is shown on the partner desk and on the public program page. We may change that maximum.

Do not wrap a partner link in malware, phishing, forced downloads, or anything that harms a visitor's device or data. Do not use a link to send traffic you bought under false pretences. We may disable a link, a code, or the whole account if we believe it is being abused, is a security risk, or harms the Chalk name.

A click is not a signup. Credit depends on a qualifying signup through the link, recorded by our systems, subject to this agreement. We are not responsible for a visitor who types the Chalk address by hand, who uses someone else's link, or whose browser blocks the cookie that remembers the link.

8 Marketing you do

You represent, warrant and agree that:

If we ask you to take a claim, ad, page or message down, you will do it promptly. Asking is a courtesy when we can; we may also disable links or the account under section 11 without asking first.

9 Discretionary stop after six months

"Six months of payouts" means six calendar months in which we have actually paid you a commission tied to that referred business, not merely six months since the shop signed up. One-time signup amounts count as a payout month when paid.

We may also pause or close an account, or stop paying on one or more referred businesses, at any time for abuse, fraud, or brand harm, without waiting six months. See section 11.

10 Chargebacks, refunds and unpaid invoices

Commissions follow money that actually stays with Chalk. If a referred business's invoice is unpaid, refunded, disputed, charged back, or never collected, we may:

We will not demand a separate cash repayment of a settled payout except where we reasonably believe the credit was obtained by fraud, self-referral, or a similar abuse. Ordinary refunds and failed payments are handled by holding, cancelling, or netting as above.

11 Your account

You must confirm the email on the account before the desk is fully open. Keep that email working. You are responsible for the password, the inbox, and anything done while signed in.

We may pause or close a partner account, in whole or in part, if:

Where circumstances allow we will warn you first. Where they do not, such as an active abuse or security issue, we may act immediately. On closure your right to new referrals and new links ends. We keep records of the account, the links, the referrals and the payouts as described in the Privacy Policy and as the law requires.

12 Privacy

How we handle partner-account information is set out in the Privacy Policy. Partner accounts are separate from Chalk business accounts.

Two cookies matter for this program. chalk_aff keeps you signed in on the partner desk. It is http only, and lasts up to 30 days. chalk_ref remembers which partner link a visitor used, so a later signup can be credited. It is http only, and lasts 30 days. There are no advertising cookies on the Chalk site for this program.

13 Disclaimer of warranties

Some states do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

14 Limitation of liability

These limits do not apply to your indemnity under section 15, or to liability that cannot be limited by law. They apply in the aggregate across all claims, and they reflect a deliberate allocation of risk. Some states do not allow certain limitations, so parts of this section may not apply to you.

15 Your indemnity

You will defend, indemnify and hold harmless Chalk, its owner, and its officers, employees, contractors and providers from and against any claim, demand, investigation, proceeding, loss, liability, damage, fine, penalty, cost and expense, including reasonable legal fees, arising out of or relating to:

We will notify you of any claim we seek indemnity for and may participate in the defence with our own counsel at our expense. You will not settle any claim in a way that imposes an obligation or admission on us without our written consent.

16 Disputes, law and venue

This agreement is governed by the laws of the State of South Carolina, without regard to conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Talk to us first. Before starting any formal proceeding, you agree to send a written description of the dispute to info@chalkcrm.com and to give us 30 days to resolve it informally. Most problems end here.

Arbitration. If we cannot resolve it, any dispute arising out of or relating to this agreement or the program will be settled by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Spartanburg County, South Carolina, or conducted remotely by agreement. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this section.

No class actions. Disputes will be brought only in an individual capacity. Neither party may bring a class, collective, consolidated or representative action, and the arbitrator has no authority to hear one. If this waiver is found unenforceable as to a particular claim, that claim is severed and goes to court, while the rest stays in arbitration.

Exceptions. Either party may bring an individual claim in small claims court, and either party may seek injunctive relief in the state or federal courts in South Carolina to protect intellectual property or address unauthorised access. Both parties consent to the jurisdiction of those courts for that purpose.

Any claim must be brought within one year after it arises, or it is permanently barred, to the extent the law allows a shortened period.

17 Changes to this agreement

We may update this agreement. If a change is material we will give notice by email or on the partner desk before it takes effect, normally at least 30 days ahead, and the date at the top will change. Continuing to use the partner desk after a change takes effect means you accept it. If you do not accept it, stop using the desk and write to us to close the account. We will not apply a material change retroactively to a dispute that already exists.

A change to this agreement does not, by itself, rewrite offer snapshots already taken. Catalog offers and snapshots are governed by section 4. A change may still affect how the program is run going forward, including sections 7, 8, 9, 10 and 11.

18 How to reach us

Chalk · info@chalkcrm.com · Duncan, South Carolina, United States. Partner, billing, privacy, security and legal questions all go to that address.