Affiliate Agreement

This Affiliate Agreement (“Agreement”) is a binding contract between you (“Affiliate,” “you”) and Innotech Development Group LLC, doing business as CallKeep and CallKeep.ai (“CallKeep,” “we,” “us”). It governs your participation in the CallKeep affiliate program (the “Program”), through which you may refer automotive repair businesses (“Referred Shops”) to the CallKeep service and earn commissions on qualifying subscriptions. By checking the acceptance box when you join, or by participating in the Program, you agree to this Agreement.

This Agreement contains a mandatory arbitration provision and a class action waiver in Section 18 that affect how disputes are resolved. Please read them carefully.

1. Independent contractor, not employment

You are an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship. Specifically: your compensation consists entirely of the commissions described in Section 4, with no salary, wage, base pay, draw, or guaranteed minimum; you decide whether, when, where, how much, and by what lawful methods to promote CallKeep; you provide your own equipment and pay your own expenses; you are free to pursue other work, including for competitors; you have no authority to bind CallKeep, sign on its behalf, accept payment on its behalf, or modify its prices or terms; and you are not eligible for employee benefits of any kind. You agree that for all purposes, including tax and labor law, you are not an employee of CallKeep, and this written Agreement, your commission-only compensation, and your independence in how you work are intended to reflect that.

2. Joining, eligibility, and your account

Participation is by invitation and acceptance of this Agreement. You must be at least 18 years old, able to form a binding contract, and a resident of the United States. You agree to provide accurate information (including the legal name and taxpayer information requested during payout setup), to keep your login confidential, and to be responsible for activity under your account. One account per person; accounts are personal and may not be sold, shared, or transferred. We may decline, suspend, or remove any affiliate at our discretion.

3. The Program

We provide you a personal referral page and link, a QR code, a spoken referral code usable in the promo-code field at checkout, a contact manager, and reporting on your referrals and commissions (together, the “Portal”). We may add, change, or remove Program features at any time. The Portal and everything in it are for your use in the Program only.

4. Commissions

A “Qualifying Sale” occurs when a Referred Shop attributed to you under Section 6 pays its first full-price monthly subscription charge (for clarity, a discounted trial charge such as a $1 first week is not a full-price charge; the qualifying charge for a trial shop is the first full-price charge that follows it).

For each Qualifying Sale, you earn: $350 for a shop on the Growth plan or $700 for a shop on the Pro plan (the “Close Commission”), plus $20 (Growth) or $40 (Pro) for each subsequent full monthly subscription payment the shop makes, through the shop’s twelfth paid month (the “Monthly Commission”). Commission amounts are set at the time of the Qualifying Sale based on the shop’s plan. No commissions accrue on partial, prorated, refunded, or non-subscription charges, on hardware or services other than CallKeep subscriptions, or after the twelfth paid month.

When commissions become payable. The Close Commission becomes payable 7 days after the qualifying charge. Each Monthly Commission becomes payable 7 days after the payment that earned it. Amounts shown in the Portal before those dates are pending and are not yet owed.

5. Clawbacks, reversals, and forfeiture

If a Referred Shop cancels, receives a refund of, or charges back its subscription within 31 days of its qualifying charge, all commissions for that shop are reversed, including any already paid, and no Monthly Commissions will be owed for that shop. Reversed amounts that were already paid to you are a debt you owe us, and we may deduct them from future payouts or invoice you for them. Commissions obtained through fraud, self-referral, misrepresentation, or breach of this Agreement are forfeited whether pending or paid, and are grounds for immediate termination.

6. Attribution

A shop is attributed to you when, within 30 days of your referral activity, it signs up and one of the following is true: it was entered in your contact manager by email address; it arrived through your referral link or QR code (recorded by a browser cookie); it entered your referral code at checkout; or we credited it to you manually. A shop is attributed once, to one affiliate, at signup: a contact entered by name takes precedence over a cookie, the earliest claim wins between affiliates, and attribution does not move afterwards except by our manual correction of an error. Cookies can be blocked or cleared and devices can change; where attribution technology fails, our records are final. You may not refer yourself, your own business, or a business in which you hold an interest without our written consent.

7. Payment and taxes

Payouts are made in U.S. dollars to the bank account you connect through our payment processor, Stripe, and you must complete Stripe’s onboarding (including identity and taxpayer information) before a payout can be sent. You are responsible for all taxes on your commissions. We do not withhold taxes. Where required by law, we (or Stripe on our behalf) will report your earnings on IRS Form 1099-NEC for years in which they reach $600, using the taxpayer information you provided, and you agree to keep that information accurate. We may set a minimum payout amount and a payout schedule, and may withhold amounts reasonably in dispute or subject to a clawback window.

8. How you may promote CallKeep

You agree that you will:

promote CallKeep truthfully, using only claims we have published or approved; comply with all applicable laws and rules, including the FTC Act, CAN-SPAM, the Telephone Consumer Protection Act (TCPA), and state telemarketing law; and identify yourself honestly as an independent affiliate, never as an employee, officer, or exclusive representative of CallKeep.

You agree that you will not:

send unsolicited bulk email, or any email that does not comply with CAN-SPAM; place calls or send text messages using autodialers, prerecorded voice, or artificial voice, or otherwise contact anyone in violation of the TCPA or do-not-call rules; bid on CallKeep trademarks or confusingly similar terms in paid search, or register domains, social handles, or apps that impersonate CallKeep; make earnings or income claims about the Program beyond the published commission schedule, or present hypothetical earnings as typical; make performance claims about the CallKeep service beyond our published materials; offer rebates, cash incentives, or side deals to prospects without our written consent; generate attribution by deception, including cookie stuffing, forced clicks, typosquatting, or entering contacts who have not dealt with you; or use the shop lists, prospect data, or Portal contents for any purpose outside the Program.

9. Required disclosures (FTC)

When you promote CallKeep anywhere your audience might not expect you to be compensated, including social media, video, blogs, reviews, and forums, you must clearly and conspicuously disclose your material connection to CallKeep before or alongside the promotion, in a way that is hard to miss on the device where it appears (for example: “I earn a commission if you sign up through my link”). Hashtag-only or buried disclosures are not sufficient. You are responsible for the compliance of your own posts, pages, and communications, and for those of anyone who promotes on your behalf.

10. Trademark license and materials

We grant you a limited, revocable, non-exclusive, non-transferable license to use the CallKeep name, logo, and marketing materials we provide, solely to promote CallKeep under this Agreement and in the forms we provide them. You may not alter our marks, use them in your business name, domain, or handle, or use them in any way that implies you are CallKeep. The license ends when this Agreement does, and all goodwill from your use of the marks belongs to us.

11. Confidentiality and data

Non-public information you receive through the Program, including shop prospect lists we prepare for you, commission structures not published by us, and any information about CallKeep customers, is confidential. You will use it only for the Program and will not disclose, sell, or retain it after termination. Contact information you enter into the Portal must belong to people you have genuinely dealt with in connection with CallKeep and who would reasonably expect to hear from us; we send each entered contact a single introduction email on your behalf and honour opt-outs. You will not enter purchased lists or harvested addresses.

12. Relationship to customers

Referred Shops are CallKeep customers, not yours. Their subscriptions, pricing, support, data, and any disputes are between them and us, and we may accept, refuse, credit, refund, or terminate any customer at our discretion. You acquire no interest in any customer relationship or in the Service.

13. Term and termination

This Agreement starts when you accept it and continues until terminated. Either party may terminate at any time, with or without cause, by written notice (email suffices). On termination without cause, commissions that were already earned and payable under Section 4 will be paid in the ordinary course, subject to Section 5; pending amounts that have not become payable, and future Monthly Commissions, stop accruing as of termination. On termination for cause, including breach of Sections 5, 6, 8, 9, 10, or 11, all unpaid amounts are forfeited. Sections 5, 7, 10 (final sentence), 11, 12, and 14 through 19 survive termination.

14. Disclaimers

The Program and Portal are provided “as is” without warranties of any kind. We do not promise that participation will produce any particular income or any income at all; results depend entirely on your own efforts and circumstances, and most of what determines them is outside our control. We may change commission rates, Program rules, or the Service prospectively at any time under Section 16.

15. Indemnification and limitation of liability

You will defend and indemnify CallKeep against claims arising from your promotional activity, your breach of this Agreement, or your violation of law, including TCPA, CAN-SPAM, and FTC claims arising from your conduct. To the maximum extent permitted by law, our total liability under this Agreement will not exceed the commissions paid to you in the six months before the claim arose, and neither party is liable for indirect, incidental, consequential, or punitive damages.

16. Changes to this Agreement

We may modify this Agreement or the commission schedule prospectively by posting the updated version and, for material changes, notifying you by email or in the Portal. Changes do not reduce commissions already earned. Your continued participation after the effective date is acceptance; if you do not agree, your remedy is to stop participating and terminate under Section 13.

17. Governing law

This Agreement is governed by the laws of the State of New Mexico, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs Section 18.

18. Arbitration and class action waiver

Any dispute arising out of or relating to this Agreement or the Program that cannot be resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, rather than in court, except that either party may bring an individual claim in small claims court or seek injunctive relief for infringement or misuse of intellectual property or confidential information. Both parties waive the right to a jury trial and to participate in a class action, class arbitration, or representative proceeding; claims may be brought only in the parties’ individual capacities. Before filing, the complaining party will send a written description of the dispute to the other and allow 30 days to resolve it. Judgment on the award may be entered in any court of competent jurisdiction.

19. Miscellaneous

This Agreement, together with the commission schedule published in the Portal and our Terms of Service and Privacy Policy where applicable, is the entire agreement about the Program and supersedes prior discussions and any prior compensation summaries. You may not assign it; we may assign it in connection with a merger, acquisition, or sale of assets. If any provision is unenforceable, the rest remains in effect. Our not enforcing a provision is not a waiver. Notices to us go to hello@callkeep.ai; notices to you go to the email on your account.