Last Updated 4/4/2025

WhirLocal Media Group, LLC
Affiliate Sales Agreement

1. Parties

This Affiliate Sales Agreement (“Agreement”) is entered into by and between:

WhirLocal Media Group, LLC (“Company”), with its principal mailing address located at:
400 Glen Creek Rd. NW, Unit 5382, Salem, OR 97304

and

(“Affiliate”)

Each referred to herein as a “Party,” and collectively as the “Parties.”

2. WhirLocal Core Values

At WhirLocal, we believe in building strong, ethical partnerships with our affiliates. Our core values define our mission and guide how we do business. By participating in the WhirLocal Affiliate Program, you agree to uphold the following values:

  • Faith & Family – We value strong faith, family, relationships, integrity, and trust.

  • Community & Relationships – We believe in supporting and uplifting community-based local businesses and nonprofits.

  • Positivity & Uplifting Content – We strive to be a positive voice in the community.

  • Buying Local – We encourage community members to shop and support local businesses.

  • Integrity & Ethical Marketing – We expect affiliates to represent WhirLocal with honesty, transparency, and respect.

Affiliates found violating these core values may be subject to termination under Section 4.3 (Termination by WhirLocal).

3. Independent Contractor Status

  • The Affiliate is an independent contractor, not an employee, agent, or partner of WhirLocal.

  • The Affiliate is responsible for all taxes, business expenses, and liabilities related to their activities.

  • The Affiliate may not bind WhirLocal to any agreement, obligation, or representation.

  • Affiliate payouts are made via PayPal Payout. PayPal will provide the Affiliate with an IRS Form 1099-K for tax reporting purposes, if applicable.

4. Term & Termination

4.1 Term

This Agreement is effective upon acceptance and continues on a month-to-month basis unless terminated.

4.2 Termination by Affiliate

The Affiliate may terminate this Agreement at any time by providing written notice to WhirLocal.

4.3 Termination by WhirLocal

WhirLocal may terminate this Agreement immediately if the Affiliate:

  • Engages in fraudulent or misleading marketing practices.

  • Violates WhirLocal’s brand guidelines, marketing policies, or core values.

  • Uses spam, robocalls, or deceptive ads to promote WhirLocal.

  • Fails to refer any new customers for 12 consecutive months.

WhirLocal may also terminate this Agreement at its sole discretion, provided that it gives the Affiliate 30 days’ written notice sent to the email address associated with the Affiliate profile.

4.4 Termination: Forfeiture of Unpaid Commissions

Upon termination, the Affiliate will forfeit any unpaid commissions.

 

5. Referral Tracking & Commissions

5.1 Unique Affiliate URL & Tracking

  • Each Affiliate will receive a Unique Affiliate URL to track referrals.

  • If multiple Affiliates refer the same prospect, the most recent affiliate is credited.

  • Self-referrals are not eligible for commissions.

5.2 Commission Structure

  • Tier 1 (Direct Referrals): Affiliates earn a 40% commission on paid memberships referred using their Unique Affiliate URL.

    Tier 2 (Indirect Referrals): Affiliates also earn a 5% commission on paid memberships referred by Affiliates they directly referred (i.e., their Tier 1 referrals).

  • No commissions are paid on free memberships.

  • Commissions are recurring as long as the referred account remains active.

5.3 Payment Schedule

  • Commissions are paid monthly via PayPal on or around the 7th of the following month. Timing may be affected by holidays or weekends.

5.4 Refunds & Chargebacks

  • If a referred customer cancels within 30 days and receives a refund, the commission will be deducted from future payouts if the Affiliate has already received the commission prior to the cancellation.

  • Chargebacks will incur a $25 processing fee, deducted from future commissions.

5.5 Fraud Prevention

  • No commissions will be paid for fraudulent sales or self-referrals.

  • WhirLocal reserves the right to investigate and withhold commissions if fraud is suspected.

6. Ownership of Accounts

  • All referred customer accounts remain the property of WhirLocal.

  • The Affiliate may not directly solicit or attempt to induce WhirLocal customers to purchase competing services for a period of one (1) year after termination of this Agreement. This restriction does not apply to general advertising or marketing that is not specifically directed at WhirLocal customers.

7. Marketing & Advertising Guidelines

7.1 Permitted & Prohibited Marketing Practices

  • Affiliates must use only their Unique Affiliate URL for tracking referrals.

  • Affiliates must disclose their affiliate relationship in accordance with FTC guidelines.

  • Prohibited practices include:

    • Misleading or false advertising claims.

    • Bidding on WhirLocal-branded keywords in Google Ads, Facebook Ads, or other PPC platforms.

    • Registering domain names containing ‘WhirLocal’ or impersonating the brand.

    • Using spam, AI-generated fake testimonials, or unauthorized email campaigns.

7.2 WhirLocal Branding & Intellectual Property

  • Affiliates may use approved WhirLocal logos and branding materials.

  • Affiliates may not alter, register, or misrepresent WhirLocal’s branding.

8. Indemnification & Liability

  • The Affiliate agrees to indemnify, defend, and hold harmless WhirLocal, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

    1. The Affiliate’s breach of this Agreement.

    2. Any misrepresentation or misconduct by the Affiliate in connection with their marketing activities.

    3. Any third-party claim arising from the Affiliate’s promotion of WhirLocal’s services.

  • WhirLocal’s liability is capped at the past 30 days of commissions paid. Under no circumstances shall WhirLocal be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, lost business opportunities, or reputational harm, arising out of or related to this Agreement. In any event, WhirLocal’s total liability shall not exceed the total commissions paid to the Affiliate in the 30 days prior to the claim.

8. No Warranty & Limitation of Liability

  • WhirLocal does not guarantee Affiliate earnings or success.

  • Building an affiliate sales business requires consistent effort, strategy, and marketing, and individual results will vary.

  • The Affiliate acknowledges that their earnings depend on their own marketing efforts, and WhirLocal is not responsible for their success or failure.

  • WhirLocal is not liable for technical failures, tracking errors, or system downtime.

10. Training & Support

WhirLocal may provide training resources, educational materials, and guidance to help Affiliates understand how to market WhirLocal’s services effectively. These training materials are provided as a courtesy and do not guarantee any level of success or earnings. WhirLocal is not liable for the Affiliate’s performance, effectiveness, or results. Training does not create an employer-employee relationship, nor does it modify the independent contractor status of the Affiliate.

In addition, WhirLocal may provide access to custom AI tools, AI-driven training, and proprietary AI-powered systems designed to assist Affiliates in performing WhirLocal-related tasks, including but not limited to content creation, marketing, and customer engagement.

  • These AI tools and systems are proprietary and are strictly for WhirLocal-related activities.

  • Affiliates may not use WhirLocal-provided AI tools for competing businesses, unrelated commercial activities, or personal financial gain outside of their WhirLocal role.

  • Affiliates may not modify, resell, share, or repurpose WhirLocal’s AI training, data, or tools for external use.

  • WhirLocal reserves the right to monitor usage and revoke access to AI tools if they are used in violation of this Agreement or in a manner inconsistent with WhirLocal’s core values and business interests.

11. Photo & Media Release

The Affiliate grants WhirLocal Media Group, LLC a royalty-free, worldwide, perpetual, irrevocable license to use their name, image, likeness, voice, business logo (if applicable), and any photographs or videos featuring them that are submitted, shared, or captured at WhirLocal-sponsored events or activities. WhirLocal may use these materials for marketing, promotional, or educational purposes in any media format, including but not limited to advertisements, social media, websites, and printed materials. The Affiliate waives any right to review, approve, or receive compensation for the use of such materials. If the Affiliate wishes to opt out of this provision, they must provide written notice to WhirLocal.

12. General Provisions

12.1 Compliance with Laws & Regulations

The Affiliate agrees to comply with all applicable federal, state, and local laws, including, but not limited to, FTC guidelines on advertising disclosures, CAN-SPAM regulations, and data privacy laws. Affiliates must include proper disclosures on their websites, social media, and other marketing channels to indicate their Affiliate relationship with WhirLocal.

12.2 Force Majeure

WhirLocal shall not be held liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, power failures, or internet service disruptions. In the event of a force majeure occurrence, WhirLocal will take reasonable steps to resume performance as soon as practicable.

12.3 Confidentiality & Data Protection

Affiliate agrees to maintain the confidentiality of all non-public information related to WhirLocal Media Group, LLC, including but not limited to business strategies, marketing plans, pricing, customer lists, and proprietary training materials. This confidentiality obligation remains in effect both during the term of this Agreement and indefinitely thereafter.

12.4 Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of the State of Oregon.

Any disputes arising out of or relating to this Agreement shall first be resolved through good-faith negotiation. If unresolved, the parties agree to mediation before initiating any legal proceedings. If mediation is unsuccessful, disputes shall be settled through binding arbitration in Polk County, Oregon, in accordance with the rules of the American Arbitration Association.

12.5 Modifications & Amendments

WhirLocal may modify this Agreement with 30 days’ notice. Continued participation constitutes acceptance.

WhirLocal may modify this Agreement at any time by updating the version posted at https://whirlocal.io/affiliate-program/affiliate-agreement and providing notice to Affiliates via email. Material changes (including commission rates or restrictions) will become effective 30 days after such notice is provided. Continued participation in the Affiliate Program after the effective date of any changes constitutes the Affiliate’s acceptance of the modified Agreement.

12.6 Attorneys’ Fees

If any legal action is necessary to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

12.7 Prior Agreements

This Agreement is the entire agreement between the parties pertaining to its subject matter and supersedes all prior agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties.

12.8 Severability

If any provision of this Agreement is found to be unenforceable, the remainder of the Agreement shall continue in full force and effect.

 

 

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