Updated: 9/22/2025
This Independent Agency Agreement (“Agreement”) is made by and between WhirLocal Media Group, (collectively, “WhirLocal,” “we,” “our,” or “us”), and the individual or entity (“Agency”) that accepts this Agreement through the WhirLocal platform or designated form.
By checking the box and submitting your contact information, you acknowledge and agree to the terms of this Agreement.
1. Independent Contractor Relationship
Agency operates as an independent contractor and not as an employee, partner, joint venturer, or legal representative of WhirLocal. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties.
2. Agency Requirements
To qualify as an approved Agency, you must:
- Maintain an active paid WhirLocal account (starting at $297/month, subject to change).
- Be responsible for all client interactions, billing, service fulfillment, and legal obligations.
- Abide by the WhirLocal Terms of Service, Privacy Policy, and Review Guidelines at all times.
Agencies may also participate in the WhirLocal Affiliate Program, and by doing so, agree to the Affiliate Agreement.
3. Agency Access and Permissions
WhirLocal agencies are granted access to a dedicated Agency Dashboard and related tools, which may include the ability to:
- Add new member accounts and business listings
- Write, edit, and publish local content on behalf of clients
- Manage client profiles, reviews, and service automations
- Utilize training resources and marketing templates
- Track affiliate activity (if enrolled in the Affiliate Program)
Agencies agree to use these tools in good faith and in accordance with WhirLocal’s Terms of Service and Review Guidelines. Agencies may not:
- Delete, hide, or manipulate reviews
- Misrepresent client services or falsify listings
- Use WhirLocal’s tools for unrelated or off-platform activities
WhirLocal may update tool availability or permissions from time to time based on feature changes, platform integrity, or agency compliance status.
4. Account Ownership and Roles
All member accounts on the WhirLocal platform are governed by WhirLocal’s Terms of Service and operate within WhirLocal’s proprietary Local Media as a Service™ ecosystem.
- Account Types:
- Platform-Registered Member:
If an Agency signs up a member (client) using the client’s own contact information and email address, the account is designated a Platform-Registered Member. WhirLocal may communicate directly with these members for platform updates, service notices, newsletters, and compliance-related messages.
This method is required if the Agency wishes to earn affiliate commissions on paid upgrades (e.g., Accelerate membership), as affiliate tracking depends on direct client registration using referral links. - Agency-Managed Account:
If an Agency signs up a member using the agency’s own contact details (e.g., email), typically for a Starter Membership or initial setup, the account is designated an Agency-Managed Account. In this case, WhirLocal will communicate directly with the agency and not with the client, unless required for legal, technical, or compliance reasons.
- Platform-Registered Member:
- Agency Access and Rights:
- Agencies maintain full administrative access to both Platform-Registered and Agency-Managed accounts for as long as they remain in good standing as a WhirLocal agency.
- For Agency-Managed Accounts, agencies will retain administrative access even after termination of the agency agreement, unless the client requests a transfer or WhirLocal determines that continued access poses a compliance or security risk.
- WhirLocal reserves the right to access and support all accounts for platform maintenance, integrity, and legal compliance.
5. Data Scraping
No data scraping is allowed. Automated scraping, harvesting, or exporting of WhirLocal data (including listings, reviews, or content) is strictly prohibited and grounds for immediate termination.
6. Client Communications and Relationships
- Agencies are solely responsible for their client relationships, agreements, and deliverables.
- WhirLocal does not guarantee any results or outcomes on behalf of the agency.
- Agencies must represent the WhirLocal brand accurately and may not mislead clients about what the platform offers or guarantees.
7. Territory and Market Access
Agencies are allowed to publish content and manage accounts for clients in any available WhirLocal market. No territory exclusivity is granted.
8. Disallowed Activities
The following activities are strictly prohibited:
- Creating false or misleading listings or content
- Manipulating search engine rankings through black-hat techniques
- Engaging in spammy, deceptive, or aggressive marketing
- Violating third-party intellectual property rights
Violation of any of the above may result in immediate suspension or termination of agency access.
9. Use of WhirLocal Brand
Agencies may reference WhirLocal in sales materials, client proposals, and service explanations, provided that all references are honest, clear, and do not misrepresent the nature of the relationship or platform ownership.
Agencies may not fully white label the WhirLocal platform or present it as their own proprietary technology. However, WhirLocal permits co-branding of certain client-facing deliverables — such as onboarding materials, landing pages, or local content — where technically supported and clearly marked (e.g., “Powered by WhirLocal”).
Co-branding must not imply full ownership or exclusive platform rights and must comply with WhirLocal’s visual branding and usage guidelines, which may be updated from time to time.
10. Compensation and Affiliate Earnings
Agencies may earn affiliate commissions under the terms of the WhirLocal Affiliate Agreement, provided they are actively enrolled. Agency earnings will be processed via PayPal or another approved method.
Commissions are not guaranteed and may be withheld or revoked in accordance with affiliate terms. WhirLocal reserves the right to change the affiliate structure at any time.
11. Non-Solicitation
Agency agrees not to directly solicit WhirLocal clients, contacts, or partners introduced through the platform without written consent.
Agency also agrees not to develop or promote a competing platform using WhirLocal’s intellectual property, technology, or proprietary workflows.
This clause shall remain in effect for one (1) year following the termination of this Agreement.
12. Limitations of Liability
WhirLocal provides its platform and tools “as is” and makes no guarantees regarding traffic, search rankings, business outcomes, or client conversion. The Agency remains fully responsible for the services it offers to its clients, even when using WhirLocal tools or assets.
WhirLocal shall not be liable for any disputes, claims, or damages arising between the Agency and its clients. However, in the event that WhirLocal’s actions or systems directly cause verifiable harm to the Agency — such as platform downtime, data corruption, or misapplied account settings — WhirLocal’s liability shall be limited as follows:
Maximum Liability Cap:
WhirLocal’s total cumulative liability, under any legal theory, shall not exceed the greater of:
(a) $1,000 USD, or
(b) the total amount paid by the Agency to WhirLocal in the past 12 months.
This limitation shall not apply in cases of gross negligence, willful misconduct, fraud, or breach of confidentiality by WhirLocal.
13. Confidentiality
Both parties agree to maintain the confidentiality of proprietary and sensitive information disclosed during the course of the relationship, including but not limited to client data, internal training resources, business processes, and account access. This obligation will survive the termination of this Agreement.
14. Miscellaneous Provisions
a. Governing Law and Jurisdiction
This Agreement shall be governed by the laws of the State of Oregon. Any legal proceedings shall be filed exclusively in Polk County, Oregon.
b. Entire Agreement
This Agreement, along with the Terms of Service and Affiliate Agreement (if applicable), constitutes the entire understanding between the parties.
c. Modifications
WhirLocal reserves the right to modify this Agreement at any time, with notice provided through email or platform updates.
d. Assignment
Agency may not assign this Agreement without prior written approval from WhirLocal. WhirLocal may assign this Agreement in the event of a merger, acquisition, or reorganization.
e. Waiver and Severability
Failure to enforce any provision shall not constitute a waiver. If any clause is deemed unenforceable, the remainder of the Agreement will remain in full force.
f. Force Majeure
Neither party shall be liable for failure to perform due to events beyond their control, including acts of God, power outages, and government actions.
g. Contact Information
Questions regarding this Agreement may be directed to:
WhirLocal Media Group
Attn: Legal & Compliance
PO Box 5382
Salem, OR 97304
[email protected]