Brattleboro Local - signed agreement

Independent Affiliate Agreement

Brattleboro Local LLC - Online Referral Affiliate Program

This Independent Affiliate Agreement (the “Agreement”) is entered into as of the Effective Date shown in the signature block below by and between Brattleboro Local LLC, a Vermont limited liability company (“Company”), and the undersigned (“Affiliate”). Company and Affiliate are each a “Party” and together the “Parties.”

1. Purpose and Relationship

Affiliate wishes to promote Company’s website design and digital-marketing services by referring potential customers to Company. Affiliate is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint-venture, or agency relationship. Affiliate has no authority to bind Company, quote prices, enter contracts, or make representations on Company’s behalf, and is not a sales representative of Company. Affiliate has no role in delivering, owning, or servicing any customer account.

2. The Affiliate Program

Company will issue Affiliate a unique referral link and QR code (the “Affiliate Link”). Affiliate may promote the Affiliate Link through its own website, content, social channels, and other lawful means to drive interested visitors to Company. A visitor who arrives through the Affiliate Link and later submits an inquiry is tracked to Affiliate by cookie and by Company’s records.

3. Compensation

As Affiliate’s sole and complete compensation, Company will pay Affiliate a one-time referral fee of two hundred forty-nine dollars ($249) per Qualified Referral, as summarized below. Affiliate earns no recurring, residual, or other compensation of any kind.

Revenue itemAffiliate earns
New client signup$249 flat (one-time, per Qualified Referral)
Monthly subscription payments$0 - none
Renewals, upsells, add-ons, other services$0 - none

4. Qualified Referral and Attribution

A “Qualified Referral” is a new customer who (a) is tracked to Affiliate’s Affiliate Link or is otherwise verified by Company as referred by Affiliate, (b) was not already a Company customer, lead, or in active discussion with Company, and (c) signs up for Company’s website service and pays the initial setup fee. Attribution is determined by Company’s records, which are final. A cookie window of sixty (60) days applies from the visitor’s last click of the Affiliate Link. Each customer is credited to one referrer only; if a Company sales representative is also credited for the same customer, the sales representative takes priority and no Affiliate fee is due. Self-referrals and referrals of Affiliate’s own accounts do not qualify.

5. Payment Terms

Referral fees are earned only on funds actually collected and are paid within thirty (30) days after the referred customer pays the initial setup invoice and the funds clear. Company may apply a minimum payout threshold of $50, carrying smaller balances forward. If that payment is refunded, charged back, or reversed within sixty (60) days, the corresponding referral fee is reversed and may be deducted from future fees or invoiced back to Affiliate.

6. Taxes and W-9

Affiliate is solely responsible for all taxes on amounts received. Affiliate is paid as an independent contractor and must provide a completed IRS Form W-9 before payment. Company will issue a Form 1099-NEC where required (generally for $600 or more paid in a calendar year). Company withholds no taxes and provides no benefits.

7. No Ownership or Service Role

Affiliate does not own, and has no servicing rights to, any referred customer. Company, in its sole discretion, retains each referred account as a house account or assigns it to a Company representative for ongoing service. Any recurring revenue and relationship belong to Company (or its assigned representative), not to Affiliate.

8. Affiliate Conduct and Compliance

Affiliate will promote Company honestly and lawfully and will not: (a) make false, misleading, or unauthorized claims about Company or its services; (b) send spam or unsolicited bulk email, SMS, or messages, or violate CAN-SPAM, TCPA, or similar laws; (c) misuse Company’s name, logos, or trademarks, or bid on Company’s brand terms in paid search without written permission; (d) engage in cookie-stuffing, fraud, or deceptive tracking; or (e) fail to disclose the affiliate relationship where required by the FTC Endorsement Guides or applicable law. Affiliate will comply with all applicable laws and Company’s reasonable program guidelines.

9. Limited Marketing License

Company grants Affiliate a limited, non-exclusive, revocable license to use Company’s name, logo, and approved marketing materials solely to promote Company under this Agreement. All goodwill inures to Company. Company may revoke or modify this license at any time.

10. Term and Termination

This Agreement begins on the Effective Date and continues until terminated. Either Party may terminate at any time, with or without cause, on written notice. Referral fees validly earned on Qualified Referrals that purchased before termination remain payable, subject to the refund/clawback and conduct provisions. Company may withhold or forfeit fees and terminate immediately for fraud, breach, or unlawful conduct.

11. Confidentiality

Affiliate will keep non-public Company information (including pricing, customer information, and program details) confidential and use it only to perform under this Agreement.

12. No Warranty; Limitation of Liability

The program is provided “as is.” To the fullest extent permitted by law, Company’s total liability under this Agreement will not exceed the total referral fees paid to Affiliate in the six (6) months preceding the claim. Neither Party is liable for indirect, incidental, or consequential damages.

13. Indemnification

Affiliate will indemnify and hold Company harmless from claims, damages, and expenses arising out of Affiliate’s promotional activities, misrepresentations, or breach of this Agreement.

14. General

This Agreement is governed by the laws of the State of Vermont, without regard to conflict-of-laws rules, and venue lies in the courts serving Windham County, Vermont. This Agreement is the entire agreement between the Parties on its subject and supersedes prior understandings. It may be amended only in writing signed by both Parties (except Company may update program guidelines and commission terms prospectively on reasonable notice). Affiliate may not assign this Agreement without Company’s consent. If any provision is unenforceable, the remainder stays in effect.

Signatures. By signing below, the Parties agree to the terms of this Agreement. Effective Date: ____________________.

Company - Brattleboro Local LLC

Pending Company countersignature.

Affiliate

Not yet signed.

Brattleboro Local LLC · Brattleboro, VT · (802) 689-5538 · mike@brattleborolocal.com · brattleborolocal.com
Agreement version 2026-07-29 · executed electronically under the federal E-SIGN Act.