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    Professional & Reseller Agreement

    Agreement Terms (Version 2.1)

    Effective Date: January 2026 | Last Updated: March 2026 | Version 2.1

    1. Program Overview

    This Professional & Reseller Agreement ("Agreement") is entered into between Helical Systems LLC, doing business as Vrnl ("Company," "we," "us," or "our") and you ("Partner," "Affiliate," "you," or "your"). By accepting this Agreement, you agree to participate in our professional partner program and be bound by these terms and conditions.

    Our affiliate program allows you to earn commissions by referring customers to purchase environmental reports and professional subscriptions through your unique affiliate link. Referred buyers receive a 10% discount on their purchase, and you earn a commission on every qualifying sale.

    2. Enrollment and Eligibility

    To participate in our affiliate program, you must:

    • Be at least 18 years of age
    • Have a valid email address and contact information
    • Comply with all applicable laws and regulations
    • Accept and agree to these terms

    We reserve the right to accept or reject any affiliate application at our sole discretion. Approval of your application does not guarantee any level of earnings.

    3. Affiliate Responsibilities

    3.1 Promotional Activities

    As an affiliate, you agree to:

    • Promote our services honestly and accurately
    • Not make false, misleading, or exaggerated claims about our products or services
    • Not engage in any deceptive, fraudulent, or unethical practices
    • Represent our brand professionally and in good faith

    3.2 FTC Disclosure Requirements

    IMPORTANT: You MUST disclose your affiliate relationship in compliance with the Federal Trade Commission (FTC) guidelines.

    This means you must:

    • Clearly and conspicuously disclose that you may earn a commission when someone purchases through your link
    • Place the disclosure before the affiliate link or at the beginning of content containing affiliate links
    • Use clear language such as "affiliate link," "I may earn a commission," or "#ad #affiliate"
    • Ensure the disclosure is visible on all platforms (websites, social media, email, etc.)

    Example disclosures: "This post contains affiliate links. I may earn a commission if you purchase through my link." or "Disclosure: I'm an affiliate and may earn a commission."

    3.3 Prohibited Activities

    You may NOT:

    • Send unsolicited bulk emails or spam (e.g., cold-emailing strangers, purchased lists) containing affiliate links
    • Use cookie stuffing, forced clicks, or any fraudulent tracking methods
    • Encourage fraudulent referrals or use your own affiliate link for personal purchases (self-referral commissions are not permitted)
    • Bid on our branded keywords (e.g., "VRNL") in paid search advertising
    • Create websites or content that could be confused with our official properties
    • Use pop-ups, pop-unders, or auto-redirect techniques
    • Misrepresent yourself as an employee or official representative of our company
    • Promote on adult, hate speech, illegal, or otherwise objectionable websites

    📝 Note on Email Communications

    You ARE permitted to share your affiliate link with:

    • Your existing clients and customers
    • Subscribers who have opted into your mailing list
    • Professional contacts with whom you have an established relationship

    The restriction above applies only to unsolicited bulk messaging (spam) to people who have not consented to receive communications from you.

    4. Commission Structure

    The default commission rate for new affiliates is 25% of the net sale amount. Custom rates may be negotiated and are communicated during enrollment. Your specific commission rate is confidential and may differ from other affiliates.

    • Commissions are earned when a referred customer completes a valid purchase of any product, including one-time report purchases and Professional Plan subscriptions
    • For subscription products (e.g., Professional Plan), commission is earned on the initial purchase only, not on recurring renewals
    • Commissions are calculated based on the net sale amount (excluding taxes, refunds, and chargebacks)
    • Referred buyers receive a 10% discount on their purchase via your affiliate link
    • We reserve the right to adjust commission rates with 30 days' notice
    • Commission tracking is handled through our affiliate system using cookies and unique codes

    🛒 Qualifying Professional Products

    Commissions apply to the following products:

    • Professional Plan Subscription — Unlimited reports, $249/month
    • Single Report — 1 environmental report credit (one-time purchase)
    • Home Buyer Bundle — 2 environmental report credits with a 120-day access window (one-time purchase)

    Reseller Commission: Professional resellers purchase reports at wholesale pricing and may charge end clients a minimum of $35 per report. Resellers retain the margin between wholesale cost and client charge as their compensation. Cash affiliate commission (25%) applies only to purchases made by third parties through your affiliate referral link.

    Product offerings, pricing, and credit quantities are subject to change. Current pricing is available at vrnl.io/pricing and vrnl.io/pro.

    🔗 How Referral Tracking Works

    When someone clicks your affiliate link, a 30-day attribution window begins. If they purchase within 30 days, you earn the commission—even if they don't buy immediately.

    If a customer clears their cookies or uses a different device, tracking may be lost. To maximize attribution, encourage customers to complete their purchase on the same device where they clicked your link.

    5. Payment Terms

    • Minimum payout threshold: $50 USD
    • Payment schedule: Monthly, net-30 days after the end of each month
    • Payment methods: As agreed upon during enrollment (e.g., PayPal, Venmo, Zelle, check)
    • Commissions may be held for up to 30 days to account for potential refunds or chargebacks
    • You are responsible for all applicable taxes on your earnings

    Reseller compensation is earned through margin on client charges, not through cash commission payments from Vrnl. The minimum client charge of $35 per report applies to all reseller transactions. Vrnl is not responsible for collecting or enforcing client charges made by resellers.

    📅 Payment Timeline Example

    A sale made on January 15th:

    • 30-day hold period ends: February 14th
    • Included in February's payout: Processed end of February
    • Payment sent: By March 30th (net-30)

    In practice, commissions are typically paid 6–8 weeks after the original sale to account for potential refunds.

      Minimum Payout Policy

      The $50 minimum payout threshold helps ensure that payment processing fees do not consume a disproportionate amount of smaller payouts, maximizing the value you receive from each commission. Commissions below the $50 threshold will accumulate and roll over to subsequent payment periods until the minimum is reached.

      Inactivity Policy: If your accrued commissions do not reach the $50 minimum within 12 consecutive months of inactivity (defined as no new qualifying referrals), the balance will be forfeited. Active affiliates who continue generating referrals will have their commissions roll over indefinitely until the threshold is met.

      6. Term and Termination

      This Agreement begins when you accept these terms and continues until terminated by either party.

      • Either party may terminate this Agreement with 30 days' written notice
      • We may terminate immediately if you violate any terms of this Agreement
      • Upon termination, you must immediately cease using all affiliate links and marketing materials
      • Pending commissions that have cleared the holdback period and meet the $50 minimum will be paid according to normal schedule
      • Commissions for transactions that occur after termination will not be paid

      💰 Termination & Commission Balances

      If you terminate or are terminated with a balance under $50:

      • Voluntary termination: You may request a final payout of any remaining balance, subject to a $10 processing fee.
      • Termination for cause: Sub-threshold balances are forfeited.

      Affiliates in good standing who wish to leave can contact us to arrange their final payout.

      7. Intellectual Property

      We grant you a limited, non-exclusive, revocable license to use our approved marketing materials, logos, and brand assets solely for promoting our services as an affiliate.

      • You may not modify our logos or brand assets without written permission
      • Custom marketing materials (brochures, videos, formal campaigns) must be approved by us before use
      • You may not register domain names containing our trademarks
      • This license terminates immediately upon termination of this Agreement

      📢 What Requires Approval vs. What Doesn't

      ✅ NO approval needed for:

      • Social media posts sharing your affiliate link
      • Personal emails to clients mentioning our services
      • Verbal recommendations with your referral code
      • Using our pre-approved logo and brand assets as-is

      ⚠️ Approval REQUIRED for:

      • Custom brochures, flyers, or printed materials
      • Video advertisements or YouTube content
      • Formal email campaigns or newsletters
      • Any materials that modify our branding

      When in doubt, email affiliates@vrnl.io for guidance.

      8. Confidentiality

      You agree to keep confidential:

      • Your commission rate and payment terms
      • Any non-public information about our business, products, or services
      • Customer information you may have access to through the program

      9. Limitation of Liability

      PARTICIPATION IN THIS AFFILIATE PROGRAM IS AT YOUR OWN RISK. WE MAKE NO GUARANTEES REGARDING EARNINGS OR THE SUCCESS OF YOUR PROMOTIONAL ACTIVITIES.

      TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM YOUR PARTICIPATION IN THIS PROGRAM.

      OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT OF COMMISSIONS ACTUALLY PAID TO YOU IN THE TWELVE (12) MONTHS PRECEDING ANY CLAIM.

      10. Modifications to Agreement

      We reserve the right to modify this Agreement at any time. We will notify you of material changes via email at least 30 days before they take effect. Your continued participation after changes become effective constitutes acceptance of the modified terms.

      11. Confidentiality

      You agree to keep confidential:

      • Your commission rate and payment terms
      • Any non-public information about our business, products, or services
      • Customer information you may have access to through the program

      12. Independent Contractor

      You are an independent contractor and not an employee, agent, partner, or joint venturer of Helical Systems LLC. Nothing in this Agreement creates an employment, agency, or partnership relationship. You are solely responsible for your own taxes, insurance, and business expenses. You have no authority to bind the Company or make representations on its behalf except as expressly authorized herein.

      13. Indemnification

      You agree to indemnify, defend, and hold harmless Helical Systems LLC and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising from or related to: (a) your promotional activities; (b) your breach of this Agreement; (c) your violation of any law or regulation; or (d) any misrepresentation made by you regarding our products or services.

      14. Contact Information

      For questions about this Agreement or the professional partner program, please contact us at: affiliates@vrnl.io

      15. Reseller Terms

      15.1 Reseller Authorization

      Upon admin approval of reseller status, Vrnl grants the Partner a non-exclusive, non-transferable license to resell Vrnl Environmental Reports to end clients as part of their professional services.

      15.2 Minimum Client Charge

      Resellers may not charge end clients less than $35 per Vrnl report. No maximum resale price is imposed.

      15.3 Branding Requirements

      Resellers must not remove, alter, or obscure Vrnl branding, data attribution language, or federal source citations on any report delivered to a client. The statement "Environmental data sourced directly from federal databases by Vrnl.io" must remain intact on all delivered reports.

      15.4 No Misrepresentation

      Resellers may not represent themselves as the generator, analyst, or author of the environmental data contained in Vrnl reports. Resellers are licensed distributors of Vrnl reports, not environmental consultants by virtue of this agreement.

      15.5 Wholesale Pricing

      Wholesale pricing is available exclusively to approved resellers. Resellers may not share wholesale pricing or account credentials with third parties.

      15.6 Revocation

      Vrnl reserves the right to revoke reseller status at any time for violation of these terms, with immediate effect.

      16. Governing Law

      This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island, without regard to its conflict of law provisions. Any disputes arising from this Agreement shall be resolved in the state or federal courts located in Rhode Island.

      17. Entire Agreement

      This Agreement, together with the Vrnl Terms of Service, Privacy Policy, and Disclaimer, constitutes the entire agreement between you and Helical Systems LLC regarding the professional partner program and supersedes all prior agreements, representations, and understandings relating to the subject matter hereof.

      This is a read-only view of our Professional & Reseller Agreement. To become a professional partner, please apply through our professional program page.

      Learn About Our Professional Program

      © 2026 Helical Systems LLC. All rights reserved.