Affiliate Referral Agreement

1. The Program

Rootly operates a local food marketplace that connects food producers (“Sellers”) with local buyers. The Rootly Affiliate Program allows you to earn commissions by referring new Sellers to the Rootly platform using a unique referral link provided to you through our affiliate platform, FirstPromoter.

This program is for referring Sellers only. Commissions are earned on Seller subscription fees, not on Buyer transactions, product sales, or platform fees.

2. How It Works

2.1 Your Referral Link

When you enroll, you will receive a unique referral link through FirstPromoter. When a new Seller signs up for Rootly through your link, that Seller is attributed to you as a referral.

2.2 What Referred Sellers Receive

Sellers who sign up through your referral link receive a 1-month free trial of the Rootly Verified Seller plan ($24.99/month value). After the free month, the Seller's subscription automatically converts to a paid plan unless the Seller downgrades or cancels before the trial ends.

2.3 Your Commission

You earn a commission of 50% of the referred Seller's actual collected subscription revenue for a period of 6 months, beginning with the Seller's first paid invoice (month 2 of their subscription, since month 1 is free).

Commission examples:

Important details:

• Commissions are calculated on actually collected revenue, not invoiced amounts. If a referred Seller's payment fails and is not recovered, no commission is owed for that period.
• The 6-month commission window starts from the date of the Seller's first successful paid charge, not from the Seller's signup date.
• If a referred Seller downgrades from Verified to Basic during your commission window, your commission adjusts to 50% of the Basic plan rate for the remaining months.
• If a referred Seller cancels their subscription during your commission window, commissions stop as of the cancellation effective date. No commissions are owed for periods after cancellation.

3. Payment

3.1 Payout Schedule

Commissions are calculated and paid monthly through FirstPromoter. Payout processing typically occurs within 15 business days after the end of each calendar month.

3.2 Minimum Payout

Commissions accumulate until they reach a minimum payout threshold of $25.00. If your balance is below $25.00 at the end of a month, it carries forward to the next month. There is no expiration on accumulated balances.

3.3 Payout Method

Payouts are processed through FirstPromoter's payment system. You are responsible for providing accurate payout information in your FirstPromoter account.

3.4 Taxes

You are solely responsible for all taxes on commissions earned through this program. Rootly will report commissions as required by law:

• W-9 Requirement: You must submit a completed IRS Form W-9 (or W-8BEN if you are not a U.S. person) through FirstPromoter before your first payout. No W-9 on file means no payment. We cannot process any payouts without a valid W-9.
• 1099 Reporting: If you earn $600 or more in commissions in a calendar year, Rootly will issue you an IRS Form 1099-NEC by January 31 of the following year.
• Your responsibility: You are responsible for reporting all commission income on your tax returns, regardless of whether a 1099 is issued.

4. FTC Disclosure Requirements

Federal law requires that you disclose your financial relationship with Rootly whenever you promote, recommend, or endorse the platform. This is not optional — it is a legal requirement.

4.1 What You Must Do

Every time you share your referral link or promote Rootly in any medium — including social media posts, Facebook or WhatsApp group messages, blog posts, emails, videos, podcasts, in-person conversations where you share your link, or any other form of communication — you must include a clear disclosure that you earn a commission.

4.2 Acceptable Disclosures

Use clear, simple language. The disclosure must be in the same post or message as your promotion, not in a separate location. Examples:

• “I'm a Rootly affiliate and earn a commission if you sign up through my link.”
• “Disclosure: I earn a referral commission from Rootly. #ad #affiliate”
• “Paid referral — I get a commission if you use my link to join Rootly.”
• “Full disclosure: this is an affiliate link.”

4.3 Unacceptable Disclosures

• Buried in a bio, profile page, or “About” section that is separate from the promotional post.
• Hidden at the end of a long post where readers are unlikely to see it.
• Vague language like “Thanks to Rootly for this opportunity” without mentioning the financial relationship.
• No disclosure at all.

4.4 Consequence

Failure to comply with FTC disclosure requirements may result in immediate termination of your affiliate account (see Section 8). Rootly is not responsible for any FTC enforcement actions taken against you personally for failure to disclose.

5. Rules of the Program

5.1 You May

• Share your referral link on your personal and business social media accounts.
• Promote Rootly in online communities, groups, newsletters, and blogs (with disclosure).
• Create original content about Rootly (reviews, tutorials, recommendations) that is truthful and includes proper disclosure.
• Use Rootly's name and any approved marketing materials we provide.
• Earn commissions on an unlimited number of referred Sellers.

5.2 You May NOT

• Make false or misleading claims about Rootly, including but not limited to: guaranteeing income for Sellers, claiming Sellers will get a certain number of customers, overstating features, or misrepresenting pricing or policies.
• Represent yourself as a Rootly employee, agent, or official representative. You are an independent affiliate, not a Rootly team member.
• Send unsolicited commercial email (spam) or unsolicited text messages promoting your referral link.
• Run paid search or display advertising that bids on “Rootly,” “Rootly Marketplace,” “rootlymarket,” or any similar branded terms, without prior written approval from Rootly.
• Create websites, landing pages, or social media accounts that could be confused with official Rootly properties (e.g., “rootlyofficial.com,” “RootlySupport” social handles).
• Use deceptive practices including but not limited to: cookie stuffing, click fraud, fake accounts, incentivized signups (paying people to sign up), or any method of generating artificial referrals.
• Alter, modify, or create derivative versions of Rootly's logo, brand assets, or marketing materials without written approval.
• Make health or safety claims about food products sold on Rootly.
• Share, disclose, or use any non-public information about Rootly's business, including internal metrics, that may be shared with you in connection with the affiliate program.

6. Referral Attribution

6.1 How Referrals Are Tracked

Referrals are tracked through FirstPromoter using your unique referral link. A Seller is attributed to you when they sign up through your link and the referral is recorded by FirstPromoter's tracking system.

6.2 Attribution Rules

• Only the first referral link a Seller uses is credited. If a Seller clicks multiple affiliate links, the original referring affiliate receives credit.
• Self-referrals are not permitted. You may not use your own referral link to sign up as a Seller.
• Rootly reserves the right to investigate and reverse any referral attribution that appears to result from fraud, manipulation, or violation of this Agreement.

6.3 Referral Disputes

If you believe a referral was not properly attributed, contact us at affiliates@rootlymarket.com within 30 days of the Seller's signup date. We will review FirstPromoter's tracking data and make a determination. Rootly's determination on attribution disputes is final.

7. Confidentiality and Data

7.1 What You Can See

Through your FirstPromoter dashboard, you will be able to see:

• Which referred Sellers have signed up.
• Your commission earnings per referral.
• Your total earnings and payout history.

7.2 What You Cannot See

You will NOT have access to:

• Referred Sellers' revenue, order volume, or customer data.
• Referred Sellers' personal information beyond what is shown in FirstPromoter.
• Any other Rootly user data or platform metrics.

7.3 Confidentiality

Any non-public information shared with you by Rootly in connection with this program (commission rates, program changes, internal communications) is confidential and may not be shared publicly without Rootly's written consent. This does not apply to information that is already publicly available.

8. Termination

8.1 Voluntary Termination

Either party may terminate this Agreement at any time for any reason with 30 days' written notice by emailing affiliates@rootlymarket.com (if initiated by you) or to the email on your FirstPromoter account (if initiated by Rootly).

8.2 Termination for Cause

Rootly may terminate this Agreement immediately, without notice, if you:

• Violate the FTC disclosure requirements in Section 4.
• Engage in any prohibited activity listed in Section 5.2.
• Commit fraud or engage in deceptive practices.
• Cause material harm to Rootly's brand or reputation.
• Violate any applicable law in connection with your affiliate activities.

8.3 Effect of Termination

Voluntary termination or termination by Rootly without cause:

• You will continue to receive commissions on already-referred Sellers for the remainder of their 6-month commission window.
• Your referral link will be deactivated and no new referrals will be attributed to you.
• Final payout will be processed in the next regular payout cycle after all remaining commissions have been calculated.

Termination for cause (fraud, deception, or material violation):

• All unpaid commissions are forfeited immediately.
• Your referral link is deactivated immediately.
• Rootly reserves the right to recover any commissions previously paid that were earned through fraudulent or deceptive means.

9. Relationship of the Parties

You are an independent contractor, not an employee, agent, partner, or joint venturer of Rootly. This Agreement does not create an employment relationship, partnership, or agency. You are not authorized to make commitments or enter into agreements on behalf of Rootly. You are responsible for your own business expenses, taxes, and insurance.

10. Limitation of Liability

10.1 Rootly's Liability

Rootly's total liability to you under this Agreement is limited to the unpaid commissions actually owed to you at the time of any claim. Rootly is not liable for any indirect, incidental, special, consequential, or punitive damages arising from this Agreement or your participation in the affiliate program.

10.2 Your Liability (Indemnification)

You agree to indemnify, defend, and hold harmless Rootly Marketplace, LLC, its officers, directors, members, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your promotional activities in connection with this program.
• Your violation of this Agreement.
• Your violation of any law, including FTC disclosure requirements.
• Any content you create or distribute in connection with the program.

11. Changes to This Agreement

Rootly may modify the terms of this Agreement, including commission rates, at any time by providing you with 30 days' written notice via email or through the FirstPromoter platform. Changes take effect 30 days after notice is provided. Your continued participation in the program after the effective date of changes constitutes acceptance of the modified terms. If you do not agree to the changes, you may terminate your participation before the changes take effect.

Commission rate changes apply only to new referrals made after the effective date. Existing referrals within their 6-month commission window continue at the rate in effect when the referral was made.

12. General Provisions

• Governing Law: This Agreement is governed by the laws of the State of Michigan.
• Entire Agreement: This Agreement constitutes the entire agreement between you and Rootly regarding the affiliate program and supersedes any prior discussions or agreements on this subject.
• Severability: If any provision is found to be unenforceable, the remaining provisions remain in full effect.
• Waiver: Rootly's failure to enforce any provision does not constitute a waiver of that provision.
• Assignment: You may not assign or transfer your rights under this Agreement. Rootly may assign its rights at any time.

13. Contact

For questions about this Agreement or the Rootly Affiliate Program:

Rootly Marketplace, LLC
Email: affiliates@rootlymarket.com
Website: rootlymarket.com

Agreement Acceptance

By enrolling in the Rootly Affiliate Program through FirstPromoter, you acknowledge that you have read, understood, and agree to be bound by the terms of this Affiliate Referral Agreement.