This Affiliate Agreement ("Agreement") is between Vermilion Vitez LLC ("Company," "we," "us") and the individual completing this enrollment ("Affiliate," "you"). By checking the acceptance box and submitting your signature, you agree to be bound by this Agreement.
Your participation in the Affiliate Program does not make you an employee, partner, joint venturer, or agent of the Company. You are an independent contractor. Nothing in this Agreement creates any employment relationship, and you are solely responsible for your own taxes, business expenses, and compliance with applicable law arising from your participation.
You are not, by virtue of this Agreement or your participation in the Affiliate Program, authorized to act as a financial advisor, tax specialist, certified public accountant, or attorney on behalf of the Company or otherwise. You represent and warrant that:
(a) You will not provide financial, investment, tax, or legal advice to any prospect or referral;
(b) You will not represent yourself as a financial advisor, tax specialist, CPA, or attorney in connection with your affiliate activities, unless independently licensed to do so and acting outside the scope of this Agreement;
(c) You will direct all financial, tax, and legal questions from prospects to the Company's own disclaimers and to the prospect's own licensed professionals;
(d) You will not make guarantees about legal outcomes, tax outcomes, asset protection results, or investment returns on the Company's behalf;
(e) You will comply with the FTC's Endorsement Guides and all other applicable advertising and disclosure laws, including clearly and conspicuously disclosing your material connection to the Company (for example, "affiliate link," "I earn a commission," or "#ad") wherever you share a referral link or promote the Company's products or services, in a way a reasonable person would notice before clicking through.
Violation of this Section is grounds for immediate termination of this Agreement and forfeiture of unpaid commissions related to the violation.
(a) Commission Basis — Profit, Not Sale Price. Commissions are calculated on the Commissionable Profit of each qualifying sale: the Company's net price for the product minus the wholesale cost the Company pays its fulfilment partner, Registered Agents Inc., for that product. State filing fees, IRS user fees, and card processing fees are pass-through amounts collected on the client's behalf and are never part of the Commissionable Profit. Products the Company fulfils in-house carry no partner cost, so their Commissionable Profit is the full net price. The current schedule of net prices, partner costs and Commissionable Profit is set out in Schedule A (the Affiliate Price Chart) available in your affiliate dashboard.
(b) Your Rate. Your commission rate is set by the Company, may be up to fifty percent (50%) of Commissionable Profit, and is shown in your affiliate dashboard. The Company may adjust your rate prospectively at its discretion; rate changes apply only to sales occurring after the change.
(c) Eligible Products. Commissions are earned on completed, non-refunded sales directly attributed to your unique affiliate code of: the Irrevocable Private Trust, 508(c)(1)(a) and 501(c)(3) document packages; LLC Formation and every other Registered Agents Inc. filing and service the Company sells (including annual reports, foreign qualifications, amendments, dissolutions, withdrawals, reinstatements, DBA registrations, certified copies, certificates of good standing, EIN acquisition, S-Corp elections, apostilles, registered agent service and business address with mail scanning); and Custom Website. Recurring products (registered agent service, mail scanning) pay commission on the first term only. No commission is earned on any product not listed in Schedule A.
(d) Custom Website. Custom Website sales earn a fixed commission of five percent (5%) of the sale price, regardless of your individual rate. This rate is not adjustable per affiliate.
(e) Recruiter Override. If you recruit another individual who enrolls as an affiliate using your recruit link or code, you will additionally earn an override equal to ten percent (10%) of the direct commission that recruited affiliate earns on each of their qualifying sales. This override is paid only to an affiliate who has personally generated at least one qualifying direct sale of their own. There is no override on sales made by an affiliate you did not personally recruit. This override is compensation for training and supporting a recruit who goes on to make real sales to bona fide customers; it is never paid for recruiting alone, is never based on the number of affiliates you recruit, and does not require any affiliate to make a purchase to enroll. The Affiliate Program is not a business opportunity, franchise, or multi-level marketing plan.
(f) Schedule Updates. The Company may update Schedule A when Registered Agents Inc. changes its wholesale rates or when the Company changes its own prices. Updates apply to sales occurring after the update is posted in the affiliate dashboard and never retroactively.
(g) Hold Period. Commissions on the Irrevocable Private Trust, 508(c)(1)(a), and 501(c)(3) packages are eligible for payout immediately upon sale, consistent with the Company's no-refund policy on instantly delivered document packages. Commissions on all other products are subject to the Company's standard ninety (90) day hold before becoming eligible for payout, consistent with those services' refund window.
(h) Refund Clawback. If a sale is refunded or charged back for any reason, any commission and any related override tied to that sale will be cancelled, whether or not it has already been marked eligible.
Commissions are paid via the method(s) made available in your affiliate dashboard, which may include automatic transfer via Stripe Connect (if you complete Stripe's onboarding) or manual payout upon your request. The Company reviews and processes manual payout requests; processing time is not guaranteed and may vary. You are responsible for providing accurate payout information; the Company is not liable for payments sent to incorrect information you provided.
Before any commission is paid, you must submit a valid, signed Form W-9 (or, if you are not a U.S. person, the applicable IRS Form W-8) through your affiliate dashboard. The Company will withhold payment of any commission until a valid form is on file and will report commissions paid to U.S. persons as required by law, including issuing Form 1099-NEC for any affiliate paid $600 or more in a calendar year.
The Company grants you a limited, non-exclusive, revocable license to use the Company's name, logos, and marketing materials it makes available to you solely to promote the Affiliate Program through your unique affiliate link, and for no other purpose. You may not alter the Company's logos, use them in a way that implies a broader relationship than this Agreement, or use them after this Agreement ends. This license may be revoked by the Company at any time, with or without notice.
You agree not to: (a) send unsolicited bulk email (spam) or engage in deceptive advertising to generate referrals; (b) make false, misleading, or unsubstantiated claims about the Company's products, services, or outcomes; (c) impersonate the Company or any of its representatives; (d) use the Company's name, logos, or trademarks except as provided by the Company for affiliate promotion; (e) engage in self-referral or attempt to generate commissions through fraudulent, artificial, or abusive means; (f) recruit affiliates through misrepresentation of the compensation structure described in Section 3; (g) bid on, purchase, or use as a keyword the Company's name, trademarks, or any confusingly similar term or misspelling in paid search advertising, or register or use any domain name, social media handle, or webpage that could be mistaken for an official Company page; (h) target, contact, or attempt to re-route a person who is already a Company customer, member, or another affiliate's referral through your own affiliate link.
This Agreement remains in effect until terminated. Either party may terminate this Agreement at any time, for any reason, with or without notice. Upon termination: (a) your affiliate code will be deactivated for new sales; (b) commissions properly earned prior to termination, and not subject to cancellation under Section 3(e) or forfeiture under Section 2, remain payable on their normal schedule; (c) the Company may withhold or cancel any commission connected to fraud, misrepresentation, or a violation of this Agreement, whether discovered before or after termination. Sections 2, 3(h), 4, 8, 9, 12, 13, and 14 survive termination of this Agreement.
(a) Program Information. You agree to keep confidential any non-public information you receive as an affiliate, including your specific commission rate (if individually negotiated), internal program materials, and other affiliates' information, and not to disclose such information to third parties.
(b) Referral & Customer Information. Your affiliate dashboard may show you limited information about a person who purchases through your link, such as their email address, solely so you can track your own referral activity. You will keep any such information confidential, use it for no purpose other than verifying your own commissions, and not copy, store elsewhere, sell, disclose, or use it to contact that person for any other purpose. This obligation is in addition to, and does not replace, your responsibilities under the Company's Privacy Policy.
You agree to indemnify and hold the Company harmless from any claim, loss, or liability arising out of your own misrepresentations, misconduct, or violation of this Agreement in connection with your affiliate activities, including any claim arising from advice or representations you made in violation of Section 2.
The Affiliate Program is not a guarantee of income. Your results depend on factors outside the Company's control, including your own effort and the market. The Company makes no representation about how much, if anything, you will earn as an affiliate.
You may not assign, transfer, sell, or share your affiliate account, affiliate code, or any rights under this Agreement without the Company's prior written consent; any attempt to do so is void. The Company may assign this Agreement, without your consent, in connection with a merger, acquisition, or sale of all or substantially all of the business to which this Agreement relates.
Registered Agents Inc. and any other third-party fulfillment partner named in this Agreement or Schedule A is not a party to this Agreement. You have no rights against, and may not bring any claim against, a fulfillment partner under this Agreement. The Company may change its fulfillment partners, its product lineup, or its pricing at its own discretion, and Schedule A will be updated accordingly under Section 3(f).
The affiliate dashboard and Affiliate Program are provided "as is," without any warranty that they will be uninterrupted, error-free, or that referral tracking will never fail. To the maximum extent permitted by law, the Company's total liability to you arising out of or related to this Agreement or the Affiliate Program will not exceed the total commissions actually paid to you in the three (3) months before the event giving rise to the claim, and the Company will not be liable for lost profits or any indirect, incidental, special, or consequential damages. The Company is not liable for any delay in payment or performance caused by circumstances beyond its reasonable control, including an outage or failure of a payment processor or fulfillment partner.
This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this Agreement or the Affiliate Program will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Florida. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Any arbitration will proceed only on an individual basis; you and the Company each waive any right to bring or participate in a class, collective, or representative action, and waive any right to a jury trial. Any affiliate who initiates litigation or arbitration against the Company in connection with this Agreement or the Affiliate Program agrees to pay the Company's reasonable attorney's fees and costs incurred in defending the matter, as they are incurred.
The Company may update this Agreement from time to time. Material changes will be reflected in a new version number. Continued participation in the Affiliate Program after a material change constitutes acceptance of the updated Agreement. The Company will make reasonable efforts to notify enrolled affiliates of a material change using the email address on file. Any notice the Company is required or permitted to give you under this Agreement may be sent to that email address and is effective when sent.
This Agreement, together with the Company's Terms of Service, Privacy Policy, and Legal Disclaimer, constitutes the entire agreement between you and the Company regarding the Affiliate Program.