Reseller Agreement

This Reseller Agreement ("Agreement") is entered into between SiteRelay, a sole proprietorship operated by Chris Ellington, organized under the laws of the Commonwealth of Virginia ("SiteRelay," "Company," "we," or "us"), and the individual or entity identified in the reseller application/onboarding record ("Reseller," "you," or "your"). By submitting a reseller application, accepting onboarding materials, or selling any SiteRelay package to a client, Reseller agrees to be bound by this Agreement.

1. Nature of the Relationship

1.1 Independent Contractor. Reseller is an independent contractor. This Agreement does not create an employment, partnership, joint venture, agency, or franchise relationship between SiteRelay and Reseller. Reseller has no authority to bind SiteRelay to any obligation, make representations on SiteRelay's behalf beyond what is expressly authorized in writing, or hold itself out as an employee or agent of SiteRelay.

1.2 No Buy-In; Commission Only. There is no cost to become a Reseller. Reseller pre-purchases no inventory, territory, license, or starter package, and pays SiteRelay nothing to join. The Client pays first, and Reseller's compensation is a commission/spread earned out of the Client's payment plus, where applicable, a residual share of a Client's periodic-care plan, as described in Section 8. Reseller is solely responsible for its own taxes, business licenses, insurance, and any employees or subcontractors it engages, and is not entitled to employee benefits of any kind from SiteRelay.

1.3 Not a Franchise. Nothing in this Agreement is intended to create, and this Agreement shall not be construed to create, a franchise relationship. Notwithstanding this statement of intent, SiteRelay and Reseller acknowledge that applicable law — not the parties' characterization — determines whether a franchise or business-opportunity relationship exists, and both parties agree to cooperate in good faith to restructure any term found by counsel or a regulator to inadvertently create such a relationship.

2. Scope of Authorization

2.1 License to Sell. Subject to this Agreement, SiteRelay grants Reseller a non-exclusive, non-transferable, revocable right to market and sell SiteRelay website/Digital Business Twin packages to local service-business clients ("Clients") in accordance with SiteRelay's then-current program materials, pricing guidance, and sales/marketing guidelines.

2.2 No Sub-Reselling. Reseller may not appoint sub-resellers or otherwise delegate its rights under this Agreement without SiteRelay's prior written consent.

2.3 Compliance with Program Materials. Reseller agrees to use only current, approved sales materials, scripts, and claims provided or approved by SiteRelay, and not to modify them in a way that creates inaccurate or unsubstantiated claims about the product or about potential earnings (see Section 6).

3. Intellectual Property

3.1 Company IP. SiteRelay retains all right, title, and interest in and to the SiteRelay platform, software, website templates, design systems, brand assets, sales materials, methodologies, and all other underlying technology and content (collectively, the "Platform"). No ownership interest in the Platform is transferred to Reseller under this Agreement.

3.2 Limited License. Reseller's license under Section 2.1 is limited solely to marketing and selling SiteRelay packages to Clients and does not include any right to copy, modify, reverse-engineer, white-label as Reseller's own proprietary technology, or resell the Platform itself independent of a SiteRelay-delivered Client engagement.

3.3 Client Deliverables. As between SiteRelay and Reseller, ownership and license terms for the specific website and content delivered to a Client are governed by the Terms of Service and the order/scope agreed with that Client. Generally: the Client receives a right to use its own completed deliverable for its business; SiteRelay retains ownership of the underlying Platform, templates, and reusable components; Reseller obtains no independent ownership interest in either the Platform or any individual Client's deliverable by virtue of having sold it.

3.4 Trademarks. Reseller may use the SiteRelay name and approved marks solely as necessary to market SiteRelay packages under this Agreement, subject to SiteRelay's brand guidelines, and only for the duration of this Agreement.

4. Client Approval-of-Record Requirement (Mandatory)

4.1 Reseller's Obligation. Before any Client website, AI receptionist preview, or related content goes live publicly, Reseller must obtain the Client business owner's (or the owner's authorized representative's) written approval of all content, claims, emergency/urgency language, and functionality to be published ("Approval of Record"). Approval of Record is the official record of the Client's authorization to launch and must be obtained and retained by Reseller for every Client engagement.

4.2 No Launch Without Approval. Reseller shall not direct or permit any Client site to be made publicly live without first securing Approval of Record. Reseller must be able to produce evidence of Approval of Record (e.g., a signed form, an approval email, or an in-platform approval confirmation) to SiteRelay upon request.

4.3 Consequence of Non-Compliance. Launching, or directing the launch of, a Client site without Approval of Record is a material breach of this Agreement and may result in immediate suspension or termination under Section 9, in addition to any liability Reseller may bear to the Client or third parties as a result.

5. Indemnification

5.1 By Reseller. Reseller shall indemnify, defend, and hold harmless SiteRelay and its officers, employees, contractors, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Reseller's own acts, omissions, or misconduct; (b) any representation, promise, or claim made by Reseller to a Client or prospective Client that is not authorized by SiteRelay's approved program materials, including any violation of the Earnings-Claim Prohibition in Section 6; (c) Reseller's failure to obtain Approval of Record as required by Section 4; (d) Reseller's violation of this Agreement or applicable law; or (e) any dispute between Reseller and a Client arising from Reseller's sales conduct, pricing representations, or service commitments made by Reseller beyond what SiteRelay itself delivers.

5.2 Survival. This Section 5 survives termination or expiration of this Agreement.

6. Earnings-Claim Prohibition (Mandatory, Binding on Reseller)

6.1 No Income Representations. Reseller shall not state, imply, suggest, or in any way represent to any prospective reseller, Client, or member of the public any of the following, whether orally, in writing, in advertising, on social media, or otherwise ("Prohibited Claims"):

• Guaranteed income or guaranteed earnings of any kind;
• That the reseller opportunity or the Client product provides "passive income";
• That participation will allow anyone to "quit your job";
• Promises of "six figures" or any other specific income figure or income range, whether as a guarantee or as a typical/implied result;
• That the business or product runs on "autopilot";
• That "the AI does everything" or that the product eliminates the need for the reseller or Client to do sales, marketing, or operational work;
• That customers, leads, or clients are supplied automatically to the reseller or to Client businesses;
• That "no selling is required" to succeed as a reseller or to grow a Client's business;
• Any other representation that the SiteRelay opportunity or product guarantees or is likely to produce a specific financial outcome.

6.2 Honest Framing Required. Reseller shall represent the program accurately: SiteRelay removes technical complexity involved in building and operating a website and related tools. It does not remove the need to sell. The reseller owns the relationship with, and the responsibility for, prospecting, pitching, and closing Clients. Reseller may not represent otherwise.

6.3 Consequence. A violation of this Section 6 is a material breach of this Agreement and grounds for immediate termination under Section 9, without opportunity to cure, in addition to any indemnification obligations under Section 5 and any liability Reseller may have to regulators or third parties.

6.4 Approved Disclaimer Language. Reseller must include SiteRelay's then-current approved earnings disclaimer (see the Disclosures page) on any public-facing recruiting or sales material Reseller creates, unless SiteRelay provides the material pre-populated with such disclaimer.

7. Confidentiality

7.1 Reseller agrees to keep confidential any non-public business, technical, pricing, or process information disclosed by SiteRelay ("Confidential Information"), and to use it solely to perform under this Agreement.

7.2 This obligation does not apply to information that is or becomes publicly available through no fault of Reseller, was already lawfully known to Reseller without confidentiality obligation, or is required to be disclosed by law (in which case Reseller will give SiteRelay prompt notice where legally permitted).

7.3 This Section 7 survives termination of this Agreement for a period of [confidentiality survival period — TBD].

8. Fees, Pricing, and Payment

8.1 Reseller compensation structure (e.g., margin, commission, or wholesale pricing to Reseller) is set out in a separate pricing schedule provided by SiteRelay and incorporated by reference: ⟨PRICE_RESELLER_COMMISSION⟩.

8.2 Reseller is solely responsible for setting and collecting its own retail pricing to Clients, subject to any minimum-price or program-integrity guidelines SiteRelay may issue from time to time.

9. Term and Termination

9.1 Term. This Agreement begins on the date Reseller is accepted into the program and continues until terminated as provided below.

9.2 Termination for Convenience. Either party may terminate this Agreement for any reason on [termination notice period — TBD] days' written notice.

9.3 Termination for Cause. SiteRelay may terminate this Agreement immediately, without notice or cure period, if Reseller: (a) violates the Earnings-Claim Prohibition in Section 6; (b) fails to obtain Approval of Record as required by Section 4; (c) engages in fraudulent, deceptive, or unlawful conduct in connection with the program; or (d) otherwise materially breaches this Agreement and fails to cure within [cure period — TBD] days of written notice, where cure is possible.

9.4 Effect of Termination. Upon termination, Reseller's license under Section 2.1 immediately ends, and Reseller must cease all use of SiteRelay marks, materials, and Platform access. Sections 3, 5, 6, 7, 10, and 11 survive termination.

10. Compliance with Law

10.1 Reseller shall comply with all applicable federal, state, and local laws in connection with its activities under this Agreement, including but not limited to FTC rules on endorsements, testimonials, and business opportunities, applicable advertising and consumer-protection laws, and any state-specific business-opportunity or seller-assisted-marketing-plan statutes that may apply to this program.

10.2 As flagged above, SiteRelay and Reseller acknowledge that counsel has not yet completed a determination of whether this program is subject to the FTC Business Opportunity Rule or state equivalents. This Agreement, and the program it governs, remain subject to revision based on that determination.

11. General Provisions

11.1 Independent Contractor Insurance/Liability. Reseller is encouraged to maintain its own general liability and/or errors-and-omissions insurance appropriate to its sales activities. Specific insurance requirements, if any, are: [insurance requirement — TBD].

11.2 Assignment. Reseller may not assign this Agreement without SiteRelay's prior written consent. SiteRelay may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets.

11.3 Governing Law. This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-law principles.

11.4 Entire Agreement. This Agreement, together with any pricing schedule and program materials incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes prior discussions.

11.5 Amendment. SiteRelay may update program materials and policies from time to time; material changes to this Agreement itself will be provided to Reseller in writing and, where required by law, with advance notice.

11.6 Severability. If any provision of this Agreement is found unenforceable, the remaining provisions remain in full force and effect.