CanaryVolt Independent Sales Representative Agreement

This Independent Sales Representative Agreement ("Agreement") is between CanaryVolt LLC ("CanaryVolt," "we," "us"), 555 High St, Ste 9, Mount Holly, NJ 08060, and the person who signs it (the "Rep," "you"). It governs your work selling CanaryVolt subscriptions as an independent sales representative. Read it in full: you are agreeing to every section, and Schedule A sets the money.

1. Parties and appointment

We appoint you, and you accept appointment, as an independent sales representative for CanaryVolt subscriptions, on these terms:

• Non-exclusive. We may appoint other representatives and sell directly, anywhere. You may take other work, including other sales work, as long as it does not conflict with §3, §4, or §7.
• No territory. We assign no territory to you or to anyone else. Our house list is assigned one company at a time through the CRM so that two representatives do not call the same account.
• No minimums. There is no quota, no minimum activity, no draw, and no fee to be a representative.
• Worldwide, on your responsibility. You may sell anywhere we sell. You are responsible for knowing and following the telemarketing, email, privacy, and recording law of every place you call or write to, and of the place you work from.

2. Independent contractor

• Not employment. You are an independent contractor. Nothing here creates an employment, partnership, joint-venture, franchise, or agency relationship. You are not entitled to wages, overtime, benefits, insurance, workers' compensation, or unemployment coverage from us.
• No authority to bind us. You cannot sign for us, change our prices or terms, extend credit, make commitments on our behalf, or accept money for us. Customers buy from us directly, on our published terms and at our published prices.
• Your own tools and expenses. You supply your own phone, computer, headset, internet connection, and workspace, and you pay your own costs. We supply the CRM, the house list, and the sales materials.
• Your own hours and method. You decide when, where, and how you work, within the rules in §3.
• Your own taxes. You are responsible for every tax on what we pay you. Before we pay you anything you will complete payout setup with our contractor-payments provider, including a Form W-9 (or the local equivalent outside the United States). We report payments as the law requires — in the United States, on Form 1099. We do not collect or store your tax identification number or bank details ourselves; the payments provider does.

3. What you do, and what you must not do

What you do. You make outbound calls and send email to businesses that run sales teams, present CanaryVolt honestly, book meetings, and record every outcome in the CRM we provide.

Honest claims only. You may say only what the product actually does and what our website actually says. Nothing invented, nothing promised that is not built, no guarantees of results. If you are not sure whether something is true, ask us before you say it.

Comply with telemarketing and email law. In the United States this includes the Telephone Consumer Protection Act, the FTC's Telemarketing Sales Rule, state telemarketing and do-not-call laws, and CAN-SPAM; elsewhere, the local equivalents. In particular:

• honor every do-not-call and do-not-email request, including every one logged in the CRM, immediately and permanently;
• no robocalls, no autodialers, no prerecorded or artificial-voice messages, and no text-message campaigns;
• businesses only: never call or email consumers, and never call a number you know to be personal;
• call only during the hours the law allows where the other person is;
• identify yourself, CanaryVolt, and the purpose of the call at the start.

Recording. Do not record or transcribe a call except where the law of every place involved allows it and every party has agreed. If you use CanaryVolt on your own calls, the consent rules in our Terms of Service apply to you.

Represent, never impersonate. You say that you are an independent sales representative for CanaryVolt. You never pose as a CanaryVolt employee, as an employee of the customer, or as anyone else.

4. Leads and confidentiality

• The house list is ours. The companies and contacts we assign to you, and everything in the CRM that you did not bring yourself, are our confidential information and remain our property. You may use them only to sell CanaryVolt under this Agreement.
• No export, no sharing. You will not copy, export, scrape, photograph, or otherwise take the house list or any part of it out of the CRM, and you will not share it with anyone or use it for anything else, during or after this Agreement.
• Your own contacts stay yours. Contacts you load into the CRM as your own book remain yours. Loading them changes nothing about who owns them, and we will not assign them to another representative.
• Other confidential information. Pricing that is not public, product plans, customer information, and anything we mark confidential is confidential. You will keep it that way.
• On termination. You stop using the house list and our confidential information, delete any copies you hold, and return anything of ours on request.

5. Commission

• The rate. Your commission is set in Schedule A: a share of the subscription revenue we receive, at the seat price stated there.
• Earned only on revenue we receive. Commission is earned only on subscription payments we actually receive from an account that you closed and that is recorded as won under your name in the CRM. No commission is earned on trials, on unpaid invoices, on taxes or payment-processing fees, or on an account that is disputed between representatives until we resolve the dispute.
• Recurring. Commission is earned each month the account stays paid, for as long as this Agreement is in force, and then as §6 provides.
• Refunds and chargebacks. If a payment is refunded or charged back within 60 days of the date we received it, the commission earned on that payment is reversed and deducted from your next payout.
• Payment. We pay monthly, by direct deposit, through our contractor-payments provider, for commission earned in the previous month. Nothing is paid until you have completed payout setup with that provider; commission earned before then accrues and is paid in the first payout after setup is complete. Calling and everything else in the CRM is not blocked by payout setup.
• Statements. Each payout comes with a statement listing every account it came from. If you think a statement is wrong, tell us in writing within 60 days of the statement date and we will look at it together.

6. Term and termination

• Term. This Agreement starts when you sign it and continues until one of us ends it.
• Without cause. Either of us may end this Agreement for any reason with 14 days' written notice. Email to the address on your account, or from you to reps@canaryvolt.com, is written notice.
• For cause. We may end this Agreement immediately, by written notice, if you make dishonest claims about the product or about us, violate telemarketing, email, privacy, or recording law in your work for us, misuse the house list or our confidential information, pose as our employee or anyone else's, or otherwise breach this Agreement and do not cure the breach within 7 days of our notice.
• The tail. After a termination without cause, accounts you closed while this Agreement was in force keep paying commission under §5 for 3 months after the termination date. After a termination for cause, no commission is paid for any period after the termination date.
• What survives. Sections 4, 5 (for commission earned and for the tail), 7, 8, 9, 10, 11, and 12 survive termination.

7. Non-solicitation

For 12 months after this Agreement ends, you will not solicit any account that you closed through us to cancel or reduce its CanaryVolt subscription, or to replace it with a competing product. This is limited to those accounts; it does not restrict you from working for anyone else or from selling other products.

8. Intellectual property and use of our name

• We own the CanaryVolt product, the CRM, the sales materials, the website, and the CanaryVolt name, logo, and branding. Nothing here transfers any of it to you.
• You may use the CanaryVolt name and the materials we supply only to sell under this Agreement, and only in the form we supply them. No modified logos, no domains, email addresses, or social-media accounts that use our name, and no marketing material of your own carrying our name without our written approval.
• Any right to use our name or materials ends with this Agreement.

9. No warranties, limitation of liability, indemnity

• No warranties. The CRM, the house list, and the sales materials are provided "as is" for your use as a representative. We do not promise that the list is accurate or current, that the CRM will be available without interruption, or that you will earn any particular amount.
• Limitation of liability. To the maximum extent the law allows, neither of us is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits, and our total liability to you under this Agreement will not exceed the commission we paid you in the 12 months before the claim arose.
• Indemnity. You will indemnify, defend, and hold harmless CanaryVolt LLC and its officers, members, and agents from any third-party claim, and the resulting damages, penalties, and reasonable legal fees, arising out of your violation of §3, your violation of any law in your work for us, or any claim you made about the product that we did not authorize.

10. Governing law and disputes

This Agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-laws rules. Disputes will be resolved in the state and federal courts located in Burlington County, New Jersey, and each of us consents to the jurisdiction of those courts.

11. Electronic signature and records

• You sign this Agreement by typing your full name, as it appears on your account, into the rep app and choosing Sign. That typed name is your electronic signature, and you intend it to bind you the same way a handwritten signature would.
• You agree to do business with us electronically: this Agreement, its Schedule, statements, and notices may be delivered and kept in electronic form.
• We keep a record of each signature: the version of this Agreement you signed, the name you typed, the time, and the network address the signature came from. You can read and print the current version at any time at canaryvolt.com/rep-agreement.html and inside the rep app.
• You may withdraw your consent to electronic records by writing to reps@canaryvolt.com. Because this relationship is run electronically, withdrawing consent ends this Agreement as a termination without cause under §6.

12. Entire agreement, changes, and notices

• Entire agreement. This Agreement, with Schedule A, is the entire agreement between us about your work as a representative. Our Terms of Service and Privacy Policy govern your use of the CanaryVolt apps and account as they do for any user, and nothing here changes them.
• Changes. We may publish a new version of this Agreement. A new version takes effect for you only when you sign it, and you will need to sign it before working further house leads. Until you do, the version you signed governs.
• Notices. Notices to you go to the email address on your account. Notices to us go to reps@canaryvolt.com or to CanaryVolt LLC, 555 High St, Ste 9, Mount Holly, NJ 08060.
• Assignment. You may not assign this Agreement. We may assign it in connection with a merger, acquisition, or sale of assets.
• The rest. If any provision is unenforceable, the rest remain in effect. A failure to enforce a provision is not a waiver of it.

Schedule A — Commission

• Seat price: US $79 per seat per month.
• Your share: 20% of the subscription revenue we receive from each account you closed, every month that account stays paid.

For example: an account with 10 seats at US $79 pays us US $790 a month, and pays you US $158 a month for as long as it stays.

The schedule in force is the one displayed when you sign, and it is stored with your signature. If we change the schedule, that is a new version of this Agreement under §12.

Questions about this Agreement: reps@canaryvolt.com, CanaryVolt LLC, 555 High St, Ste 9, Mount Holly, NJ 08060.