Sales Agent Agreement

Draft. This policy is under legal review and may change.

Last updated: [EFFECTIVE_DATE] Version 1.0

In short: You are an independent contractor who refers pros to CSI using your own promo code, not an employee or agent of CSI. You earn a fixed commission, and sometimes a small percentage of a referred pro's first Pro Elite payment, but only once that pro's $85 registration fee has been paid, is at least 45 days old, and has not been refunded, reversed or disputed. CSI pays eligible commission every two months. If a registration you referred is later disputed or charged back, CSI can deduct the commission from a future payout or ask you to repay it. You must follow anti-spam and telemarketing law, describe CSI accurately, never refer yourself or create fake sign-ups, and keep pros' information confidential. Either side can end this Agreement at any time; commission you already earned is still paid, after the usual holds. Disputes go to individual arbitration in Florida, not a class action. This summary is not part of the binding terms below.

1. The parties and acceptance

1.1. This Sales Agent Agreement ("Agreement") is between CSI ELITE SERVICES, LLC, a Florida limited liability company, 604 Banyan Trl, Boca Raton, FL 33481, USA (mailing: PO Box 812332) ("CSI", "we", "us"), and the individual or business who accepts it ("Salesperson", "you").

1.2. You accept this Agreement the first time you log in to the salesperson dashboard, by ticking a checkbox that links to this Agreement. If you do not agree, do not log in to or use the salesperson dashboard.

1.3. Words defined in the Terms of Service (such as "Pro", "Pro Elite" and "Registration Fee") have the same meaning here unless this Agreement defines them differently.

2. Independent contractor, not an employee

2.1. You are an independent contractor. You are not CSI's employee, worker, partner, joint venturer or franchisee, whether under this Agreement or any other arrangement between you and CSI.

2.2. You receive no employee benefits of any kind from CSI, including health insurance, retirement contributions, paid leave, workers' compensation or unemployment insurance. CSI does not withhold income tax, social security or any other payroll tax from your commission.

2.3. You are solely responsible for all taxes on commission you receive, and for your own business expenses, licences and insurance. Section 16 covers tax forms.

2.4. You decide how, when and where you refer prospective pros to CSI, subject to Section 4. CSI does not set your hours, require exclusivity, or direct your day-to-day activity.

3. Appointment and authority

3.1. CSI appoints you, on a non-exclusive basis, to refer prospective pros to the Platform using your promo code. CSI may appoint any number of other salespeople, sell directly, or run its own marketing, at any time.

3.2. You have no authority to bind CSI. You may not make any promise, representation, warranty or commitment on CSI's behalf, agree to any term with a prospective pro, sign any document for CSI, or hold yourself out as CSI's employee or agent. You may describe CSI's plans, pricing and features only using the current descriptions CSI makes available to you in the salesperson dashboard or in writing, and you must not alter them.

4. How you may promote CSI

4.1. Accurate description only. You must describe CSI, its plans, pricing, the Registration Fee and Pro Elite accurately and only using CSI's current approved descriptions. You must not promise a number of leads, jobs, income or results, and must not say anything about CSI that CSI has not approved.

4.2. Anti-spam and telemarketing law. You must comply with the US CAN-SPAM Act and the Telephone Consumer Protection Act (TCPA) and equivalent laws wherever you promote CSI, including: not sending unsolicited commercial email without the required disclosures and opt-out; and not sending text messages or making automated or prerecorded calls to a prospective pro without their prior consent as the law requires.

4.3. No misrepresentation. You must not impersonate CSI, use deceptive subject lines, domains or caller ID, or mislead a prospective pro about who is contacting them or why.

4.4. No self-referrals or fake sign-ups. You must not use your own promo code for your own account, an account of a family member or household member, or any account you control; create or help create a fake, duplicate or sham pro registration; or pay or encourage anyone to register as a pro only to generate commission.

4.5. Your promo code is personal to you. It is non-transferable. You must not share it for anyone else to use as their own, sell it, or let another person pose as you when using it.

5. Commission

5.1. For each Qualifying Registration (Section 6) attributed to your promo code, you earn: (a) the fixed commission amount shown in your salesperson dashboard or commission schedule at the time of the registration; and (b) if your dashboard or schedule states a percentage, that percentage of the first Pro Elite payment the referred Pro makes, once that payment is captured by CSI.

5.2. Your commission amounts and any percentage are set out in your salesperson dashboard or in a written commission schedule CSI gives you, and may differ between salespeople and between promo codes.

5.3. Commission is earned only as described in this Agreement. You are not owed commission for a registration that does not become a Qualifying Registration, or for any amount a Pro pays CSI other than the Registration Fee and, where a percentage applies, the Pro's first Pro Elite payment.

6. Qualifying Registration

6.1. A pro's registration qualifies for commission (a "Qualifying Registration") only when all of the following are true: (a) the Pro's Registration Fee was captured (actually paid) by CSI; (b) at least 45 days have passed since the Registration Fee was captured; and (c) the Registration Fee has not been refunded, reversed or disputed (including a chargeback) at any time up to and including the date CSI calculates the payout.

6.2. Waived fees earn no commission. If CSI waives the Registration Fee for a Pro under the Pro Terms, that registration is not a Qualifying Registration and earns no commission, unless CSI's commission schedule for your specific promo code expressly states otherwise.

6.3. Commission entries move from pending to eligible automatically once the conditions in Section 6.1 are met, and are included in the next payout run under Section 7.

7. Payouts

7.1. CSI calculates and pays eligible commission in payout runs every two months, covering all commission that became eligible during the period and had not previously been paid.

7.2. CSI pays you outside the Platform, by the payout method and to the payout details you provide and keep up to date. You are responsible for giving CSI correct and current payout details, and for any loss caused by incorrect details you provided.

7.3. CSI may withhold or delay a payout where CSI reasonably suspects fraud, a breach of this Agreement, or a pending dispute or chargeback affecting the commission, until the matter is resolved.

8. Clawback

8.1. If a Pro's Registration Fee or first Pro Elite payment is later refunded, reversed or disputed (including a chargeback), or if CSI determines that a registration was fraudulent, a self-referral, or otherwise did not meet Section 6, CSI may reverse the related commission.

8.2. CSI will recover a reversed commission first by deducting it from your next payout or payouts. If no future payout is due to you, or the amount still owed to CSI after deduction, CSI may invoice you for the shortfall, and you agree to repay it within 30 days.

9. Records and disputes about a payout

9.1. CSI's records of registrations, Registration Fee payments, Pro Elite payments, commission calculations and payouts are final, absent manifest error.

9.2. If you believe a payout statement is wrong, you must tell CSI in writing within 30 days of the statement being made available to you in the dashboard, describing the item you dispute and why. CSI will review and respond. A query raised after 30 days may be declined.

10. Changes to commission rules

CSI may change the commission amounts, percentages, the 45-day period, the payout schedule or other commission rules in this Agreement at any time, for Qualifying Registrations referred after the change, by giving you at least 15 days' notice (by email or in the salesperson dashboard). A change does not reduce commission already eligible or paid for registrations referred before the change took effect.

11. Term and termination

11.1. This Agreement starts when you accept it and continues until ended under this Section.

11.2. Either you or CSI may end this Agreement at any time, for any reason or no reason, by written notice (including email or a notice in the dashboard). CSI may also suspend or disable your salesperson dashboard access immediately if it reasonably believes you have breached Section 4, 6.2 or 14.

11.3. Effect of ending. Ending this Agreement stops new commission from accruing for registrations after the effective date. Commission you earned before that date, for registrations that are or become Qualifying Registrations, is still paid in the ordinary payout runs under Section 7, subject to the holds, clawback and query rights in Sections 6 to 9. Your promo code is deactivated once this Agreement ends, so no new registration can be attributed to it afterward.

12. Confidentiality

12.1. You may receive limited, non-public information about pros referred through your code: their business name, city and status (for example, whether their Registration Fee has been paid or their documents approved). You must keep this information confidential, use it only to track your own referrals and commission, and not disclose it to anyone else or use it for any other purpose.

12.2. You must also keep confidential any non-public information CSI gives you about its business, pricing, commission schedules, systems or plans, and not use it except to perform this Agreement.

12.3. These confidentiality obligations continue after this Agreement ends.

13. Trademarks and materials

You may use CSI's name, logo and marketing materials only in the form CSI provides them to you in the salesperson dashboard, and only to promote CSI as permitted by this Agreement. You must not alter them, combine them with other branding in a way that implies partnership beyond this Agreement, or use them after this Agreement ends.

14. Indemnity

You will defend, indemnify and hold harmless CSI and its members, managers, officers, employees, agents, successors and assigns from all claims, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or connected with: your promotional activity, including any violation of CAN-SPAM, the TCPA or similar law; any misrepresentation you make about CSI; any self-referral or fake registration; your breach of this Agreement; and your own taxes, licences or compliance with law.

15. Limitation of liability

To the extent the law allows, CSI's total liability to you under this Agreement, for any claim arising out of or connected with it, will not exceed the greater of US$500 or the commission CSI paid you in the 12 months before the event giving rise to the claim. CSI is not liable to you for lost profits, lost opportunity or any indirect, incidental, special or consequential damages. Nothing in this Section limits CSI's obligation to pay commission you have actually earned under Sections 5 to 9.

16. Taxes and tax forms

16.1. US Salespeople. If you are a US person for tax purposes, you must give CSI a completed Form W-9 before your first payout. CSI will issue you a Form 1099-NEC for each calendar year in which your commission meets the IRS reporting threshold.

16.2. Non-US Salespeople. If you are not a US person for tax purposes, you must give CSI a completed Form W-8BEN (or the form that applies to you) before your first payout, and keep it current.

16.3. CSI may withhold a payout until a required tax form has been received, and may withhold tax from your commission where the law requires it.

17. Governing law and dispute resolution

17.1. This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws rules.

17.2. Individual arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Palm Beach County, Florida. Judgment on the award may be entered in any court with jurisdiction. Either party may bring an individual claim in small claims court if it qualifies, or seek temporary or preliminary injunctive relief in court to stop an ongoing breach of Section 12, 13 or 14 or to preserve the status quo while arbitration is pending.

17.3. Class waiver. You and CSI may each bring a claim against the other only in an individual capacity, and not as a plaintiff or class member in any class, collective or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any class or representative proceeding.

18. General

18.1. Entire agreement. This Agreement, together with any commission schedule or dashboard terms it refers to, is the entire agreement between you and CSI about the salesperson programme, and replaces any earlier discussion or agreement about it.

18.2. No assignment. You may not assign or transfer this Agreement or your promo code. CSI may assign this Agreement in connection with a merger, sale of assets or reorganisation.

18.3. Severability. If any part of this Agreement is found unenforceable, the rest remains in effect.

18.4. No waiver. CSI's failure to enforce a right under this Agreement is not a waiver of that right.

18.5. Notices. Notices to CSI go to info@csieliteservices.com. Notices to you go to the email address on your salesperson account.