Distributor Agreement

This agreement is made and entered into between "Distributor" (you) and "Company" (The Movement). The Company and Distributor may be referred to in this Agreement individually as a "Party" and collectively as the "Parties." The agreement's "Effective Date" is the date where Distributor pays their initial buy-in fee and receives their acceptance email from the Company.

WHEREAS, through the expenditure of considerable time, effort and money, the Company has developed a unique expertise and platform for establishing and operating businesses specializing in offering promotions to local retail shops and restaurants (the "Distributor Business"). In support of the Distributor Business, Company has developed trade secrets, proprietary and other confidential information, standards, specifications, trademarks and/or service marks, which are intended to create, promote and maintain a uniform image of high quality products and services associated with the Distributor Business (hereinafter, as amended, modified or supplemented from time to time, being sometimes referred to as "Company's Methods").

WHEREAS, Distributor desires to operate the Distributor Business, to market the Company's products and services and use the Company's Methods in the Territory (as defined below).

NOW, THEREFORE, in consideration of the covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties, the parties do covenant, agree, represent, warrant, acknowledge and stipulate as follows:


1. Appointment
Distributor acknowledges that by executing this Agreement and paying the applicable initial buy-in fee, they are purchasing the opportunity to establish a business selling the Company's products and services. The Company, in granting this opportunity to the Distributor is relying upon the Distributor's agreement to operate consistently its business operation and affairs in accordance with Company's Methods and such other controls that Company imposes upon its Distributors on an ongoing basis in order to enhance the demand for the Company's products and services, ensure a high quality of customer service, and enhance the image associated with the Company's Distributor program. As a result, Distributor acknowledges and agrees that its primary responsibility under this Agreement is to operate its business in accordance with the Company's Methods and to otherwise adhere to the Company's standards, specifications and operating procedures and, as a Distributor, to do so even though there may be situations during the term of this Agreement when Distributor may not always agree with the Company's Methods or other operational aspects of Company's Distributor program.



2. Opportunity
a. Grant. Subject to the terms and conditions of this Agreement and all related agreements, Company hereby grants to Distributor the right to operate a business selling the Company's products and services and to use the Company's Methods, as Company may change, improve, modify or further develop from time to time. The grant of rights under this Agreement is limited to the geographic territory (the "Territory") specified in Section 5.

b. Acceptance of Opportunity. Distributor hereby accepts the right and opportunity herein granted and agrees to operate their business in accordance with the provisions of this Agreement including, without limitation, devoting all of its attention and effort and its business activities to the best of its ability to develop and promote the Company and Company products and services within their Territory. Distributor understands and agrees that its operation of their business must strictly comply with the Company's Methods and that it must offer the products and services specified by Company and may not offer products or services except with Company's consent.

c. Reservation of Rights. Nothing herein is intended to be construed so as to grant Distributor any right, title or interest in or to the Company's Methods, the Company products or services or the proprietary or confidential information or goodwill of Company, except such rights as may be specifically granted herein. Distributor understands and agrees that their opportunity to be a Distributor does not preclude Company from operating or extending opportunities to others to operate businesses utilizing the Company's Methods so long as it does not violate Distributor's rights as specified herein. Consistent with Section 5 herein, the aforementioned opportunity grants Distributor a limited exclusive area to operate their business in the Territory and, as such, Company may (i) own, operate, purchase or in any manner authorize the operation of another Distributor at any location outside the Territory; (ii) operate or grant others the right to operate a Distributor Business on terms and conditions Company deems appropriate; (iii) develop, license, market and sell, under the Company's trademarks or logotypes, or under other trademarks or logotypes, the Company's products and services through similar or dissimilar channels of distribution, pursuant to terms and conditions Company deems appropriate; (iv) develop and establish other Distributor programs for the same or similar products utilizing the Company or similar trademarks, service marks or logotypes or other marks not now or hereafter designated as part of the Company's Methods and to grant Distributor Businesses in connection there without providing the Distributor any right therein; (v) upon the termination or expiration of this Agreement, offer and sell within the Territory (either by itself or through Distributors) the Company products and services which this Agreement contemplates Distributor will offer and sell.

d. Acknowledgement. Distributor acknowledges and agrees that Company shall have the right, now or in the future, to purchase, merge, acquire or affiliate with an existing competitive or noncompetitive distribution network, chain or any other business regardless of the location of that chain's or business' facilities, and to operate, franchise or license those businesses and/or facilities. Further, Distributor understands and agrees that the Company's Methods must not remain static if it is to meet (without limitation) presently unforeseen changes in technology, competitive circumstances, demographics, populations, consumer trends, and other marketplace variables, and if it is to best serve the interests of Company and Distributor. Accordingly, Distributor expressly understands and agrees that Company may from time to time (i) change the components of the Company's Methods including, but not limited to, altering the products, services, methods, standards, policies and procedures of the Company's Methods, (ii) add to, delete from or modify those products, programs and services which the Distributor Business is authorized and required to offer, and (iii) change, improve, modify or substitute the Company trademarks and logotypes. In effecting (i), (ii) or (iii) above, Company agrees not to place unreasonable burdens on Distributor. Distributor expressly agrees to comply with any such modifications, changes, additions, deletions, substitutions and alterations and, Distributor shall accept, use and affect any such changes or modifications to, or substitution of, the Company's Methods as if they were part of the Company's Methods at the time that this Agreement was executed. Except as otherwise provided herein, Company shall not be liable to Distributor for any expenses, losses or damages sustained by Distributor as a result of any of the modifications contemplated hereby.


3. Independent Contractor
As a Distributor you are a self-employed independent contractor deciding, among other things, your schedule, how much time you wish to devote to your business, your expenses and methods of operation. As an independent contractor you are not an employee, agent, franchisee, fiduciary or beneficiary of the Company. You acknowledge that as an independent contractor, you will have no rights or benefits that an employee of the Company may have nor will you make any claim to the contrary.



4. Compensation
Compensation for Distributor's efforts is described in Exhibit A.



5. Territory
a. Rights. Company appoints Distributor hereunder with respect to the sale of Company products and services to any purchasers whose principal place of business is located within Distributor's territory (the "Territory"), which begins with the immediate area surrounding an agreed-upon college or university. Prior to selling in any Territory, Distributor must receive written approval from Company to gain rights to sell in a specific Territory.

b. Best Efforts. Distributor shall use its best efforts to promote and sell the Company products and services to the maximum number of responsible customers in the Territory.

c. Sales Limited to Territory. Distributor shall not solicit business from any prospective purchaser with its principal place of business located outside the Territory. If Distributor receives any order from a prospective purchaser whose principal place of business is located outside the Territory, Distributor shall immediately refer that order to Company. Distributor shall not accept any such orders. Distributor may not deliver or tender (or cause to be delivered or tendered) any Company product or service outside of the Territory.

d. Modification of Territories. Company reserves the right, upon consultation with Distributor, to expand or reduce the Distributor's Territory at any time.


6. Distributor Duties
a. Distributor agrees to comply with all applicable requirements of federal, state and local laws, ordinances, administrative rules and regulations relating to Distributor's performance of the obligations under this agreement.

b. Distributor will not use any employees of Company or materials referencing Company that have not been approved by Company. Distributor will make no representations or warranties relating to the Company product or services.

c. Distributor will be identified as an authorized agent of Company only with respect to the Company products or services and will otherwise be identified as an independent business. Neither Party will make any express or implied agreements, guarantees, or representations or incur any debt in the name of or on behalf of the other Party.

d. Distributor will, at all times, maintain a professional appearance and will not perform any duties set forth in this Agreement, while intoxicated in any manner or under the influence of any illegal drug.

e. Distributor will not use deceptive, illegal, misleading or unethical practices and will not make any false or misleading representations with regard to the Company or Company products and services.

f. All costs and expenses incurred by Distributor (including by way of example only, telecom, travel, office, staff and payroll, merchant consumables including but not limited to window stickers and counter displays, legal, apparel, technology and platform related fees) and all other marketing and sales expenses will be borne by Distributor and will not be reimbursed by Company.

g. Distributor represents that no law or agreement with other parties that would prohibit Distributor from entering into this agreement with Company.


7. Company Obligations.
a. Company will compensate Distributor as described in Exhibit A attached hereto and incorporated herein by reference. This compensation may be amended by mutual agreement of the Parties.

b. Company will comply with all applicable requirements of federal, state, and local laws, ordinances, administrative rules, and regulations relating to Company's performance of its obligations under this Agreement.

c. Company may, but is not obligated to, provide and maintain personnel to adequately provide support with respect to its product and services.


8. Confidentiality.
a. Under this agreement, "Confidential Information" refers to any and all information of Company that has been disclosed to Distributor, which is designated in writing as confidential, proprietary, or secret or under the context of its disclosure ought to reasonably be considered as confidential. Confidential Information includes, but is not limited to, all information concerning Company's existing business, business systems, business plans and information systems, trade secrets, pricing information, identities of third party contractors, software, hardware designs, algorithms, user interface designs, architecture, class libraries, objects and documentation, network designs, know-how and any related intellectual and intangible property rights throughout the world, and also including any derivatives, improvements, enhancements or extensions to software conceived, reduced to practice, or developed before, during or after the term of this agreement by or for Company.

b. Distributor agrees to use all reasonable efforts to protect unauthorized use or distribution of Confidential Information and Distributor agrees to use at least the same degree of care to prevent disclosing to third parties the Confidential Information as Company uses to protect its own Confidential Information. Distributor further agrees not to disclose or permit any third-party access to the Confidential Information.

c. Company owns all right, title, and interest in and to all the Confidential Information. Except as explicitly stated in this agreement, Distributor is granted no license or conveyance of the Confidential Information or any intellectual property or intangible rights therein. Title to the Confidential Information shall remain solely with Company.

d. Distributor acknowledges and agrees that he will not compile, use, sell or otherwise distribute any lists containing Client Data other than as expressly permitted in this agreement. The foregoing restrictions on disclosure of Client Data will survive and continue in full force and effect indefinitely after the expiration or termination of this agreement. Distributor agrees and represents to Company that administrative, physical and technical safeguards will be used to preserve the integrity, confidentiality, and availability of all Client Data that is collected, received, transmitted, stored, used, and disclosed by Distributor.

e. Distributor will immediately notify Company in writing of all circumstances surrounding any possession, use, or knowledge of Client Data by any person or entity other than those authorized by this agreement. If Company should discover a security breach which impacts any Client Data or results in unauthorized third party disclosure or access to Client Data, Distributor agrees to immediately notify Company of such breach and provide reasonable assistance to and cooperate with Company in investigating the breach and Distributor agrees to provide the following information in writing to Company: (a) Identification of each Client who is the subject of the information that has been, or is reasonably believed by Distributor to have been accessed, acquired, or disclosed; (b) a brief description of the events; (c) date of the potential breach; (d) date of discovery; (e) type of information involved; and (f) any preliminary steps taken to mitigate the damage.

f. Upon termination of this agreement, Distributor will cease all use of the Confidential Information and will immediately destroy all such Confidential Information in his or her possession. Distributor will certify destruction upon written request from Company. Confidential information shall be destroyed by shredding, erasing, or otherwise modifying the data to make it unreadable or undecipherable through any means.

g. Distributor agrees that any unauthorized use or disclosure of the Confidential Information in a manner inconsistent with the terms of this agreement may cause Company irreparable damage for which remedies other than injunctive relief may be inadequate. Accordingly, if Distributor discloses or uses (or threatens to disclose or use) any Confidential Information in breach of the protections hereunder, then Company will have the right, in addition to any other remedies, to seek injunctive relief to enjoin such acts.


9. Term.
This agreement will commence on the Effective Date and will continue in full force and effect until terminated by either Party.


10. Termination.
Either Party may immediately terminate this agreement for convenience upon notice to the other Party. Upon termination of this Agreement, Distributor will immediately: (a) discontinue any and all uses of Client Data; (b) destroy any and all Client Data and other Confidential Information; (c) cease representation, in any manner, as a Distributor of Company; (d) help ensure that all merchants that are assigned to Distributor are reassigned to other Distributor(s) at Company's sole discretion, in the most professional manner and with as little disruption as possible; and (e) no longer receive compensation by Company.

If Distributor breaches agreement for any reason, in lieu of terminating this agreement, Company has sole discretion to maintain the agreement with Distributor. In such circumstances, Company maintains sole discretion to terminate agreement with Distributor for said breach at any time in the future unless otherwise agreed upon in writing by Company to Distributor.


11. Non-Solicitation.
In recognition of the support to be provided to Distributor, including access to Confidential Information, for the term of this agreement and thereafter for a period of 3 years following termination or expiration of this agreement, Distributor shall not contact or use Company's customers, merchants and businesses, Distributors or personnel in any way except for the benefit of Company and with its express written approval.


12. Non-Disparagement.
The Company and Distributor agree that, at all times during the Term and following the Date of Termination, they shall use reasonable and good faith efforts to ensure that neither party engages in any vilification of the other, and shall refrain from making any false, negative, critical or disparaging statements, implied or expressed, concerning the other, including, but not limited to, management style, methods of doing business, the quality of products and services, role in the community, or treatment of employees. The parties further agree to do nothing that would damage the other's business reputation or good will and agree to compensate the other party if they breach this provision.


13. Indemnification.
Distributor will, at all times, defend, indemnify and hold harmless Company, its officers, directors, successors and assigns (collectively, "Company Indemnified Parties") from and against, and pay and reimburse the Company Indemnified Parties for, any and all liabilities, obligations, losses, damages, out-of-pocket costs or expenses arising out of or relating to claims of third parties with respect to (a) any alleged act or omission of Distributor in the performance of the activities contemplated hereby or any failure by Distributor to abide by any of the obligations set forth herein; (b) Distributor's failure to comply with all applicable laws; and (c) Distributor's gross negligence or willful misconduct under this Agreement. Further, Distributor acknowledges and agrees that the Company is a separate legal entity from the larger consumer social network platform, and hereby agrees to indemnify and hold harmless the larger social network and its officers, directors, successors from any liabilities, obligations, losses, damages, out-of-pocket costs or expenses arising out of or relating to claims from Distributor as well as from third parties.


14. Transfer
a. Right of First Refusal
i. Notification of Offer. Distributor shall promptly notify Company in writing if Distributor, or any Person with an interest in Distributor, receives and desires to accept any bona fide offer to purchase all or any part of his or its interest in the Distributor Business or in Distributor, and the transfer would

1. result in a change in control of Distributor or of the Distributor Business, or
2. constitute a transfer of any interest held by a Person controlling Distributor or of the Distributor Business.

ii. Company's Right of First Refusal. Within 30 Business Days' after receiving notice of an offer from Distributor, Company may exercise this right of first refusal to buy from Distributor, or from the Person with the interest in Distributor, the interest subject to the proposed transfer on the same terms and conditions offered by the third party (except that Company or its designee shall be entitled to receive the representations and warranties customary to the sale of a similarly sized business and shall not be responsible for the payment of any broker commission or other transactional fee), by sending written notice to Distributor or the Person with the interest in Distributor, of Company's intent to exercise this right of first refusal.

iii. Expiration of Option. If within 30 Business Days of giving notice to Distributor or the Person with the interest in Distributor, Company has not entered a binding agreement to buy the interest subject to the proposed transfer, Distributor, or the Person holding the interest in Distributor, may offer the interest to the original offeror or to any other third party, free from Company's right of first refusal.

b. Transfer by Company. Company may freely and fully transfer its interests under this agreement, to inure to the benefit of the transferee or other legal successor to Company's interests.

c. Transfer by Distributor.
i. Acknowledgement of Personal Nature of Agreement. Distributor acknowledges that the rights and duties created by this Agreement are personal to Distributor (or its shareholders or partners if Distributor is a corporation or partnership), and that Company has entered into this Agreement in reliance upon Company's perceptions of the individual or collective character, skill, aptitude, attitude, business ability, and financial capacity of Distributor (or its shareholders, members, managers, or partners).

ii. No Transfer Without Company's Consent. Distributor may not transfer this agreement or any part of its interest under this agreement without Company's written consent.

iii. Unauthorized Transfer Constitutes Breach by Distributor. If Distributor transfers this agreement or any interest under it without Company's consent,

1. Distributor will be deemed in breach of this agreement, and
2. the transfer will be deemed void and of no effect.

d. Conditions for Approval of Transfer. Company will not be required to approve a proposed transfer unless Distributor (and its owners) are in full compliance with this agreement, and the following conditions are met before Company's approval of the transfer:

i. the transferee has sufficient business experience to operate the Distributor Business;

ii. Distributor has paid all fees due under this agreement;

iii. Distributor executes a general release of all claims by Distributor against Company;

iv. the transferee executes a written assumption of all Distributor's rights, duties, and obligations under this agreement; and


15. Miscellaneous
a. Severability. If any provision of this agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of the agreement will be valid and enforceable and the Parties will negotiate in good faith a substitute, valid and enforceable provision which most nearly puts into effect the intent of the Parties.

b. Entire Agreement. This agreement and the attachments hereto represent and constitute the entire agreement between the Parties, and supersede and merge all prior negotiations, agreements, and understandings, oral or written, with respect to all matters between the Distributor and Company.

c. Update to terms. Company reserves the right to update the terms of this agreement frequently, at any time and at its own discretion, without prior notice to Distributor. Distributor agrees that they are responsible for staying up to date on the latest terms, which will be updated and accessible to Distributor here: https://Positions.college/Terms and agrees to terminate the agreement if the updated terms are no longer acceptable to them.

d. Risks. Distributor acknowledges that the success of the business venture contemplated to be undertaken under this agreement is speculative, involves business risks, that there is no guarantee against possible loss, that no assurance of success has been or can be given to Distributor and that the most important factors in success of the Distributor Business are the skill, effort and business acumen of Distributor. As a result, the Distributor has conducted a thorough independent investigation of the Company's methods including analyzing the business opportunity being offered by this agreement and the terms and conditions of this agreement. Distributor agrees to use its best efforts and adequate time to attempt to achieve success and it will follow all of the elements of Company's Methods.

e. Class Action Waiver. Company and Distributor waive any right to assert any claims against the other party as a representative or member in any class or representative action. To the extent either party is permitted by law or court of law to proceed with a class or representative action against the other, the parties agree that: (i) the prevailing party shall not be entitled to recover attorneys' fees or costs associated with pursuing the class or representative action (not withstanding any other provision in this agreement); and (ii) the party who initiates or participates as a member of the class will not submit a claim or otherwise participate in any recovery secured through the class or representative action.

f. Arbitration. All claims and disputes arising under or relating to this agreement are to be settled by binding arbitration in the state of California.

g. Governing Law. The Parties hereby agree that this agreement is governed by the laws of the United States and the state of California, without reference to rules governing choice of laws. If any dispute arises concerning this agreement, venue shall be laid exclusively in the state and federal courts of San Diego County, California which shall have exclusive jurisdiction over such dispute and the Parties consent to the personal jurisdiction of such courts.

h. Notices. All notices, demands or other communications required or permitted to be given under this agreement by either Party to the other may be affected either by personal delivery in writing or by email. Notices delivered personally will be deemed communicated as of actual receipt. Emailed notices will be deemed communicated as of two (2) days after mailing.

i. Cost. Distributor is required to pay a monthly platform fee beginning 30-days from the Effective Date of agreement and every 30 days thereafter. Platform fees are non-refundable. Failure to pay the monthly platform fee will result in a material breach of this agreement resulting in termination. Any additional costs incurred by Distributor as of Effective Date are done so at Distributor's discretion. Amount of platform fees may change at Company's discretion, but Company will not be unreasonable if it changes the amount of the monthly platform fee.

j. Non-performance. Other than the nominal buy-in and monthly platform fee, Company has waived all distribution and franchise fees in order to provide this opportunity to Distributor at minimal cost. As such, Company reserves the right to transfer merchants away from Distributor or terminate agreement with Distributor outright if Distributor does not maintain a minimal level of satisfactory participation which includes, but is not limited to, the Distributor maintaining a 'very good' (8.5 or higher out of 10) quality rating from their merchants, the Distributor activating (see 'Exhibit A' for definition of 'activated') a minimal number of new merchants on a weekly basis, as reasonably set by the Company, and the Distributor communicating and servicing existing merchants on a monthly basis to ensure they are happy and satisfied with their interactions with the Company's products and services.





EXHIBIT A
Upon the agreement's Effective Date, Distributor will be designated as a District Manager, Division Manager or Zone Manager. Distributor's designation will be assigned and communicated to Distributor by Company in writing after Distributor submits their initial buy-in fee.

Compensation Schedule for District Managers

Distributor will be compensated in the following manner:

Merchant activation bonus
Distributor earns a one-time payment for each activated merchant.

An 'activated merchant' is hereby defined as a participating merchant with a physical location that has been expressly approved by the Company, has agreed to provide a discount to the Company's consumers, has been sufficiently trained to do so via operating the point-of-sale payment mechanisms provided by Company, has agreed to allow the Company to collect payments from consumers and reimburse the merchant according to the Company's merchant payment terms, and has installed window sticker(s) and a counter display to notify consumers of their participation. The merchant will be determined to be 'activated' upon the Company successfully collecting 5 customer transactions of $5 USD or more in value from 5 unique purchasers within a single calendar month, where the payment was processed and collected via the Company's platform.

Distributor will be paid in the following manner:
  • $4 per activated merchant signed up by their own sales reps including by themselves

Transaction revenue
Distributor earns a commission on all transactions where customer pays merchants with a payment source within the platform (I.E. For the purposes of this agreement, transactions and transaction commissions only apply where the transaction was processed by, and funds collected by, the Company on behalf of the merchant).

During the first 365 days from the Effective Date, Distributor earns:
  • 1% of all transactions by activated merchants signed up by Distributor and their own sales reps

After day 365 from the Effective Date, Distributor earns:
  • 0.25% of all transactions by activated merchants signed up by Distributor and their own sales reps

    Service revenue
    Distributor earns a commission on services purchased by merchants. Service revenue specifically refers to the purchase of promotions (advertising) within the platform.

    During the first 365 days from Effective Date, Distributor earns:
    • 20% of service revenue from activated merchants signed up by Distributor and their own sales reps

    After day 365 from the Effective Date, Distributor earns:
    • 5% of service revenue from activated merchants signed up by Distributor and their own sales reps

    Annual Income Minimum (AIM)
    There is no limit to the amount of income the Distributor can earn based on the compensation detailed above. As a District Manager, Distributor shall earn these minimum income levels for their first 3 calendar years from their Effective Date, as detailed and with the terms described below:
    • Year 1: $100,000
    • Year 2: $150,000
    • Year 3: $200,000
    At the end of each 12-month period from the Effective Date, if Distributor is qualified and has not earned at least the minimum amount (AIM) detailed above, Company will pay a one-time lump sum payment to Distributor for the difference in their earnings for that year and the minimum amount (AIM) listed above.

    To qualify for the annual income (AIM) Distributor must achieve the following:

    Have a minimum of 15 'performing' sales reps reporting directly to Distributor:
    • Distributor is granted 90 days from the Effective Date to ramp up to 15 performing sales reps
    • After their first 90 days, Distributor must always maintain a minimum of 15 performing sales reps reporting to them, rapidly replacing departing reps and those that are not performing.
    • 'Performing' reps are those that are signing up at least 10 new merchants monthly, that are subsequently successfully activated by Distributor.
    • To qualify for the minimum earnings, Distributor and their reps must collectively be activating a minimum of 150 new (not previously activated) merchants monthly, after their first 90 days

    Minimum Transactions: Merchants signed up and activated by Distributor and/or their personnel including their reps, must generate an AVERAGE number of transactions, and unique transactors (purchasers) within the platform per day, as follows:
    • 5 transactions per day, by 5 unique transactors, by each merchant's month 6 on the platform
    • 6 transactions per day, by 6 unique transactors, by each merchant's month 12
    • 7 transactions per day, by 7 unique transactors, by each merchant's month 24
    • 8 transactions per day, by 8 unique transactors, by each merchant's month 36

    Minimum Service Revenue: Merchants signed up and activated by Distributor and/or their personnel including their reps, must ON AVERAGE purchase an amount of Company promotions equal to a minimum percentage of their transaction revenues, as follows:
    • 5% of their transaction revenues spent on promotions by each merchant's month 6 on the platform
    • 6% of their transaction revenues spent on promotions by each merchant's month 12
    • 7% of their transaction revenues spent on promotions by each merchant's month 24
    • 8% of their transaction revenues spent on promotions by each merchant's month 36

    At any point in any calendar year where Distributor does not meet any of the above minimum requirements, the annual income minimums (AIM) will be considered null and void. In certain special circumstances, the Company reserves the right to ignore any unmet minimum requirements, at its own discretion, such that the minimum annual earnings (AIM) are not considered null and void even if one or more minimum requirements are not satisfied by Distributor.


    Compensation Schedule for Division Managers


    Distributor will be compensated in the following manner:

    Merchant activation bonus
    Distributor earns a one-time payment for each activated merchant.

    An 'activated merchant' is hereby defined as a participating merchant with a physical location that has been expressly approved by the Company, has agreed to provide a discount to the Company's consumers, has been sufficiently trained to do so via operating the point-of-sale payment mechanisms provided by Company, has agreed to allow the Company to collect payments from consumers and reimburse the merchant according to the Company's merchant payment terms, and has installed window sticker(s) and a counter display to notify consumers of their participation. The merchant will be determined to be 'activated' upon the Company successfully collecting 5 customer transactions of $5 USD or more in value from 5 unique purchasers within a single calendar month, where the payment was processed and collected via the Company's platform.

    Distributor will be paid in the following manner:
    • $4 per activated merchant signed up by their own sales reps including by themselves
    • $1 per activated merchant signed up by all others in their organization including by their District Managers and their District Managers' reps


    Transaction revenue
    Distributor earns a commission on all transactions where customer pays merchants with a payment source within the platform (I.E. For the purposes of this agreement, transactions and transaction commissions only apply where the transaction was processed by, and funds collected by, the Company on behalf of the merchant).

    During the first 365 days from the Effective Date, Distributor earns:
    • 1% of all transactions by activated merchants signed up by Distributor and their own sales reps
    • 0.04% of all transactions by activated merchants signed up by all others in Distributor's organization

    After day 365 from the Effective Date, Distributor earns:
    • 0.25% of all transactions by activated merchants signed up by Distributor and their own sales reps
    • 0.01% of all transactions by activated merchants signed up by all others in Distributor's organization


    Service revenue
    Distributor earns a commission on services purchased by merchants. Service revenue specifically refers to the purchase of promotions (advertising) within the platform.

    During the first 365 days from Effective Date, Distributor earns:
    • 20% of service revenue from activated merchants signed up by Distributor and their own sales reps
    • 0.40% of service revenue from activated merchants signed up by all others in Distributor's organization

    After day 365 from the Effective Date, Distributor earns:
    • 5% of service revenue from activated merchants signed up by Distributor and their own sales reps
    • 0.10% of service revenue from activated merchants signed up by all others in Distributor's organization


    Annual Income Minimum (AIM)
    There is no limit to the amount of income Distributor can earn based on the compensation details in #1 of Exhibit A, above. As a Division Manager, Distributor is guaranteed these minimum income levels for their first 3 calendar years from their Effective Date, as detailed and with the terms described below:
    • Year 1: $150,000
    • Year 2: $250,000
    • Year 3: $350,000
    At the end of each 12-month period from the Effective Date, if Distributor is qualified and has not earned at least the minimum amount detailed above, Company will pay a one-time lump sum payment to Distributor for the difference in their earnings for that year and the minimum amount guaranteed. Lump sum payments will be made in accordance with the Company's payment process as detailed below.

    To qualify for the annual income minimum (AIM), Distributor must achieve the following:

    Have a minimum of 15 performing sales reps reporting directly to Distributor
    • Distributor is granted 90 days from the Effective Date to ramp up to 15 performing sales reps
    • After their first 90 days, Distributor must always maintain a minimum of 15 performing sales reps reporting to them, rapidly replacing departing reps and those that are not performing.
    • Performing reps are those that are signing up at least 10 new merchants monthly, that are subsequently successfully activated by Distributor.
    • To qualify for the minimum earnings, Distributor and their reps must collectively be activating a minimum of 150 new (not previously activated) merchants monthly, after their first 90 days
    Have a minimum of 8 District Managers reporting directly to Distributor
    • Distributor is granted 120 days from the Effective Date to ramp up to 8 District Managers (minimum acceptable pace of 2 new District Managers per month)
    • After their first 120 days, Distributor must always maintain a minimum of 8 active District Managers reporting to them, rapidly replacing departing District Managers and those that are not performing.
    • Performing District Managers are those that maintain, on average, a minimum of 15 sales reps reporting to them, rapidly replacing departing reps and those that are not performing
    • Performing reps are those that are signing up at least 10 new merchants monthly, that are subsequently successfully activated by their District Managers.
    • District Managers are also allowed 90 days to ramp up their rep count and performance.
    • To qualify for the minimum earnings, each District Manager and their reps must be activating a minimum of 150 new (not previously activated) merchants monthly, after their first 90 days.
    Minimum Transactions: Merchants signed up and activated by Distributor and/or their personnel including their reps, District Managers and their District Managers' reps, must generate an AVERAGE number of transactions, and unique transactors (purchasers), within the platform per day, as follows:
    • 5 transactions per day, by 5 unique transactors, by each merchant's month 6 on the platform
    • 6 transactions per day, by 6 unique transactors, by each merchant's month 12
    • 7 transactions per day, by 7 unique transactors, by each merchant's month 24
    • 8 transactions per day, by 8 unique transactors, by each merchant's month 36

    Minimum Service Revenue: Merchants signed up and activated by Distributor and/or their personnel including their reps, District Managers and their District Managers' reps, must ON AVERAGE choose to spend an amount on Company promotions equal to a minimum percentage of their transaction revenues, as follows:
    • 5% of their transaction revenues spent on promotions by each merchant's month 6 on the platform
    • 6% of their transaction revenues spent on promotions by each merchant's month 12
    • 7% of their transaction revenues spent on promotions by each merchant's month 24
    • 8% of their transaction revenues spent on promotions by each merchant's month 36

    At any point in any calendar year where Distributor does not meet any of the above minimum requirements, the annual income minimum (AIM) will be considered null and void. In certain special circumstances, the Company reserves the right to ignore any unmet minimum requirements, at its own discretion, such that the minimum annual earnings are not considered null and void even if one or more minimum requirements are not satisfied by Distributor.



    Compensation Schedule for Zone Managers

    Distributor will be compensated in the following manner:

    Merchant activation bonus
    Distributor earns a one-time payment for each activated merchant.

    An 'activated merchant' is hereby defined as a participating merchant with a physical location that has been expressly approved by the Company, has agreed to provide a discount to the Company's consumers, has been sufficiently trained to do so via operating the point-of-sale payment mechanisms provided by Company, has agreed to allow the Company to collect payments from consumers and reimburse the merchant according to the Company's merchant payment terms, and has installed window sticker(s) and a counter display to notify consumers of their participation. The merchant will be determined to be 'activated' upon the Company successfully collecting 5 customer transactions of $5 USD or more in value from 5 unique purchasers within a single calendar month, where the payment was processed and collected via the Company's platform.

    Distributor will be paid in the following manner:
    • $4 per activated merchant signed up by their own sales reps including by themselves
    • $1 per activated merchant signed up by their Division Managers and their Division Managers' reps
    • $0.50 per activated merchant signed up by all others in their organization


    Transaction revenue
    Distributor earns a commission on all transactions where customer pays merchants with a payment source within the platform (I.E. For the purposes of this agreement, transactions and transaction commissions only apply where the transaction was processed by, and funds collected by, the Company on behalf of the merchant).

    During the first 365 days from the Effective Date, Distributor earns:
    • 1% of all transactions by activated merchants signed up by Distributor and their own sales reps
    • 0.04% of all transactions by activated merchants signed up by all others in Distributor's organization

    After day 365 from the Effective Date, Distributor earns:
    • 0.25% of all transactions by activated merchants signed up by Distributor and their own sales reps
    • 0.01% of all transactions by activated merchants signed up by all others in Distributor's organization


    Service revenue
    Distributor earns a commission on services purchased by merchants. Service revenue specifically refers to the purchase of promotions (advertising) within the platform.

    During the first 365 days from Effective Date, Distributor earns:
    • 20% of service revenue from activated merchants signed up by Distributor and their own sales reps
    • 0.40% of service revenue from activated merchants signed up by all others in Distributor's organization

    After day 365 from the Effective Date, Distributor earns:
    • 5% of service revenue from activated merchants signed up by Distributor and their own sales reps
    • 0.10% of service revenue from activated merchants signed up by all others in Distributor's organization


    Annual Income Minimum (AIM)
    There is no limit to the amount of income Distributor can earn based on the compensation details in #1 of Exhibit A, above. As a Zone Manager, Distributor is guaranteed these minimum income levels for their first 3 calendar years from their Effective Date, as detailed and with the terms described below:
    • Year 1: $200,000
    • Year 2: $350,000
    • Year 3: $500,000
    At the end of each 12-month period from the Effective Date, if Distributor is qualified and has not earned at least the minimum amount detailed above, Company will pay a one-time lump sum payment to Distributor for the difference in their earnings for that year and the annual income minimum (AIM). Lump sum payments will be made in accordance with the Company's payment process as detailed below.

    To qualify for the annual income minimum (AIM) Distributor must achieve the following:

    Have a minimum of 15 performing sales reps reporting directly to Distributor
    • Distributor is granted 90 days from the Effective Date to ramp up to 15 performing sales reps
    • After their first 90 days, Distributor must always maintain a minimum of 15 performing sales reps reporting to them, rapidly replacing departing reps and those that are not performing.
    • Performing reps are those that are signing up at least 10 new merchants monthly, that are subsequently successfully activated by Distributor.
    • To qualify for the minimum earnings, Distributor and their reps must collectively be activating a minimum of 150 new (not previously activated) merchants monthly, after their first 90 days
    Have a minimum of 8 Division Managers reporting directly to Distributor
    • Distributor is granted 120 days from the Effective Date to ramp up to 8 Division Managers (minimum acceptable pace of 2 new Division Managers per month)
    • After their first 120 days, Distributor must always maintain a minimum of 8 active Division Managers reporting to them, rapidly replacing departing Division Managers and those that are not performing.
    • Performing Division Managers are those that maintain, on average, a minimum of 8 District Managers and 15 sales reps and reporting to them, rapidly replacing departing District Managers and reps and those that are not performing
    • Performing District Managers are those that maintain, on average, a minimum of 15 sales reps reporting to them, rapidly replacing departing reps and those that are not performing
    • Performing reps are those that are signing up at least 10 new merchants monthly, that are subsequently successfully activated by their managers.
    • Division Managers are also allowed 120 days to ramp up to their District Manager count and performance, and 90 days to ramp up their rep count and performance.
    • To qualify for the minimum earnings, each Division Manager and their reps and each District Manager and their reps in Zone Manager's organization must be activating a minimum of 150 new (not previously activated) merchants monthly, after their first 90 days.
    Minimum Transactions: Merchants signed up and activated by Distributor and/or their personnel including their reps, Division Managers and their Division Managers' reps, and District Managers and their District Managers' reps must generate an AVERAGE number of transactions, and unique transactors (purchasers), within the platform per day, as follows:
    • 5 transactions per day, by 5 unique transactors, by each merchant's month 6 on the platform
    • 6 transactions per day, by 6 unique transactors, by each merchant's month 12
    • 7 transactions per day, by 7 unique transactors, by each merchant's month 24
    • 8 transactions per day, by 8 unique transactors, by each merchant's month 36
    Minimum Service Revenue: Merchants signed up and activated by Distributor and/or their personnel including their reps, Division Managers and their Division Managers' reps, and District Managers and their District Managers' reps must ON AVERAGE choose to spend an amount on Company promotions equal to a minimum percentage of their transaction revenues, as follows:
    • 5% of their transaction revenues spent on promotions by each merchant's month 6 on the platform
    • 6% of their transaction revenues spent on promotions by each merchant's month 12
    • 7% of their transaction revenues spent on promotions by each merchant's month 24
    • 8% of their transaction revenues spent on promotions by each merchant's month 36

    At any point in any calendar year where Distributor does not meet any of the above minimum requirements, the annual income minimum (AIM) will be considered null and void. In certain special circumstances, the Company reserves the right to ignore any unmet minimum requirements, at its own discretion, such that the minimum annual income amounts are not considered null and void even if one or more minimum requirements are not satisfied by Distributor.



    Recruiting Bonus

    All Distributors have the opportunity to recruit others to become District, Division or Zone Managers. In the event that Distributor recruits another Distributor, where the Company has agreed in writing that the newly recruited individual was primarily sourced by the Distributor and the recruited individual does not directly or indirectly report to the Distributor, the Distributor will be compensated in the following manner:

    Merchant activation bonus
    Distributor earns a one-time payment for each activated merchant.

    An 'activated merchant' is hereby defined as a participating merchant with a physical location that has been expressly approved by the Company, has agreed to provide a discount to the Company's consumers, has been sufficiently trained to do so via operating the point-of-sale payment mechanisms provided by Company, has agreed to allow the Company to collect payments from consumers and reimburse the merchant according to the Company's merchant payment terms, and has installed window sticker(s) and a counter display to notify consumers of their participation. The merchant will be determined to be 'activated' upon the Company successfully collecting 5 customer transactions of $5 USD or more in value from 5 unique purchasers within a single calendar month, where the payment was processed via Company's platform.

    Distributor will be paid in the following manner:
    • $1 per activated merchant signed up by their recruited Distributor and their immediate reps
    • $0.50 per activated merchant signed up by all others in the recruited Distributors' organization


    Transaction revenue
    Distributor earns a commission on all transactions where customer pays merchants with a payment source within the platform (I.E. For the purposes of this agreement, transactions and transaction commissions only apply where the transaction was processed by, and funds collected by, the Company on behalf of the merchant).

    During the first 365 days from the Effective Date, Distributor earns:
    • 0.04% of all transactions by activated merchants signed up by everyone in the recruited Distributor's organization including the recruited individual

    After day 365 from the Effective Date, Distributor earns:
    • 0.01% of all transactions by activated merchants signed up by everyone in the recruited Distributor's organization including the recruited individual


    Service revenue
    Distributor earns a commission on services purchased by merchants. Service revenue specifically refers to the purchase of promotions (advertising) within the platform.

    During the first 365 days from Effective Date, Distributor earns:
    • 0.40% of service revenue from activated merchants signed up by everyone in the recruited Distributor's organization including the recruited individual

    After day 365 from the Effective Date, Distributor earns:
    • 0.10% of service revenue from activated merchants signed up by everyone in the recruited Distributor's organization including the recruited individual



    Distributor Payments and Taxes

    Payments
    All compensation earned by Distributor will be paid directly to Distributor's platform account balance within 7 days from the moment the earning was achieved. Distributors can then choose to cash out their funds or convert a portion of their compensation into the platform's currency, as outlined below.

    Distributor acknowledges that, temporarily - only during their first 90 days and before the Company has had an opportunity to fully integrate Distributor into the platform's financial system, it may take the Company up to the 15th of the month following the date in which the earning was achieved, for Distributor's earnings to be added to their account balance and available for cash out.

    a) Cash Payments: Cash outs will be delivered to Distributor within 7 days or less from the date of cash out request.

    b) Converting earnings to platform's currency: Distributor will have the option to convert up to 10% of their cash outs to the platform's currency, only at the moment they are requesting their cash out. However, Distributors with Effective Dates of May 17th, 2020 or prior, will have the option to convert up to 15% (District Managers), 25% (Division Managers) and 30% (Zone Managers) of their earnings to the platform's currency. The Company reserves the right to increase or decrease the amount of earnings Distributor converts into the platform's currency at any time, based on a variety of factors and at its own discretion. Distributor's earnings will be converted into the platform's currency at the market rate. Market rate is based on the price that the currency is selling on 3rd party currency exchanges. In the event the currency is not sold on an exchange, market rate will be set by the platform's panel of experts.

    The Company can make no assurances as to the price stability, liquidity or any other factors relating to the platform currency at any time. Distributor accepts all risks associated with the purchase of the currency and is hereby advised to not purchase currency if they are not prepared to take full responsibility and accept all associated risks.

    The platform currency owned by Distributor will be delivered to Distributor's external cryptocurrency wallet 365 days from the date the conversion request was made, or from the currency's ICO date (which is currently scheduled for December 15, 2020) whichever date is greater. The Company reserves the right to modify the ICO date based on internal or external variables, at its own discretion.

    Taxes
    Distributor shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement and shall be responsible for all taxes. Neither federal, nor state, nor local income tax, nor payroll tax of any kind, shall be withheld or paid by the Company on behalf of Distributor. Distributor understands that he/she is responsible to pay, according to law, Distributor's taxes and Distributor shall, when requested by the Company, properly document to the Company that all federal and state taxes have been paid.