SALES PARTNER AGREEMENT

Independent Contractor Agreement

This Sales Partner Agreement (the “Agreement”) is entered into by and between TRANSVISION TECHNOLOGY, INC., a CALIFORNIA Corporation with its principal place of business at 440 E HUNTINGTON DR SUITE 300, ARCADIA, CA 91006 (“Company”) and the individual or business entity submitting this online application form (“Partner”). Company and Partner are each a “Party” and together the “Parties.” This Agreement becomes legally binding and effective on the date and time the Partner electronically submits this application through the Company’s platform (the “Effective Date”).

1. INDEPENDENT CONTRACTOR RELATIONSHIP

1.1 Status. Partner is an independent contractor of Company. Nothing in this Agreement creates an employment, agency, joint venture, franchise, or partnership relationship between the Parties. Partner has no authority to bind Company to any contract or obligation.

1.2 Control Over Work. Partner retains full discretion over the manner, means, timing, and method of performing sales activities. Company may specify the results it seeks (i.e., qualified Rental Agreements with Customers) but does not direct or control Partner’s day-to-day work, work schedule, sales techniques, or tools.

1.3 No Benefits. Partner is not entitled to, and shall not receive, any employee benefits from Company, including health insurance, paid leave, retirement benefits, or workers’ compensation coverage.

1.4 Taxes & Tax Forms. Partner is solely responsible for all federal, state, and local taxes, self-employment taxes, and withholdings on amounts paid under this Agreement. Company will issue IRS Form 1099-NEC as required by law. Partner shall provide Company with a completed IRS Form W-9 (or Form W-8BEN for non-U.S. residents) prior to receiving any commission payment. No commissions will be disbursed or considered payable until a valid tax form is successfully on file with the Company.

1.5 Expenses. Unless otherwise agreed in writing, Partner bears all costs and expenses incurred in performing under this Agreement, including travel, telecommunications, and marketing materials.

2. DEFINITIONS

“Rental Agreement” means a fully executed furniture rental contract between Company and a Customer, under the terms of Company’s standard customer agreement as amended from time to time.

“Qualified Lead” means a prospective customer introduced by Partner to Company who (a) has not previously been in Company’s customer database, (b) is not already engaged in active negotiations with Company, and (c) ultimately executes a Rental Agreement.

“Commission Event” has the meaning given in Section 5.2.

“Competing Business” means any person or entity that offers furniture rental, furniture subscription, lease-to-own furniture, or substantially similar residential furniture-as-a-service products or services in the United States.

“Confidential Information” has the meaning given in Section 8.1.

“Term” has the meaning given in Section 12.1.

3. SCOPE OF SERVICES

3.1 Sales Activities. During the Term, Partner shall actively solicit and pursue prospective customers for Company’s furniture rental services. Partner’s responsibilities include, but are not limited to:

• Identifying and prospecting Qualified Leads through Partner’s own channels, networks, and methods;
• Presenting and explaining Company’s rental products, pricing, and policies accurately and in accordance with Company’s then-current marketing materials;
• Managing the sales process from initial contact through Customer’s execution of a Rental Agreement;
• Completing and submitting lead registration and deal-tracking information through Company’s designated system or process;
• Responding to Customer inquiries during the pre-contract period and facilitating hand-off to Company’s fulfillment team upon execution.

3.2 Accuracy. Partner shall not make representations to Customers that are inconsistent with Company’s published pricing, policies, or terms. Any deviation requires Company’s prior written approval.

3.3 No Authority to Bind. Partner has no authority to execute Rental Agreements, modify pricing, offer discounts, or make commitments on Company’s behalf unless expressly authorized in a separate written instrument.

3.4 Compliance. Partner shall perform all activities in compliance with applicable federal, state, and local laws, including consumer protection, anti-spam, and telemarketing laws (including the Telephone Consumer Protection Act and applicable Do-Not-Call regulations).

4. COMPANY OBLIGATIONS

Company shall:

• Provide Partner with access to current marketing materials, product information, and pricing sheets;
• Maintain a lead registration and tracking system and process Partner’s registered leads in a timely manner;
• Notify Partner within 10 business days if a submitted lead is rejected and the reason therefor;
• Pay commissions as specified in Section 5;
• Designate a primary contact person to support Partner’s sales activities.

5. COMMISSIONS AND PAYMENT

5.1 Commission Rate. Company shall pay Partner a commission based on the duration of the Rental Agreement as follows:

• (a) for a twelve (12) month term Rental Agreement, the commission shall be an amount equal to one (1) month of the gross rental payment actually received by Company from the Customer; and
• (b) for a twenty-four (24) month term Rental Agreement, the commission shall be an amount equal to two (2) months of the gross rental payments actually received by Company from the Customer (the applicable amount being the “Commission Base”).

The commission structure and rates may be updated by Company upon thirty (30) days’ written notice for Rental Agreements executed after the notice period; the rate in effect at the time of execution governs each Rental Agreement.

5.2 Commission Trigger — The Commission Event. A commission becomes earned (a “Commission Event”) only when all of the following conditions are satisfied:

• Partner has registered the lead through Company’s designated system prior to or within 5 business days of first Company contact with the Customer;
• The Customer has executed a Rental Agreement with Company;
• The Customer has made and Company has received the third consecutive monthly rental payment in full under that Rental Agreement without chargeback, reversal, or dispute (the “90-Day Hold Period”). The hold period does not apply if the Rental Agreement is terminated by Company without Customer fault after the second payment has been received.

5.3 Early Termination — No Commission. If a Customer’s Rental Agreement is terminated — for any reason — before the third monthly payment is received, no commission is owed for that Customer, and any commission advance previously paid (if applicable) is subject to clawback under Section 5.7.

5.4 Payment Schedule. Within 30 days after the end of each calendar month, Company shall:

• Calculate all Commission Events that occurred during that month (i.e., all qualifying third payments received);
• Issue Partner a commission statement itemizing each Rental Agreement, Customer ID, payment amounts, and commission earned;
• Pay the net commission amount by ACH, check, or wire to the bank account information provided by Partner during online registration or subsequently updated in Partner’s portal profile.

5.5 Disputes. Partner must raise any commission dispute in writing within 45 days of receiving the monthly statement. Undisputed amounts are deemed accepted. Company shall respond to disputed amounts within 15 business days with supporting documentation.

5.6 No Double Commission. Only one Partner may earn a commission per Customer. Priority is determined by the earliest valid lead registration in Company’s system. If two Partners register the same Customer, the earlier registration governs and the later Partner receives no commission.

5.7 Clawback. If Company discovers, after paying a commission, that the underlying Rental Agreement was procured by Partner’s misrepresentation, fraud, or breach of this Agreement, Company may offset the amount of such commission against future commissions or invoice Partner for repayment, which shall be due within 30 days.

6. INTELLECTUAL PROPERTY AND MARKETING MATERIALS

6.1 License to Partner. Company grants Partner a non-exclusive, non-transferable, revocable license during the Term to use Company’s trademarks, logos, and marketing materials (“Company IP”) solely to promote Company’s furniture rental services in accordance with Company’s brand guidelines.

6.2 Restrictions. Partner shall not: (a) alter or create derivative works of Company IP; (b) use Company IP in any manner that could reasonably damage Company’s reputation; (c) register any domain name, social-media handle, or trademark incorporating Company’s name or marks; or (d) use Company IP after termination of this Agreement.

6.3 Partner-Created Materials. Any marketing materials created by Partner that reference Company or its products must be approved by Company in writing before use.

7. CUSTOMER OWNERSHIP AND NON-SOLICITATION

7.1 Ownership. All Customers introduced by Partner become customers of Company. Company owns the customer relationship, customer data, and all Rental Agreements. Partner has no residual rights in any Customer relationship after the Term.

7.2 Non-Solicitation Post-Termination. For a period of 12 months after termination or expiration of this Agreement, Partner shall not directly solicit any Company customer (including Customers Partner introduced) to terminate their Rental Agreement or to engage a Competing Business.

8. CONFIDENTIALITY

8.1 Definition. “Confidential Information” means non-public information disclosed by one Party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information, including pricing, customer lists, sales data, and business strategies.

8.2 Obligations. Each Party shall: (a) hold the other’s Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information (but not less than reasonable care); (b) use the other’s Confidential Information only as necessary to perform under this Agreement; and (c) not disclose the other’s Confidential Information to any third party without prior written consent.

8.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known by the receiving Party before disclosure; (c) is independently developed by the receiving Party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the disclosing Party is given prompt notice and an opportunity to seek a protective order.

8.4 Survival. This Section 8 survives termination of this Agreement for 3 years.

9. DATA PRIVACY

9.1 Compliance. Partner shall collect, use, and share any personal information of prospective customers only as necessary to perform sales activities and in compliance with applicable privacy laws, including the California Consumer Privacy Act (CCPA/CPRA) where applicable.

9.2 Restrictions. Partner shall not sell, share, or otherwise disclose prospective customer personal information to any third party other than Company.

9.3 Breach Notification. Partner shall promptly notify Company (and in no event later than 48 hours) upon becoming aware of any actual or suspected unauthorized access to, or disclosure of, prospective customer personal information.

10. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that:

• It has full power and authority to enter into and perform this Agreement;
• This Agreement does not conflict with any other agreement to which it is a party;
• It will comply with all applicable laws in performing under this Agreement.

Partner additionally represents and warrants that:

• Partner is not subject to any non-compete, non-solicitation, or exclusivity agreement that would prevent or limit performance under this Agreement;
• All information provided to Company regarding Customers and leads is, to Partner’s knowledge, accurate and not obtained by deceptive or unlawful means.

11. INDEMNIFICATION AND LIMITATION OF LIABILITY

11.1 By Partner. Partner shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) Partner’s breach of this Agreement; (b) Partner’s negligence or willful misconduct; (c) Partner’s violation of applicable law; or (d) any unauthorized representation Partner makes to a Customer.

11.2 By Company. Company shall indemnify, defend, and hold harmless Partner from and against third-party claims arising from Company’s breach of this Agreement or Company’s gross negligence or willful misconduct.

11.3 Limitation of Liability. In no event shall either Party be liable to the other for indirect, incidental, special, or consequential damages arising out of this Agreement, even if advised of the possibility of such damages. Company’s total liability to Partner under this Agreement shall not exceed the total commissions paid to Partner in the 12 months preceding the claim.

12. TERM AND TERMINATION

12.1 Term. This Agreement commences on the Effective Date and continues for 12 months (the “Initial Term”), unless earlier terminated. Thereafter, it automatically renews for successive 12-month periods unless either Party provides at least 30 days’ written notice of non-renewal before the end of the then-current term.

12.2 Termination for Convenience. Either Party may terminate this Agreement at any time upon 30 days’ written notice to the other Party.

12.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure within 15 days after written notice; (b) becomes insolvent or files for bankruptcy; or (c) engages in fraud, willful misconduct, or conduct that materially damages the terminating Party’s reputation or business.

12.4 Effect of Termination. Upon termination or expiration:

• Partner’s license to use Company IP terminates immediately;
• Partner shall return or destroy all Confidential Information;
• Company shall pay any commissions for Commission Events that occurred before the termination date, subject to the 90-Day Hold Period;
• Commissions for Rental Agreements executed but not yet reaching the Commission Event as of the termination date are forfeited regardless of the reason for termination.

12.5 Survival. Sections 2, 5 (amounts accrued), 7.2 (post-term non-solicitation), 8, 9, 10, 11, 13, 14, and 15 survive termination.

13. DISPUTE RESOLUTION

13.1 Informal Resolution. Before initiating any formal proceeding, the Parties shall attempt to resolve any dispute informally by senior representatives meeting (in person or by video) within 15 business days of written notice of the dispute.

13.2 Binding Arbitration. Any dispute not resolved informally shall be submitted to binding arbitration administered by the American Arbitration Association or JAMS under its Commercial Arbitration Rules. The arbitration shall be conducted in Los Angeles, California. The arbitrator’s award shall be final and may be entered as a judgment in any court of competent jurisdiction.

13.3 Exception. Either Party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property or Confidential Information pending arbitration.

13.4 Governing Law. This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles.

14. NOTICES AND COMMUNICATION

All notices, requests, and communications under this Agreement shall be delivered electronically. Notices to the Company shall be sent via verified email to its designated corporate email address, and notices to Partner shall be sent via email to the address provided by Partner during the online signup process. Electronic notifications are deemed effective upon transmission or delivery confirmation.

15. GENERAL PROVISIONS

15.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions, representations, and agreements.

15.2 Amendments. Company reserves the right to modify or amend this Agreement at any time. Company will notify Partner of any material changes by posting the updated terms in the Partner portal or via email. Partner’s continued participation in the program after such notification constitutes acceptance of the modified terms.

15.3 Waiver. A Party’s failure to enforce a right is not a waiver of that right.

15.4 Severability. If any provision is unenforceable, it shall be modified to the minimum extent necessary to make it enforceable; the remaining provisions remain in full force.

15.5 Assignment. Partner may not assign this Agreement or any rights hereunder without Company’s prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets.

15.6 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted assigns. No third party has any rights hereunder.

16. SPECIFIC STATE NOTICES

• California: If Partner is located in or primarily conducts business in California: (a) the non-compete obligation in Section 6 has been removed from this Agreement or limited under California Business and Professions Code Section 16600; (b) commission payments are governed by California Labor Code Section 204 and the California Wage Order applicable to independent contractors; and (c) Partner should be aware that California’s worker-classification standards (AB5 / Dynamex) are among the strictest in the nation — Partner acknowledges this Agreement is structured as an independent contractor relationship and that Partner has had the opportunity to consult legal counsel regarding this classification.
• Other States: Partner is responsible for complying with any additional disclosures, licensing, or registration requirements applicable to sales representatives or independent contractors in Partner’s state(s) of operation.