Sell CallCovered. Get paid every month it stays sold.

This Agreement is made between Kept Labs LLC, a Pennsylvania limited liability company ("Company"), owner and operator of the CallCovered service, and the individual identified below ("Representative"), effective on the date of the last signature.

1. Role and Relationship

Representative is engaged as an independent contractor to generate paying customers for Company's missed-call text-back service. Representative controls their own schedule, territory, and methods, subject only to the Authority Limits in clause 5 and the Compliance obligations in clause 8. Nothing in this Agreement creates employment, partnership, agency, or joint venture. Representative is not eligible for employee benefits, unemployment insurance, or workers' compensation through Company, and has no authority to bind Company to anything.

2. Compensation

Compensation is commission only: no salary, no draw. 35% of collected subscription fees from customers Representative originates ($45.15/mo on Self-Serve, $52.15/mo on Done-For-You, at current monthly pricing; on a semi-annual or annual prepaid plan, 35% of the collected prepayment). Extra phone lines on those accounts are subscription fees and earn the same 35%. One-time setup fees are not commissionable.

Extra phone lines on those accounts ($29/mo per line, billed on the customer's plan term) earn 35%: $10.15/mo per line ($60.90 per 6 months, $121.80 per year).

(a) The residual accrues on the customer's first paid invoice and every paid invoice after it, for as long as the account stays active. There is no vesting period. A residual on a monthly invoice is payable as soon as the payment clears. A residual on a semi-annual or annual prepayment is held for 30 days from that payment, the customer's full-refund window, and becomes payable when the window closes without a refund. (b) Payouts go out on the 1st of each month. Each payout includes every commission that is payable on that date, less any deductions under clause 4. (c) Company may change published customer pricing; the commission rate itself can only change by written agreement signed by both parties, and never retroactively.

3. Activity Standards

Residual eligibility continues only while Representative meets both activity standards below. Company tracks both in Representative's portal.

Pipeline: log at least one qualified opportunity in the portal in every rolling three-month period. Production: in every rolling six-month period, at least one new customer under Representative's rep code pays their first invoice. A signup that never pays does not count, and an opportunity marked Won does not count.

(a) If either standard lapses, Company sends Representative written notice by email. Representative has 14 days from the notice to cure the lapse by meeting the standard that lapsed: logging a qualified opportunity, or a new customer paying their first invoice. Commissions keep accruing during those 14 days, and standing is restored when the cure is recorded. (b) If the lapse is not cured within the 14 days, Representative's standing is forfeited: no new commissions accrue on any account from that date. Commissions already payable are still paid, subject to clause 4. (c) Only Company can reinstate a forfeited Representative, in writing.

4. Clawback

If a customer's payment is refunded, in whole or in part, or disputed (a chargeback), the commission on that payment is reversed in the same proportion as the amount refunded or disputed. That is the residual for the refunded month, or the residual on the refunded prepayment. Commissions on the customer's other payments are not affected, and a cancellation by itself reverses nothing. A reversed commission that has not been paid is removed from Representative's balance. One that has already been paid is deducted from Representative's next payout; if the deductions are larger than that payout, the rest carries to the following payouts. Company shows the customer and amount of every reversal in Representative's portal and lists each deduction on the payout receipt.

5. Authority Limits

Representative may quote only the published price sheet and the written 30-day guarantee. Representative may not discount the monthly subscription price under any circumstance; offer more than one authorized concession per deal; offer any guarantee or commitment beyond the written one; or promise features, prices, or dates not currently offered. Company may reject any order.

6. Customer Ownership and Non-Solicitation

All customers, relationships, phone numbers, and customer data belong to Company. The residual is a share of what an account pays, not an ownership interest, and isn't assignable without Company's written consent. During the engagement and for 12 months after, Representative won't service, solicit, or divert any CallCovered customer to a competing product.

7. Confidentiality

Customer lists, contact details, unpublished pricing, dashboard data, and Company's internal materials are confidential, to be used only to perform this Agreement, during the engagement and afterward.

8. Compliance

Representative won't use auto-dialers, mass texting, robocalls, or purchased calling lists, and will honor every do-not-call and opt-out request immediately. No earnings, revenue, lead-volume, or ranking claims to prospects, and no claims beyond Company's approved materials. Representative is responsible for their own TCPA and state marketing-law compliance, and indemnifies Company against claims from their own prospecting conduct.

9. Expenses and Taxes

Representative bears their own expenses and is solely responsible for their own taxes. Nothing is withheld. Company issues a Form 1099-NEC where total payments reach the IRS reporting threshold.

10. Term and Termination

Either party may terminate at any time, with or without cause, on written notice. Company pays all commissions accrued through the termination date (subject to clause 4). Residuals do not continue after termination unless Company agrees otherwise in writing. Clauses 4, 6, 7, 8, 9, 11, and 12 survive termination.

11. Limitation of Liability

Company's total liability won't exceed total commissions paid or payable in the 6 months preceding the claim. Neither party is liable for indirect, incidental, or consequential damages, or lost profits.

12. Governing Law and Disputes

Governed by Pennsylvania law. Disputes are resolved by good-faith negotiation first, then in the state or federal courts of Cumberland County, Pennsylvania.

13. Entire Agreement

This Agreement, together with the current Sales Representative Offer and Field Guide, is the entire agreement between the parties and supersedes all prior discussions or drafts. Amendments must be in writing and signed by both parties.