Independent Sales Representative Agreement

1. Appointment

1.1 The Company appoints the Representative, and the Representative accepts, as a non-exclusive independent sales representative to find businesses that need paid advertising management and sell them the Company's Services. "Services" means the Company's ongoing monthly management of a client's paid advertising accounts (such as Google Ads, Meta Ads and Microsoft Ads), on the plans, prices and terms the Company publishes on its website at liveppcads.com, as the Company changes them from time to time.

1.2 "Prospect" means a business the Representative solicits for the Services. "Registered Prospect" and "Protection Period" are defined in Section 5. "Client" means a Registered Prospect that, during its Protection Period, signs the Company's client agreement for ongoing monthly Services and pays its first Management Fee invoice.

1.3 The Representative has no territory, no exclusive rights and no minimum to meet. The Company may sell directly, and may appoint any number of other representatives, affiliates and partners, anywhere. The Company provides no leads, lists or appointments, and does not promise that any Prospect will become or remain a Client.

1.4 The Company decides, at its sole discretion, whether to accept any Prospect as a client, on what plan, and whether to keep or end any client relationship. A business the Company declines, or that does not become a paying client, earns no commission.

2. Independent Contractor

2.1 The Representative is an independent contractor in business for itself, not an employee, partner, agent, franchisee or joint venturer of the Company. The Representative alone decides the means and manner of its work: which businesses to approach, by which lawful methods, at what times, for how many hours and from where. The Company sets no schedule, quota, call volume, script or reporting requirement, and is interested only in the results. The limits in Sections 3 and 4 exist to keep what is said about the Company accurate and its outreach lawful; they do not direct how the Representative runs its business.

2.2 The Representative may sell other products and services, and may work for or represent others, during this Agreement. The Company does not require the Representative to work exclusively for it. The Representative tells the Company in writing before it begins to represent another provider of paid advertising management services.

2.3 The Representative may engage its own employees or subcontractors to help it, at its own expense. Before any of them contacts a Prospect about the Company, the Representative gives the Company that person's name, and that person agrees in writing to terms at least as protective of the Company as Sections 3, 4, 11 and 12. The Representative remains responsible for their conduct and for paying them; they have no claim against the Company.

2.4 The Representative supplies, at its own expense, everything it uses: its phone and phone service, computer, internet connection, workspace, software, contact data, travel and any marketing of its own. The Company reimburses no expense unless it agrees to in writing in advance.

2.5 The Representative is not entitled to wages, a minimum wage, overtime, a draw, benefits, insurance, paid leave or any other employee benefit, and is not covered by the Company's workers' compensation or unemployment insurance. The Representative holds any business license, registration or permit the law requires for its work, and is solely responsible for its own taxes (Section 7).

2.6 The Representative has no authority to bind the Company (Section 3.5).

3. How the Representative Sells

3.1 Who you are. In every contact with a Prospect, the Representative uses its own name and identifies itself as an independent sales representative for Live PPC Ads. It never presents itself as the Company or as the Company's employee, officer, owner or partner, and uses its own phone number, email address and profiles, not ones that appear to belong to the Company.

3.2 What you may offer. The Representative offers only the Services, at the prices and on the terms published on the Company's website (its pricing page and client agreement) at that time. It offers no other price, discount, credit, refund, free work, free trial, free audit, guarantee, add-on or special term, unless the Company agrees to it in writing for that Prospect.

3.3 No promises of results. The Representative never promises, guarantees, forecasts or implies any result of the Services, including any amount of revenue, sales, leads, return on ad spend, ranking or timing. It may describe how the Company works, and may share only the results and the client names the Company itself publishes on its website, described accurately as past results for those clients.

3.4 Accurate statements. The Representative says nothing false or misleading about the Company, its services, its people, its experience, its credentials or its relationships with advertising platforms, and nothing false or disparaging about any competitor or other person. It does not confirm or discuss who the Company's clients are, beyond what the Company publishes.

3.5 No authority. The Representative may not sign, accept or change any agreement, make any commitment, or accept any payment or other thing of value, on the Company's behalf or from a Prospect or Client for the Services. Clients sign up through the Company's website, sign the Company's client agreement and pay the Company directly. The Representative does not ask for or use a Prospect's or Client's advertising account logins.

3.6 The Company's name and materials. While this Agreement is in force, the Company grants the Representative a limited, revocable, non-exclusive, non-transferable license to use the Company's name, logo and published materials, unaltered, only to sell the Services under this Agreement. Anything else the Representative writes or publishes that names the Company or describes the Services must be accurate and consistent with what the Company publishes. The Representative changes or withdraws any material within forty-eight (48) hours after the Company asks. All rights in the Company's names, trademarks, content, case studies and methods remain the Company's.

3.7 Brand rules. The Representative does not bid on "Live PPC Ads," "liveppcads," "Ad Campaign Concierge" or any variation or misspelling of them in any paid search or social advertising; does not use them in any domain, subdomain, social media account name or advertising account name; and does not post its personal link on the Company's own pages, profiles or ads.

3.8 After the sale. The Company onboards, serves and bills each Client. The Representative does not manage a Client's advertising, give a Client instructions about the Services on the Company's behalf, or direct the Company's team. It sends a Client's service questions to the Company.

4. Outreach Rules

4.1 Lawful outreach. The Representative chooses whom to contact and how, and is responsible for doing it lawfully. It complies with every law that applies to its outreach, including the Telephone Consumer Protection Act and the Federal Communications Commission's rules, the Telemarketing Sales Rule, federal and state do-not-call and telemarketing laws, the CAN-SPAM Act, and, for anyone in Canada, Canada's Anti-Spam Legislation and the Unsolicited Telecommunications Rules. Where a rule below is stricter than the law, the rule applies.

4.2 Businesses only. The Representative contacts businesses, at business contact points, about a business purpose. It does not solicit consumers.

4.3 Calls. (a) Every call is dialed and spoken by a person. The Representative uses no automatic or predictive dialer, no prerecorded or artificial voice (including any AI-generated voice), and no ringless voicemail. (b) It does not call a number on the National Do Not Call Registry or a state do-not-call list where the law forbids that call, and never calls a number on its own or the Company's do-not-call list. (c) It calls only between 8 a.m. and 9 p.m. in the recipient's local time, or within shorter hours where the law sets them. (d) At the start of each call it gives its name, says that it is an independent sales representative calling about Live PPC Ads, and states the purpose of the call. It never blocks or falsifies its caller ID. (e) It records a call only with the consent the law requires.

4.4 Text messages. The Representative sends no marketing text message of any kind (SMS, MMS or messaging app) to anyone who has not first asked the Representative in writing to be contacted that way.

4.5 Email. Each marketing email (a) shows who really sent it, with an accurate sender name, reply address and subject line; (b) includes the Representative's valid physical postal address; (c) includes a clear and working way to opt out, which the Representative honors promptly and in no case later than ten (10) business days; and (d) is sent to a person chosen because the message is relevant to that person's business role. The Representative does not send bulk or deceptive email, and does not use addresses gathered by automated harvesting or dictionary attacks. It sends a commercial electronic message to a recipient in Canada only with the consent that Canada's Anti-Spam Legislation requires, with the identification and unsubscribe mechanism that law requires, and keeps proof of that consent.

4.6 Social networks and in person. The Representative follows the terms of each platform it uses (including LinkedIn), uses no fake or misleading profile, and follows local rules for in-person solicitation.

4.7 "Don't contact me." When anyone asks not to be contacted, the Representative stops at once, never contacts that person or number again about the Company, adds them to its do-not-contact list, and sends the Company the name, number or address within three (3) business days.

4.8 Honest recommendations. If the Representative recommends the Company in a post, review, video or other public content, it clearly discloses that it earns a commission. It offers or pays nothing of value to anyone to improperly win business.

4.9 Records and complaints. The Representative keeps, for four (4) years, records of its do-not-contact list, opt-outs, the consents it relies on and the contact data sources it used, and gives the Company copies within five (5) business days after a request. It tells the Company in writing within two (2) business days after it receives any complaint, demand, regulator inquiry or threat of a claim about its outreach.

4.10 Where prospects are. Some states and Canada require registration or impose extra rules on sales calls and messages. Until the Company tells the Representative in writing that it may: (a) the Representative makes no sales calls to businesses located in Arizona, Texas or Washington; and (b) the Representative sends no commercial email, text or social media message to, and makes no sales call to, any business located in Canada. Outside those limits, the Representative may still sell to a business in those places that contacts it first or that it already knows personally.

4.11 The Company's right to stop outreach. If the Company reasonably believes that any outreach breaks this Section or the law, it may require the Representative to stop that outreach immediately, by email. A material breach of this Section lets the Company end this Agreement immediately (Section 13).

5. Prospect Registration and Credit

5.1 How a Prospect becomes yours. A Prospect becomes a "Registered Prospect" of the Representative when either (a) the Representative registers it with the Company in writing, by the method the Company designates (currently an email to ilya@liveppcads.com from the Representative's email address on the signature page, giving the business's name, its website, and the name and email address of the Representative's contact there), before the business first pays the Company; or (b) the business first reaches the Company through the Representative's personal link, as shown in the Company's tracking records. Link tracking can fail for technical reasons (an ad blocker, cleared browser data, another device), and the Company is not responsible when it does; registration under (a) is the Representative's protection.

5.2 When a registration counts. A registration or link visit counts only if, at that time: (a) this Agreement has been countersigned and is in force; (b) the business is not, and in the previous twelve (12) months was not, a client of the Company; (c) the business was not already in contact with the Company (a call, a proposal, an application or an exchange of emails) in the previous twelve (12) months; (d) the business is not within a protection period of another representative, affiliate or partner of the Company; (e) the business is not the Representative, a business the Representative owns or controls, or the Representative's employer, employee, contractor or immediate family member, and the Representative is not an owner, officer or employee of the business; and (f) the Representative found and solicited the business in compliance with Sections 3 and 4.

5.3 Protection Period. A Registered Prospect is protected for 90 days from its registration or first link visit (the "Protection Period"). If it signs the Company's client agreement for ongoing monthly Services and pays its first Management Fee invoice within the Protection Period, it is the Representative's Client. The Company extends a Protection Period once, by 90 more days, if the Representative asks in writing before it ends and shows that discussions with the Prospect are still active. When a Protection Period ends, the Company and anyone else may sign the business with no commission owed, and the Representative may register it again if Section 5.2 is still met.

5.4 Checking a registration. A registration records the Representative's claim; it does not confirm that the Prospect qualifies. The Company checks its records when a Registered Prospect becomes a client, or earlier if the Representative asks about a particular Prospect, and tells the Representative the result. The Company's tracking, client and communication records decide whether Section 5.2 is met.

5.5 One commission per client. If more than one representative, affiliate or partner has a claim to the same business, the earliest valid registration or link visit counts, and only one commission is paid; the Company may, at its discretion, split it. A business that only buys a one-time service, such as an audit, is not a Client.

6. Commissions

6.1 Commission only. The Representative's entire compensation is the commissions in Schedule A on its Clients. No commission, fee or other amount is owed for Prospects that do not become Clients, for time spent, for calls, meetings or appointments, or for any expense.

6.2 "Management Fee" means the recurring monthly fee a Client pays the Company for managing its paid advertising accounts. It does not include advertising spend paid to Google, Meta, Microsoft or any other platform; set-up, onboarding or audit fees; email and SMS marketing fees; creative, video, AI video, design, landing page or other production fees; performance, revenue-share or bonus fees; one-time projects; taxes; late fees; or pass-through costs. "Net Management Fee" means the Management Fee the Company actually receives and keeps for a month, after any discount, credit, refund, chargeback or write-off. "Maximum Retainer" means $1,499: commissions are calculated on no more than this amount per Client per month, whatever the Client actually pays.

6.3 A commission is earned only when the Client payment it depends on has cleared. Commissions on a Client stop when the Client stops paying, ends or pauses its service, or is terminated for non-payment, and they follow any discount or credit the Company gives the Client. The Company may change its services, prices and client terms at its discretion. No commission is owed on fees the Company does not collect.

7. Statements, Payment and Taxes

7.1 The Company pays earned commissions within thirty (30) days after the end of the calendar month in which they were earned, in United States dollars, by bank transfer (ACH) or another method the parties agree in writing, with a statement of the Representative's Clients and commissions. A balance under $50 rolls over to the next payment, and is paid out when this Agreement ends.

7.2 If the Representative thinks a statement is wrong, it tells the Company in writing within sixty (60) days after receiving it. After that the statement is final. A payment the Company cannot make for twelve (12) months because the Representative's payment details or tax form are missing or wrong is forfeited.

7.3 Before the first payment, the Representative completes IRS Form W-9 (United States persons) or the applicable IRS Form W-8 (non-United States persons) through the secure electronic signature service the Company designates. The Company sends the form when the first commission becomes payable, and no commission is payable before it is on file; commissions held for that reason are paid on the next payment date after it is on file. The Company does not collect Social Security or taxpayer identification numbers through its website.

7.4 The Representative is solely responsible for all taxes on its commissions, including income and self-employment taxes, and for its own filings. The Company issues IRS Form 1099-NEC when the law requires (currently, for United States payees paid $2,000 or more in a calendar year). If the Representative does not provide a valid taxpayer identification number when required, the Company withholds tax at the rate the law requires (currently 24%).

8. Refunds, Chargebacks and Set-Off

8.1 No commission is earned on any amount that is refunded, charged back, credited or not collected, or on any Client obtained through fraud or a breach of this Agreement. If the Company already paid it, the Company may deduct it from later payments to the Representative; if no later payments are due, the Representative repays it within thirty (30) days after the Company's written request.

8.2 The Company may set off any amount the Representative owes it against any amount it owes the Representative.

9. Evaluation Period

9.1 The first ninety (90) days after the Company countersigns this Agreement are an evaluation period (the "Evaluation Period"), in which the Company assesses whether the way the Representative presents the Company, its compliance with Sections 3 and 4, and the Prospects it brings are a fit. Commissions are earned and paid during the Evaluation Period on the same terms as after it.

9.2 The Evaluation Period is part of this independent contractor engagement. It is not employment, or a promise of employment, of any amount of commissions or of any continued relationship, and it does not limit either party's right to end this Agreement under Section 13.

10. No Fees

10.1 The Representative pays the Company nothing, at any time, for any reason: no fee, deposit or purchase for the appointment, for training, for materials, for leads, for software, or for anything else. The Company sells the Representative nothing and requires it to buy nothing from anyone. Anyone who asks the Representative for money in the Company's name is not acting for the Company; the Representative tells the Company at once.

11. Confidentiality

11.1 "Confidential Information" means all non-public information the Representative receives from the Company or learns through this Agreement, in any form, including: the identity of the Company's clients and prospects, other than clients the Company publishes; clients' advertising accounts, budgets, results and data; the Company's proposals, methods, playbooks, internal systems and tools; commission statements; and any terms the Company agrees with the Representative or a Prospect that are not on its website. It does not include information that is or becomes public without the Representative's fault, that the Representative already lawfully knew without restriction, or that the Representative lawfully receives from a third party without a duty of confidence. The Representative's own contacts and prospect lists, built by its own efforts, remain the Representative's.

11.2 The Representative uses Confidential Information only to sell the Services under this Agreement, does not disclose it to anyone except helpers engaged under Section 2.3, and protects it with at least reasonable care.

11.3 If a law, court or government authority requires disclosure, the Representative may disclose only what is required, after giving the Company prompt written notice where the law allows.

11.4 These obligations apply during this Agreement and for three (3) years after it ends, and for trade secrets and client data, for as long as the law protects them, including under Nevada's Uniform Trade Secrets Act (NRS Chapter 600A). When this Agreement ends, or whenever the Company asks, the Representative returns or permanently deletes all Confidential Information in its possession.

11.5 Whistleblower notice. Under 18 U.S.C. § 1833(b), an individual is not held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding. Nothing in this Agreement prevents the Representative from reporting possible violations of law to a government agency.

12. Non-Solicitation and Non-Circumvention

12.1 "Company Client" means any Client of the Representative, and any other client or prospective client of the Company that the Representative learned about through this Agreement, during the twelve (12) months before this Agreement ends.

12.2 During this Agreement and for twelve (12) months after it ends, the Representative will not, directly or indirectly: (a) encourage any Company Client to end, reduce or move its business from the Company; (b) solicit any Company Client to buy paid advertising management services from anyone other than the Company, or provide those services to it; (c) go around the Company to deal directly with a Registered Prospect or Client for the services the Company provides, in order to avoid this Agreement; or (d) solicit, hire or engage any employee or contractor of the Company to leave the Company.

12.3 The Representative agrees that these restrictions are reasonable and necessary to protect the Company's client relationships, goodwill and Confidential Information, and that they do not prevent the Representative from selling to anyone who is not a Company Client. If a court finds any restriction too broad, the court shall revise it to the extent necessary to make it enforceable and enforce it as revised. These restrictions apply only to the extent permitted by the law that governs them (see Section 17).

13. Term, Termination and Commissions After It Ends

13.1 This Agreement starts when the Company countersigns it and continues until either party ends it. The Representative may end it at any time by written notice (email is enough). The Company may end it at any time by written notice of seven (7) days, or immediately if the Representative materially breaches Section 3, 4, 11 or 12, acts fraudulently or dishonestly, harms the Company's reputation, or no longer resides where Section 14.1(e) requires.

13.2 When this Agreement ends, the Representative stops presenting itself as the Company's representative and stops using the Company's name and materials, its personal link stops counting, and its Protection Periods end, subject to Section 13.3.

13.3 Commissions after it ends. (a) First-month commissions on Clients that paid their first Management Fee invoice before the end date are still paid, when earned under Schedule A. (b) If the Company ended this Agreement without a breach by the Representative, or the Representative ended it, a Registered Prospect that pays its first Management Fee invoice within thirty (30) days after the end date, and within its Protection Period, still counts as a Client for the first-month commission. (c) Recurring commissions end on the end date, because no new Client can keep the Representative active. (d) If the Company ended this Agreement for a reason listed in Section 13.1, no commission is earned on any Client obtained through the breach or dishonesty, and paragraph (b) does not apply; commissions already earned on other Clients are still paid, subject to Section 8.

13.4 Payment after it ends. After this Agreement ends, the Company pays every commission then earned within three (3) business days after the end date, and each commission that becomes earned later under Section 13.3 within thirteen (13) days after it becomes earned, with a final statement.

13.5 Sections 5.4, 6, 7, 8, 11, 12, 13.3, 13.4 and 14 to 19, and any payment obligation already due, survive the end of this Agreement.

14. Representations and Warranties

14.1 The Representative represents and warrants that: (a) it is at least 18 years old and free to enter this Agreement, and doing so does not breach any other agreement, including with any employer or other company it represents; (b) it will sell the Services honestly and in compliance with this Agreement and all applicable laws; (c) it has not been the subject of a judgment, order or regulatory action for unlawful telemarketing, spam or deceptive sales practices; (d) the information it gave the Company, including in its application, is true and complete; and (e) it resides in the United States or Canada, at the address on the signature page, and not in California, Massachusetts, New Jersey, Illinois, Vermont or Quebec, and will tell the Company in writing before it moves its residence outside the United States and Canada or into any of those places.

14.2 No guarantee of earnings. What the Representative earns depends on its own efforts and on whether the businesses it brings become and remain clients. The Company promises no level of income, no number of Clients and no earnings of any kind, and the Representative has not relied on any statement about earnings other than the commission terms in this Agreement.

15. Indemnification and Limitation of Liability

15.1 The Representative will defend, indemnify and hold harmless the Company and its owners, employees and contractors from all claims, losses, penalties, damages and costs (including reasonable attorney's fees) arising from the Representative's outreach or selling, any statement it makes about the Company or the Services, its breach of this Agreement or of its warranties, its helpers, or its violation of any law or third-party right.

15.2 The Company's total liability under or relating to this Agreement is limited to the commissions earned and unpaid under it. Neither party is liable for indirect, incidental, special or consequential damages, or for lost profits, revenue or opportunity, except for the Representative's breach of Section 4, 11 or 12 and its obligations under Section 15.1.

16. Remedies

16.1 The Representative agrees that a breach of Section 3, 4, 11 or 12 would cause the Company irreparable harm for which money damages alone would not be adequate. The Company may seek an injunction, specific performance and other equitable relief, without posting a bond to the extent the law allows, in addition to any other remedy.

17. State-Specific and Canada Terms

17.1 California. If the Representative resides in, or performs its work in, California, Section 12 applies after this Agreement ends only to the extent necessary to protect the Company's trade secrets and as permitted by California law.

17.2 Other states and provinces. If the law of the state or province where the Representative resides limits or prohibits any restriction in Section 12, that restriction applies only to the extent that law permits. If that law requires a commission to be paid sooner than this Agreement provides, or gives the Representative a right about its commissions that cannot be waived by contract, that law controls to that extent.

17.3 Canada. If the Representative resides in Canada: (a) it is responsible for all Canadian taxes, registrations and filings on its commissions, which are stated and paid in United States dollars; (b) it follows Canada's Anti-Spam Legislation and the Unsolicited Telecommunications Rules for every person it contacts, wherever that person is; and (c) it represents that it is not subject to United States sanctions. The parties have expressly asked that this Agreement and all related documents be drawn up in English. Les parties ont expressément exigé que la présente convention et tous les documents qui s'y rattachent soient rédigés en anglais.

18. Electronic Signatures and Records

18.1 The parties agree to sign this Agreement electronically. The Representative signs by typing its full legal name and checking the acceptance box on the Company's signing page; the Company countersigns through a one-time link. Electronic signatures have the same effect as handwritten signatures under the federal ESIGN Act and Nevada's Uniform Electronic Transactions Act (NRS Chapter 719).

18.2 The Company records the signature details (names, date and time, IP address, and the version and SHA-256 fingerprint of the exact text signed) and emails the Representative a PDF copy it can store and print. Registrations, statements and notices sent by email are valid writings under this Agreement.

19. General Terms

19.1 Governing law. This Agreement is governed by the laws of the State of Nevada, without regard to its conflict-of-law rules, except as provided in Section 17.

19.2 Venue. The state and federal courts located in Clark County, Nevada have exclusive jurisdiction over any dispute arising from or relating to this Agreement, and each party consents to their jurisdiction.

19.3 Jury waiver. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING FROM OR RELATING TO THIS AGREEMENT.

19.4 Attorney's fees. In any dispute arising from this Agreement, the prevailing party may recover its reasonable attorney's fees and costs.

19.5 Changes. The Company may change Schedule A or the outreach rules in Section 4 by emailing the Representative the change at least thirty (30) days before it takes effect, or sooner for a change to Section 4 that the law requires. A change to Schedule A applies only to Clients that first pay the Company after it takes effect; commissions on earlier Clients stay on the Schedule A that applied when they first paid. If the Representative does not agree, it may end this Agreement before then; continuing to act under it afterwards means it accepts the change. Any other change needs a writing signed, including electronically, by both parties.

19.6 Entire agreement. This Agreement, with Schedule A, is the entire agreement between the parties about its subject and replaces any earlier discussions, job postings, program pages or statements about it. A special arrangement for a particular Prospect is valid only if the Company confirms it in writing (email is enough), and then only for that Prospect.

19.7 Assignment. The Representative may not assign or transfer this Agreement or any commission, except that it may use helpers under Section 2.3. The Company may assign this Agreement to an affiliate or a successor to its business.

19.8 Other terms. If any provision is held unenforceable, it is enforced to the maximum extent permitted and the rest of this Agreement remains in effect. A party's failure to enforce a provision is not a waiver. Notices are sent to the email addresses on the signature page, or to a new address a party provides in writing. Headings are for convenience only, and "including" means "including without limitation." The Representative confirms that it has read this Agreement and had the opportunity to consult a lawyer before signing.

Schedule A: Commissions

A.1 First-month commission. For each Client, the Representative earns 100% of the Client's first month's Net Management Fee, calculated on no more than the Maximum Retainer. Because the Company's clients are month to month and the Company delivers the first month's work in full, this commission is earned only when the Client pays its second monthly Management Fee invoice. If the Client cancels, pauses or does not pay for its second month, no first-month commission is earned.

A.2 Recurring commission. From the Client's second month on, the Representative earns 10% of the Client's monthly Net Management Fee, calculated on no more than the Maximum Retainer (so at most $149.90 per Client per month), for every calendar month in which the Representative is active.

A.3 Active. Each Client's own second month always counts as active for that Client. After that, the Representative is active in a calendar month only if a new Client of the Representative started paying the Company in the previous calendar month and goes on to pay its second monthly invoice. If a calendar month passes in which no new Client of the Representative starts paying the Company, recurring commissions on all of the Representative's earlier Clients end from the following month and are not reinstated by later Clients. Clients the Representative brings after that earn the first-month commission and their own recurring commission under the same rule.

A.4 Example. A Client starts in January on a $1,200 monthly plan and pays January. Nothing is owed yet. In February the Client pays its second month: the Representative earns $1,200 (the first-month commission) plus $120 (10% of February). If no new Client of the Representative starts paying in February, there is no recurring commission from March on, for that Client or any earlier one. If a new Client starts paying in February and pays its second month in March, the Representative stays active and earns 10% of the first Client's March fee, plus the new Client's first-month commission, and so on for each month it keeps bringing Clients. If the January Client had cancelled after its first month, nothing would have been earned.

A.5 These are the only commissions. They are examples of how the calculation works, not a statement of what any representative earns or will earn.