MillionReps Commission Agreement
1. Parties and what this covers
This Commission Agreement (the "Agreement") is between GoDo Inc, organized in Delaware ("MillionReps", "we", "us"), and the company accepting it (the "Company", "you"). It takes effect on the date you accept it.
It covers one thing: how MillionReps lists your product to independent sales representatives, and what you owe when revenue results. It does not make either of us the other's employee, partner, joint venturer, or general agent, and neither of us may bind the other.
2. Definitions
"Rep" means an independent person or business that uses MillionReps to refer potential customers to you. Reps are not employees or agents of MillionReps or of you.
"Attributed Sale" means a sale to a customer whose relationship with you began, in whole or meaningful part, through a Rep's referral, as recorded by the tracking and reporting mechanisms described in Section 4.
"Collected Revenue" means amounts you have actually received and kept from an Attributed Sale, net of refunds, chargebacks, and credits, and excluding sales, use, VAT, GST, and similar transaction taxes you collect and remit.
"Commission" means the percentage of Collected Revenue shown on your MillionReps dashboard for your company at the time the revenue was collected. Any per-meeting amount you have separately elected is calculated as shown there.
3. What each of us does
MillionReps lists your company, gives Reps tracked links and materials you provide, records attribution, calculates Commission, invoices you, and pays Reps.
You provide accurate company and product information, keep the tracking mechanisms in Section 4 working, report revenue as Section 5 requires, and pay invoices when due.
MillionReps does not select, employ, supervise, train, or guarantee Reps, and does not promise any level of referrals, sales, or revenue. Reps decide independently whether and how to promote your product, within the boundaries you publish on the platform.
4. Attribution
Attribution is established by the mechanisms available on the platform: tracked referral links, an optional site script, a connected payment processor, a server-side reporting credential, and records you submit.
Each mechanism has limits, and MillionReps tells you what those limits are on your dashboard. A tracked click records interest; it does not by itself prove a sale. No mechanism observes revenue that never runs through it.
If attribution for a specific sale is disputed, either of us may submit evidence and MillionReps will review the record before changing any attribution, Commission, invoice, or payout. A dispute does not by itself change what is owed.
5. Your reporting obligation
If a customer, meeting, deal, payment, refund, or chargeback is connected to MillionReps traffic, Rep activity, or referral links, you must report it accurately and on time through an active integration, the reporting API, dashboard entry, or another method MillionReps approves.
You may not omit, delay, understate, route around, misattribute, or selectively report activity in order to avoid Commission, fees, attribution, review, or payment.
MillionReps may request records reasonably necessary to verify reported or disputed activity. Failure to report honestly, completely, and on time may result in review, loss of marketplace visibility, delisting, suspension, termination, invoicing for unreported Commission, and any other remedy available at law.
6. Commission, invoicing, and payment
You collect customer revenue directly, in your own normal flow. MillionReps never takes custody of your customers' payments and is not a conduit for them. MillionReps invoices you for Commission on Collected Revenue and pays Reps from its own funds as principal. Nothing here creates a payment obligation from you to any Rep.
Invoices are stated and payable in United States dollars and are due within thirty (30) days of the invoice date unless your dashboard states otherwise. Amounts unpaid when due may accrue interest at the lower of 1.5% per month or the maximum the law allows, and may move your account to delinquent status, which constrains future billing, listing, and payouts.
If revenue underlying a paid Commission is later refunded or charged back, that Commission is credited back to you against future invoices, or refunded if no further invoices are expected.
Commission is exclusive of taxes. Each party is responsible for its own income taxes. If law requires you to withhold any amount from a payment to MillionReps, you will increase the payment so that MillionReps receives what it would have received without the withholding, and will give MillionReps the withholding receipts.
7. Term, termination, and what survives
This Agreement continues until either of us ends it. Either party may terminate at any time, for any reason, with written notice and with no termination fee or penalty.
Termination does not erase what was already earned. Commission remains payable on Collected Revenue from Attributed Sales where the customer relationship began before termination and the revenue is collected within one hundred eighty (180) days after it.
MillionReps may suspend or remove your listing immediately if required by law, by a payment provider, or if your account presents a fraud, security, or non-payment risk.
Sections 5 through 12 survive termination.
8. Compliance, sanctions, and data
Each party will comply with the laws applicable to it, including anti-corruption, economic sanctions, export control, and marketing and privacy laws.
You represent that neither you nor anyone who controls you is subject to economic sanctions that would make this Agreement unlawful, and that you will tell MillionReps promptly if that changes.
Each party is an independent controller of the personal data it handles under this Agreement and will handle it in accordance with applicable data protection law. Where law requires a data processing agreement between us, the parties will enter into one, and it will control over this Section to the extent of any conflict.
9. Confidentiality
Each party may receive non-public information from the other. Each will use it only to perform this Agreement and will protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiver, was already known, is independently developed, or must be disclosed by law — and in that last case the receiver will give notice if it lawfully can.
10. Disclaimers and limitation of liability
The platform is provided as is. MillionReps disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the extent the law allows. MillionReps does not warrant that attribution will capture every sale; Section 4 describes what each mechanism can and cannot observe.
Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue, even if advised such damages were possible.
Each party's total liability arising out of this Agreement is limited to the greater of the Commission invoiced and paid in the twelve (12) months before the claim, or one thousand United States dollars (US$1,000). These limits do not apply to your payment obligations under Section 6, to either party's breach of Section 9, or to liability that cannot be limited by law.
11. Governing law and disputes
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
The parties will try in good faith to resolve any dispute informally first. If that fails, the courts located in the State of Delaware have exclusive jurisdiction, and each party consents to that jurisdiction and venue.
Nothing here prevents either party from seeking injunctive relief where it is available.
12. General
Notices go to MillionReps at lance@xcor-cto.com or at 8 THE GRN STE 13688, DOVER, DE, US 19901, and to you at the email and address on your account. Notice is effective when received.
Neither party may assign this Agreement without the other's written consent, except to a successor to substantially all of its business, on notice.
This Agreement, together with the commercial terms shown on your dashboard, is the entire agreement about its subject and replaces any earlier summary terms you accepted. MillionReps may publish a revised version; the revision applies to you when you accept it, and until then the version you accepted governs.
If a provision is unenforceable, the rest stays in force. A failure to enforce a right is not a waiver of it.