Sales Representative & Commission Agreement

1. Sales Referral Qualification and Customer Attribution

1.1 Approved referral methods. A sales representative may qualify for referral attribution when a customer is associated with the representative through an SQ-issued referral code, an SQ-tracked signup, or a documented referral expressly approved by SupplementQuotes (SQ). Referral attribution is subject to this Agreement and the applicable commission eligibility provisions.

1.2 Referral codes and automated attribution. SQ may assign unique referral codes to sales representatives. Where a customer registers through a valid code, SQ may automatically associate that customer account with the corresponding representative, subject to verification, correction of errors, and applicable restrictions.

1.3 Manual attribution. SQ may approve manual attribution when credible, contemporaneous documentation demonstrates that the representative legitimately introduced the customer to SQ. SQ may request supporting records and shall document any approved manual assignment.

1.4 Existing customers and competing claims. A representative may not claim an existing SQ customer, an already-attributed customer, or a customer independently acquired by SQ without SQ’s express approval. SQ shall review competing claims in good faith using available signup, referral, communication, and account records.

1.5 Attribution records and limitations. SQ shall maintain reasonable records of customer attribution and approved corrections. Attribution alone does not establish that a commission has been earned, vested, or become payable; those matters are governed by Sections 2 through 6 of this Agreement.

1.6 No unilateral reassignment. A representative may not change customer attribution or promise commission eligibility on SQ’s behalf. Any exception or reassignment must be authorized and recorded by SQ.

2. Commission Rate and Eligible Order Value

2.1 Standard commission rate. Subject to the attribution, earning, adjustment, payment, and termination provisions of this Agreement, a qualifying representative shall receive twenty percent (20%) of the SQ Platform Fee actually earned and retained by SQ on an eligible order attributed to that representative. The standard SQ Platform Fee is ten percent (10%) of the manufacturer’s product-unit charge, excluding separately stated labeling, shipping, taxes, and other pass-through amounts. For a standard unadjusted order, the representative’s share therefore equals two percent (2%) of the manufacturer’s eligible product-unit charge, not two percent (2%) of the customer-facing price.

2.2 Eligible SQ Platform Fee. “Eligible SQ Platform Fee” means the portion of SQ’s product-only platform fee attributable to a qualifying order that SQ actually collects and retains, after adjustments attributable to refunded, credited, reversed, canceled, or uncollected product amounts. The fee excludes manufacturer compensation and separately stated labeling, freight, taxes, and other pass-through charges. Stripe or banking processing expenses do not automatically reduce this commission base unless a separately signed amendment expressly provides otherwise. Any authorized discount that reduces SQ’s actual platform fee reduces the Eligible SQ Platform Fee accordingly.

2.3 Exclusions and adjustments. No commission is payable on labeling, freight, taxes, non-product pass-through amounts, or product amounts for which SQ earns no platform fee. Commissions are subject to the collection, reversal, refund, and reconciliation provisions below. An expressly documented and SQ-approved collision involving two different representatives may allocate ten percent (10%) of the Eligible SQ Platform Fee to each representative, rather than twenty percent (20%) to one representative; no additional representative commission is created by that allocation.

2.4 Illustration. If the manufacturer’s eligible product charge is $10,000 and SQ adds its standard ten percent (10%) product markup, the customer-facing product price is $11,000 and the SQ Platform Fee is $1,000. Assuming full collection, no fee reductions, and one properly attributed representative, the commission is $200 (20% × $1,000). In a documented two-representative collision, each representative’s commission would be $100 (10% × $1,000). These illustrations do not override the operative terms.

2.5 No alteration of platform fees. The representative commission is a contractual obligation of SQ as provided in this Agreement; it does not change the customer price, the manufacturer’s agreed compensation, or SQ’s separately applicable platform fee. No representative may promise a different commission rate or order price without SQ’s written authorization.

3. Repeat-Order Commission Eligibility

3.1 Repeat-order eligibility. Subject to the other provisions of this Agreement, an approved representative shall be eligible for the commission share established in Section 2 of the Eligible SQ Platform Fee for qualifying orders placed by a customer attributed to that representative under Section 1 during the applicable Repeat-Order Commission Period, whether or not the representative directly participates in each repeat order.

3.2 Start and duration. The Repeat-Order Commission Period begins on the date of the attributed customer’s first paid order through SupplementQuotes and continues for twenty-four (24) calendar months thereafter. For this purpose, “first paid order” means the first order for which SQ has received the initial required customer payment, subject to later payment reconciliation and the commission earning rules established elsewhere in this Agreement.

3.3 Orders within the period. A qualifying order must be placed and accepted through SQ during the Repeat-Order Commission Period. Commission on such an order remains subject to the applicable earning, collection, cancellation, refund, adjustment, and payment rules, even if final settlement occurs after the period ends.

3.4 Expiration and extensions. No new repeat-order commission eligibility arises from orders placed after the twenty-four-month period expires unless SQ expressly authorizes an extension in a written agreement identifying the customer and the applicable extended period. Continued customer attribution in SQ systems does not itself extend commission eligibility.

3.5 Termination reserved. This Section establishes the standard repeat-order eligibility window and does not independently guarantee commissions after the representative’s relationship with SQ terminates. Post-termination eligibility and payment of accrued commissions shall be governed by Sections 6 and 14, subject to applicable law.

3.6 No duplicate commissions. The same order shall not generate duplicate representative commissions merely because multiple representatives assert a referral or provide services. Any exceptional split or reassignment must be expressly documented and approved by SQ, consistent with Section 1.

4. Commission Earning and Payment Timing

4.1 Collection prerequisite. A representative’s commission on a qualifying order becomes eligible for payment only after SQ has received the full applicable customer product payment in cleared, available funds and has confirmed the Eligible SQ Platform Fee and commission amount under this Agreement. Receipt of a deposit alone does not trigger commission payment.

4.2 Payment verification. Before confirming eligibility, SQ may verify that there are no unresolved payment reversals, chargebacks, refunds, credits, collection shortfalls, or adjustments affecting the eligible order value. SQ shall not unreasonably delay confirmation after the required conditions have been satisfied.

4.3 Payment deadline. SQ shall process payment of the confirmed commission within ten (10) business days after commission eligibility is confirmed. A business day excludes Saturdays, Sundays, and U.S. federal banking holidays. Bank settlement times after SQ initiates payment are outside SQ’s control.

4.4 Calculation example. On a $10,000 manufacturer product charge with a $1,000 SQ Platform Fee and an $11,000 customer-facing product price, the standard representative commission is $200. If the customer pays a $5,500 deposit and a $5,500 balance, the $200 commission is not payable upon receipt of the deposit alone; the conditions in Sections 4.1–4.3 must first be met.

4.5 Later adjustments. Any subsequent refund, reversal, cancellation, or other adjustment affecting an amount already commissioned will be addressed under Section 5. This Section does not authorize an automatic deduction from other earned compensation where prohibited by applicable law.

4.6 No independent payment promise. A representative may not promise customers, manufacturers, or other representatives a different commission payment schedule without SQ’s express written authorization.

5. Cancellations, Refunds, and Commission Adjustments

5.1 Net eligible fees. Commissions are calculated and ultimately reconciled against the Eligible SQ Platform Fee actually collected and retained on the qualifying order, rather than against the total customer-facing product price. SQ’s payments to the manufacturer and separately stated pass-through amounts are not part of the commission base. Refunds, credits, reversals, cancellations, and approved reductions to SQ’s platform fee shall be reflected in the reconciliation.

5.2 Canceled or fully refunded orders. If an order is canceled or the eligible product revenue is fully refunded, no commission is payable on that refunded or canceled amount, subject to applicable law and any commission rights that cannot lawfully be forfeited.

5.3 Partial refunds and adjustments. If an eligible order is partially refunded, credited, or reversed, SQ shall proportionately reduce the commission to reflect the corresponding reduction in the Eligible SQ Platform Fee. SQ shall provide a reasonable itemized reconciliation identifying the order, the original commission calculation, the relevant adjustment, and the resulting commission balance.

5.4 Commissions previously paid. Where a subsequent adjustment creates a documented commission overpayment, SQ may request repayment or, where permitted by applicable law and this Agreement, offset the overpayment against future commission payments. SQ shall give written notice and a reasonable opportunity for the representative to dispute the calculation before implementing an offset.

5.5 Protected amounts. Nothing in this Agreement authorizes SQ to deduct disputed commission amounts from unrelated wages, earned compensation protected by applicable law, or other funds where such deduction is prohibited. Any repayment or offset is subject to applicable wage-payment, contract, and other laws, including the representative’s lawful worker classification.

5.6 Dispute and recordkeeping. SQ shall retain reasonable records supporting adjustments and review good-faith objections promptly. The parties shall work in good faith to resolve discrepancies; SQ shall not use a disputed adjustment to withhold unrelated, undisputed commissions except as lawfully permitted.

6. Commissions Following Termination

6.1 Accrued commissions. Termination of the representative relationship does not extinguish commissions already earned under this Agreement. SQ shall calculate and pay those commissions subject to Sections 2, 4, and 5 and applicable law.

6.2 Orders accepted before termination. Orders placed by an attributed customer and accepted by SQ before the effective termination date remain eligible for commission, even if full customer payment is received afterward, provided the order was within the original twenty-four (24)-month referral window and otherwise meets the Agreement’s conditions.

6.3 Ninety-day transition period. For ninety (90) calendar days following the effective termination date, the former representative may earn commissions on new qualifying orders placed and accepted by SQ from customers properly attributed to that representative before termination, but only to the extent each order is also placed and accepted within the applicable twenty-four (24)-month Repeat-Order Commission Period under Section 3.

6.4 End of new eligibility. After the ninety (90)-day transition period expires, no new commission eligibility arises on orders accepted thereafter, even if the original twenty-four (24)-month referral window has not expired, unless SQ and the representative expressly agree otherwise in writing or applicable law requires a different result.

6.5 Payment and adjustments. Commissions on qualifying pre-termination and transition-period orders are payable only after the full collection and verification conditions of Section 4 are satisfied, within the agreed ten (10) business-day payment period. Refunds, reversals, credits, and overpayments remain subject to Section 5.

6.6 No expansion of referral rights. The transition period does not permit the former representative to claim new customer referrals, reassign existing SQ customers, act for SQ, or extend an expired referral window. Nothing in this Section overrides mandatory compensation law or a separately executed written agreement that lawfully provides different post-termination rights.

7. Salesperson Pricing, Discounts, and Negotiation Authority

7.1 Permitted discussions. A representative may communicate SQ-approved pricing and commercial terms, discuss customer requests for discounts or special arrangements, and convey proposed changes to SQ for consideration. Such discussions are nonbinding unless and until authorized as set forth below.

7.2 No independent authority. A representative has no authority, solely by reason of the representative relationship, to approve discounts, reduce or waive SQ’s standard ten percent (10%) product markup, alter manufacturer quotations, change deposit or balance requirements, waive fees, guarantee production or delivery dates, or amend any purchase order, platform agreement, or other binding transaction term.

7.3 Documented SQ approval. Any proposed exception to SQ pricing, payment, or other transaction terms requires SQ’s prior express documented approval by an authorized SQ decision-maker. Silence, informal discussion, or a representative’s statement does not constitute approval. SQ may withhold approval in its discretion, subject to its existing contractual obligations and applicable law.

7.4 Manufacturer and other affected-party consent. If a proposed exception changes a manufacturer’s pricing, lead time, specifications, responsibilities, or other rights or obligations, the manufacturer’s documented consent is also required. Any other materially affected party must likewise approve a change to its rights or obligations. SQ approval alone does not bind a nonconsenting party.

7.5 Written implementation. Approved exceptions must be accurately reflected in the applicable SQ order record, quote revision, purchase order, or written amendment as appropriate. Until required approvals are recorded, the existing accepted terms remain in effect.

7.6 Unauthorized representations. A representative shall promptly correct or report any mistaken or unauthorized promise and shall not represent an unapproved proposal as final. SQ may address unauthorized conduct under Sections 14 and 15 of this Agreement, subject to applicable law.

7.7 Commission effects reserved. Any effect of an authorized discount on the Eligible SQ Platform Fee and resulting commission shall be determined under Section 2 and the collection and adjustment rules of Sections 4 and 5; this Section does not independently authorize a different commission rate.

8. Independent Contractor Relationship and Classification

8.1 Intended relationship. The parties intend that the representative provide referral and sales-development services as an independent contractor rather than as an employee, to the extent this classification is consistent with the actual working relationship and applicable federal, state, and local law. No contractual label overrides mandatory classification requirements.

8.2 Control of services. Subject to the representative’s legal duties and this Agreement, the representative generally determines their own work schedule, location, methods of outreach, and manner of performing services. SQ may establish requirements concerning platform access, approved messaging, pricing authority, confidentiality, customer data, lawful conduct, and brand protection without granting broader employment-like supervision.

8.3 Compensation and benefits. Compensation under this Agreement is commission-based as expressly provided in Sections 1–6, without a guaranteed salary or minimum volume of assignments. Except as required by applicable law or a separate written arrangement, the representative is not eligible for SQ employee benefits, paid leave, or employer-sponsored benefit plans solely by reason of this Agreement.

8.4 Expenses and taxes. Unless SQ agrees otherwise in advance in writing, the representative bears ordinary expenses of performing services, including travel, equipment, and communications. The representative is responsible for applicable taxes and filings associated with contractor compensation, subject to any withholding, reporting, or payment obligations that law places on SQ.

8.5 No power to bind SQ. The representative has no authority to enter contracts, accept orders, approve pricing exceptions, make warranties, incur liabilities, or bind SQ or any manufacturer, except through a specific written authorization issued by SQ. Section 7 governs proposed discounts and commercial exceptions.

8.6 Compliance and reassessment. Both parties shall comply with applicable worker-classification, tax, labor, and other laws. SQ may reassess the relationship as duties or legal requirements change and shall make legally required adjustments, including reclassification where appropriate. Any inconsistent provision shall yield to mandatory law; accrued compensation rights remain subject to applicable law and this Agreement.

8.7 No exclusivity presumed. Unless a separate lawful written restriction applies, the representative may provide services to other businesses, provided they do not misuse SQ confidential information, misrepresent SQ, violate applicable conflict restrictions, or interfere with duties expressly assumed under this Agreement.

9. Customer Relationships, Platform Records, and Limited Non-Solicitation

9.1 Platform relationships and records. Customer accounts maintained through SupplementQuotes (SQ), platform access credentials, referral and attribution records, RFQs, quotations, order histories, communications stored on the platform, and related platform business records remain under SQ’s administration and control, subject to customers’ ownership and other rights in their own information, applicable privacy law, and the governing SQ customer and manufacturer agreements. Referral attribution does not transfer ownership of an account or its records to the representative.

9.2 Permitted use of customer information. The representative may access and use SQ customer information solely to perform authorized services under this Agreement and in accordance with SQ policies, customer permissions, confidentiality obligations, and applicable law. The representative shall not export, retain, disclose, sell, or use SQ confidential customer lists or nonpublic transaction information for an unauthorized purpose.

9.3 Limited non-solicitation. During the term of this Agreement and for twelve (12) months after its termination, the representative shall not knowingly and actively solicit a customer with whom the representative had material dealings through SQ, for the specific purpose of diverting that customer’s business conducted through SQ to a competing manufacturing sourcing or quotation service, but only to the extent this restriction is reasonable and enforceable under applicable law.

9.4 Express limitations. Section 9.3 does not, by itself, prohibit general advertising not specifically directed at covered SQ customers, relationships genuinely developed independently of SQ without misuse of its confidential information, unsolicited approaches initiated by customers without prohibited solicitation, or lawful competition that does not involve prohibited conduct. No provision transfers to SQ a customer’s independent right to select service providers.

9.5 No general non-compete. This Section is intended as a targeted customer non-solicitation and confidentiality safeguard, not a blanket restriction on the representative working in the dietary supplement industry or providing lawful services to other businesses. Any application must be evaluated under governing law, including rules applicable to independent contractors.

9.6 Exit and return of information. Upon termination or SQ’s reasonable request, the representative shall cease unauthorized access to SQ systems and return or securely delete SQ confidential customer materials in their possession, except records required to be retained by law or reasonably necessary to document compensation claims, which remain subject to confidentiality protections.

9.7 Remedies and legal review. Any alleged breach shall be evaluated on the facts and under applicable law. SQ may pursue remedies legally available for proven misuse of confidential information or enforceable solicitation restrictions.

10. Confidentiality and Protection of SQ Information

10.1 Confidential information. “Confidential Information” means nonpublic information obtained through the representative’s SQ relationship, including customer formulations and product specifications, RFQs, manufacturer identities and quotes where nonpublic, pricing and negotiated terms, customer contact information and order histories, SQ commission structures, business plans, financial information, platform credentials, proprietary technology, and other information reasonably understood to be confidential, regardless of format.

10.2 Permitted use and limited disclosure. The representative shall use Confidential Information solely to perform authorized SQ services and shall not disclose it except to persons specifically authorized by SQ who have a legitimate need to know and are subject to appropriate confidentiality obligations. The representative shall not copy, export, retain, or use such information for personal benefit or competing activities except as expressly authorized in writing.

10.3 Safeguards and incident notice. The representative shall exercise reasonable care, no less than the care used for their own comparable sensitive information, to prevent unauthorized access, loss, or disclosure; protect login credentials; comply with applicable SQ security instructions; and promptly notify SQ upon discovering a suspected unauthorized access or disclosure, cooperating reasonably in containment and remediation.

10.4 Exclusions. Confidential Information does not include information the representative can demonstrate: (a) becomes publicly available without breach; (b) was lawfully known without confidentiality restrictions before disclosure; (c) is lawfully received from a third party without duty of confidentiality; or (d) is independently developed without using protected SQ information.

10.5 Required and protected disclosures. Disclosure required by law, subpoena, or lawful governmental process is permitted to the extent required, with prior notice to SQ where legally permitted and reasonably practicable. Nothing in this Agreement restricts lawful reports to regulators, protected whistleblowing, discussion of legally protected working conditions, or other nonwaivable rights. Notice under 18 U.S.C. § 1833(b): an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

10.6 Duration. The confidentiality and restricted-use obligations continue during the relationship and for three (3) years after termination as to ordinary Confidential Information. Qualifying trade secrets remain protected for so long as they retain trade-secret status under applicable law. Personal information remains subject to applicable privacy and data-protection obligations for as long as required by law.

10.7 Return and deletion. Upon SQ’s request or termination, the representative shall promptly return or securely delete Confidential Information in their possession or control, cease access to SQ systems, and reasonably certify compliance upon request, except copies legally required to be retained, which remain protected and unused except for the legally required purpose.

10.8 Relationship to other obligations. This Section supplements the customer-information protections of Section 9 and applicable SQ platform policies. It does not grant the representative ownership of customer formulations or other third-party intellectual property and does not override more protective lawful obligations owed to customers or manufacturers.

11. Manufacturer Contact and Non-Circumvention

11.1 Authorized communications. The representative may contact or communicate with manufacturers only as expressly authorized by SQ for legitimate quoting, customer service, order coordination, or other assigned SQ business. Such authorization may be limited or revoked by SQ. Manufacturer communications shall comply with SQ platform rules, confidentiality obligations, and any applicable customer or manufacturer restrictions.

11.2 Prohibition on circumvention. During this Agreement, the representative shall not knowingly use SQ Confidential Information, manufacturer introductions made through SQ, nonpublic quotes, transaction records, or customer opportunities materially handled through SQ to divert an SQ transaction to a direct or competing arrangement for the purpose of bypassing SQ or its applicable fees.

11.3 Limited post-termination period. For twelve (12) months following termination, the restriction in Section 11.2 continues solely as to identifiable customer-manufacturer opportunities that the representative materially handled through SQ during the Agreement. This restriction is subject to applicable law and shall not be interpreted as a general prohibition on competing or working in the supplement industry.

11.4 Excluded relationships and activity. The restriction does not extend to relationships genuinely established independently of SQ, publicly available information lawfully used without reliance on SQ Confidential Information, or business unrelated to opportunities materially handled through SQ. A preexisting relationship does not authorize disclosure or misuse of SQ customer formulations, pricing, quotes, or other protected information.

11.5 No authority to bind SQ or manufacturers. Authorization to communicate does not authorize the representative to sign contracts, change manufacturer quotes, approve price concessions, alter payment terms, or otherwise bind SQ, a customer, or a manufacturer. Required approvals remain governed by Section 7 and the applicable transaction agreements.

11.6 Reporting and remedies. The representative shall promptly disclose any potential conflict or proposed off-platform transaction involving an SQ opportunity and refer requests for exceptions to SQ for written review. Alleged breaches shall be evaluated under applicable law; remedies are limited to those legally available, and nothing in this Section expands restrictions beyond their enforceable scope.

11.7 Coordination with existing protections. This Section supplements Sections 9 and 10 and does not override lawful customer rights, mandatory disclosures, or more specific obligations agreed to by the affected parties. Any exception materially affecting manufacturer or customer rights requires the affected party’s approval where applicable.

12. Salesperson Marketing and Advertising Rules

12.1 Approved materials. The representative may use only current SQ-approved trademarks, logos, brand assets, promotional materials, and standard marketing statements, and solely to promote SQ in connection with authorized sales activities. SQ may update or revoke permission to use particular materials at any time upon notice.

12.2 Permitted outreach. Subject to this Agreement, SQ policies, and applicable law, the representative may independently conduct outreach to prospective supplement brands through lawful business communications and may distribute approved SQ marketing content. The representative is responsible for complying with applicable advertising, commercial-email, telemarketing, privacy, consumer-protection, and platform rules, including required disclosures and opt-out obligations.

12.3 Prior written approval. The representative must obtain SQ’s prior written approval before publishing custom advertisements that make new claims about SQ, launching paid advertising campaigns using SQ’s name or trademarks, creating or operating accounts that purport to be official SQ channels, or using nonapproved promotional content. SQ may require correction, suspension, or removal of content that is inaccurate, unlawful, misleading, or inconsistent with approved brand standards.

12.4 No unauthorized promises. The representative shall not guarantee manufacturing prices, quote availability, manufacturer participation, production lead times, product quality outcomes, regulatory approvals, or business results; alter SQ’s stated fees or payment terms; or make representations beyond SQ-approved information. Pricing and commercial exceptions remain subject to the approval rules in Section 7.

12.5 Accurate identification and authority. The representative must accurately identify their role as an independent sales representative of SQ, must not imply that they are an SQ owner, officer, employee, manufacturer, or authorized contract signatory, and has no authority to bind SQ, its customers, or manufacturers absent express written authorization.

12.6 Confidentiality and intellectual property. Marketing activities must not disclose customer formulations, nonpublic RFQs, manufacturer quotes, customer lists, or other Confidential Information protected by Sections 9–11. All goodwill arising from permitted use of SQ trademarks accrues to SQ; no ownership or transferable license is granted. Upon termination or SQ’s request, the representative shall cease use of SQ branding and remove or return controlled marketing materials, subject to applicable law.

12.7 Responsibility and review. The representative shall promptly cooperate with SQ in reviewing complaints, inaccurate promotions, or legal compliance concerns, and shall preserve relevant records reasonably requested for a legitimate investigation. SQ approval of a particular marketing item does not excuse subsequent unlawful use or materially altered claims.

13. Salesperson Expenses and Reimbursement

13.1 Ordinary expenses. Unless expressly agreed otherwise in advance in writing, the representative shall bear their own ordinary costs of conducting business, including telephone and internet services, transportation, meals, routine prospecting, and general marketing expenses. This allocation is subject to any nonwaivable reimbursement requirement under applicable law.

13.2 Optional SQ-sponsored activities. SQ may, in its sole business discretion, authorize reimbursement for particular activities, including trade shows, customer travel, approved events, or advertising campaigns. Such authorization must be documented in writing before the expense is incurred and should identify the permitted purpose, expense categories, any spending cap, and the approving SQ representative.

13.3 Documentation and submission. To request reimbursement of a preapproved expense, the representative shall provide itemized receipts or other reasonably satisfactory supporting documentation and submit the request using SQ’s designated process within a reasonable time after the expense is incurred. SQ may request clarification and verify that the expense falls within the approved scope.

13.4 No implied reimbursement authority. A customer request, informal discussion, anticipated sales benefit, or prior reimbursement does not independently authorize a new expenditure on SQ’s behalf. Unapproved expenses are not reimbursable unless required by applicable law or subsequently authorized by SQ in writing.

13.5 No offset against commissions without authorization. Reimbursable expenses, if any, shall be accounted for separately from commissions. SQ shall not deduct disputed expenses from earned commissions except as expressly authorized in writing and permitted by applicable law.

13.6 Contractor classification safeguard. These expense provisions reflect the parties’ intended independent-contractor arrangement under Section 8, but do not override any legal requirement arising from the actual nature of the relationship or applicable worker-classification law.

14. Termination Rights and Notice

14.1 Termination on notice. Either SupplementQuotes (SQ) or the representative may terminate this Agreement for any lawful reason by giving the other party at least fifteen (15) calendar days’ written notice. The notice shall identify the intended effective termination date and be delivered using the notice method designated under this Agreement or otherwise acknowledged in writing by the recipient.

14.2 Immediate termination for cause. SQ may terminate this Agreement immediately by written notice if the representative engages in fraud, material misconduct, a material breach of confidentiality or information-security obligations, unauthorized pricing or contractual commitments, deliberate diversion of SQ transactions, or a serious violation of applicable law. SQ may also suspend platform access immediately when reasonably necessary to protect customers, manufacturers, confidential information, or the platform, without automatically extinguishing otherwise earned commissions.

14.3 Effect during notice period. Unless SQ directs otherwise in writing, the representative shall continue to comply with all applicable obligations during the notice period. SQ may limit or revoke access, reassign customer service activities, and instruct the representative to cease holding themselves out as authorized to act for SQ; any such administrative action does not by itself accelerate forfeiture of commissions protected by this Agreement.

14.4 Commissions and transition. Termination does not extinguish commissions earned before the effective termination date or qualifying commissions on orders accepted before termination that become payable upon satisfaction of the collection and adjustment conditions in Sections 2, 4, and 5. The limited ninety (90)-day post-termination transition for qualifying new orders from previously attributed customers remains governed by Section 6, including the original twenty-four (24)-month referral window, subject to applicable law and any separate written agreement.

14.5 Return of property and access. On termination or earlier written request, the representative shall stop using SQ names, marks, credentials, and marketing materials; return or securely delete SQ Confidential Information and property as required by Section 10; and reasonably cooperate in transitioning pending customer matters, subject to lawful retention obligations.

14.6 Survival and lawful rights. Accrued payment and reconciliation rights, confidentiality, limited non-solicitation and non-circumvention obligations to the extent enforceable, dispute rights, and provisions intended by their nature to survive shall remain effective for their stated periods. Nothing in this Section waives nonwaivable rights or remedies under applicable law.

15. Disputes, Governing Law, and General Contract Terms

15.1 Written dispute notice. A party asserting a dispute arising from this Agreement, including a disagreement concerning referral attribution, commission calculations, adjustments, termination, or confidentiality, shall provide written notice reasonably describing the issue, the relief requested, and available supporting records. Each party shall cooperate in exchanging relevant, nonprivileged information reasonably necessary to evaluate the dispute, subject to confidentiality and applicable law.

15.2 Good-faith resolution period. For thirty (30) calendar days after receipt of the written dispute notice, the parties shall attempt in good faith to resolve the matter through discussions between authorized representatives. The parties may agree in writing to extend that period. Nothing in this provision requires either party to waive a statutory right, miss a limitations period, or delay urgent relief necessary to protect confidential information or prevent irreparable harm.

15.3 Courts and venue. If the dispute remains unresolved after the applicable discussion period, either party may seek available relief in a state court of competent jurisdiction located in Maricopa County, Arizona, or, where federal subject-matter jurisdiction exists, the appropriate United States federal court serving Maricopa County, Arizona, subject to mandatory venue, jurisdiction, worker-protection, and other applicable laws. Each party consents to personal jurisdiction in those courts to the extent permitted by law.

15.4 Governing law. Arizona law governs the interpretation and enforcement of this Agreement without regard to conflict-of-law principles, except to the extent superseded by federal law or another jurisdiction’s nonwaivable legal protections. Nothing in this Agreement limits rights or remedies that applicable law does not permit the parties to waive.

15.5 Written amendments and authority. An amendment or waiver is effective only if recorded in writing and approved by SQ and the representative through authorized signatories or an SQ-approved electronic process. A waiver of one breach is not a continuing waiver. A representative has no authority to amend this Agreement, bind SQ to a customer or manufacturer commitment, or waive SQ rights except through an express written delegation.

15.6 Notices and electronic signatures. Formal notices under this Agreement shall be delivered to the most recent notice email address or physical address designated by each party in its signed agreement or written update, using a method that provides a reasonably reliable record of delivery. The parties may execute this Agreement and approved amendments in counterparts and by electronic signature to the extent permitted by applicable law.

15.7 Severability and entire agreement. If a provision is held invalid or unenforceable, the remaining provisions remain in effect to the extent lawful, and any legally permissible narrowing of a restrictive covenant shall be determined by the reviewing court rather than assumed. This Agreement, together with any expressly incorporated signed schedules or approved addenda, constitutes the parties’ agreement concerning sales representation and commissions and supersedes prior inconsistent discussions on that subject. It does not supersede separate agreements unless expressly stated.

15.8 Interpretation and survival. Section headings are for convenience and do not change substantive rights. Any ambiguity concerning commission entitlement shall be resolved by applying the written attribution, earning, adjustment, and termination provisions together, without implying rights not expressly granted. Obligations that by their nature survive termination, including accrued commission reconciliation, confidentiality, enforceable restricted conduct, and dispute resolution, remain effective for their stated or legally permitted duration.