Sales Partner Agreement

1. Parties & Purpose

This Sales Partner Agreement (the "Agreement") is between 3ANGLE CORP., doing business as InventaCloud ("InventaCloud", "we", "us"), and the individual or entity accepting it (the "Partner", "you"). It governs your participation in the InventaCloud.AI sales partner program (the "Program"), under which you refer and help close new paying customers in exchange for commission.

2. Independent Contractor

You are an independent contractor, not an employee, agent, joint venturer, or partner of InventaCloud. You have no authority to bind InventaCloud, to make representations or warranties on its behalf, or to set pricing or contract terms. You are solely responsible for your own taxes, expenses, and business costs.

3. The Role

• Introduce InventaCloud.AI to prospective vendors and help move them toward a paid subscription.
• Represent the product accurately, using only InventaCloud-approved materials and claims.
• Comply with all applicable laws, including anti-spam (e.g., CAN-SPAM) and marketing regulations.
• Not make guarantees about results, pricing, or features beyond published, approved materials.

4. Commission Structure

Commission is calculated on the plan a referred customer subscribes to, as published on the partner program page, subject to the qualification and clawback terms below:

• Monthly plans: the first month's subscription value (currently $100–$700 depending on plan).
• Annual plans: 15% of the first-year contract value (currently $150–$1,000+ depending on plan).
• Upgrades: if a referred customer upgrades within 12 months of activation, you earn commission on the difference in plan value.

Published commission figures are illustrative and may be updated by InventaCloud from time to time. The rates in effect at the time a customer qualifies (Section 5) govern that customer's commission.

5. Commission Qualification (60-Day Rule)

Commission is payable only after the referred customer remains an active, paid subscriber for 60 continuous days with no cancellation, refund, payment dispute, failed payment, or chargeback during that period (the "Qualification Period").

• If a customer cancels during the free trial, no commission is owed.
• If a customer cancels, is refunded, fails payment, or disputes a charge before completing the 60-day Qualification Period, no commission is owed.
• A customer who remains active and paid through day 60 qualifies the referral for commission.

6. Clawback (90-Day Window)

If commission has already been paid and the referred customer subsequently receives a refund or chargeback, or reverses payment, within the first 90 days of their paid subscription, the corresponding commission may be deducted ("clawed back") from your future payouts. If no future payout is available to offset, you agree to repay the clawed-back amount within thirty (30) days of notice.

7. Attribution

A new customer is credited to you when InventaCloud confirms in writing that the customer resulted from your introduction, or from your registered referral link or code. Where attribution is unclear or claimed by more than one party, InventaCloud's reasonable, good-faith determination is final.

8. Payment Terms

• Qualified commissions are paid monthly, within thirty (30) days after the customer completes the 60-day Qualification Period.
• Payments are made via Stripe, PayPal, or bank transfer, as arranged with you.
• A minimum payout threshold of $50 may apply; balances below it roll forward to the next payout.
• You must provide valid tax documentation (e.g., W-9 or W-8) before any payout. You are responsible for all taxes on amounts received.

9. Confidentiality

You may receive non-public information about InventaCloud, its customers, pricing, and roadmap. You agree to keep it confidential, use it only to perform under this Agreement, and not disclose it without our written consent. Customer personal data must be handled in accordance with our Privacy Policy and applicable law.

10. Brand & Conduct

• Use InventaCloud names, logos, and materials only as approved, and stop on request.
• No spam, misleading claims, impersonation, paid search on our trademarks, or unauthorized incentives.
• Do not disparage InventaCloud or its customers.

11. Term & Termination

This Agreement begins when you accept it and continues until terminated. Either party may terminate for convenience on fourteen (14) days' written notice. InventaCloud may suspend or terminate immediately for breach, fraud, or conduct that creates legal or reputational risk.

12. Effect of Termination

On termination, commissions for customers who have already completed the 60-day Qualification Period before the termination date remain payable, subject to the clawback in Section 6. No commission accrues for referrals that have not qualified as of the termination date, unless agreed in writing.

13. Limitation of Liability

To the maximum extent permitted by law, InventaCloud is not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or anticipated commissions, arising out of or relating to the Program. Our total liability under this Agreement will not exceed the commissions paid or payable to you in the twelve (12) months preceding the claim.

14. Governing Law

This Agreement is governed by the laws of the State of New York, without regard to its conflict of law principles.

15. Changes

We may update this Agreement and the Program terms from time to time. We will make reasonable efforts to notify active Partners of material changes. Continued participation after changes become effective constitutes acceptance.

16. Acceptance

By participating in the Program or clicking to accept, you confirm that you have read, understood, and agree to this Agreement.