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Required by the Texas Uniform Electronic Transactions Act (Tex. Bus. & Com. Code Section 322.005) and the federal E-SIGN Act. Please read and consent below.
By checking the boxes below, you agree that Texas Digital Asset Management Group, Inc. (DBA OurEsign) may provide all of the following to you in electronic form rather than on paper:
To receive and retain electronic records, you confirm that you have:
You may request paper copies of any signed document at no charge by emailing support@ouresign.com. Paper copies will be mailed to the address on file within 14 business days.
You may withdraw this consent at any time by emailing support@ouresign.com with the subject line "Withdraw E-Sign Consent." If you withdraw, the Company may, in its sole discretion, terminate your Sales Partner relationship, because electronic records are required to operate the rep portal.
You agree to keep your email and mailing address current in the rep portal. Notices sent to the email on file are deemed delivered.
All electronically signed documents will be stored in encrypted Azure Blob Storage with timestamp, IP address, and audit-trail metadata, and will remain accessible to you in your dashboard for at least seven (7) years.
By clicking the consent button below in this web form, you are demonstrating that you can access information in the electronic form in which it will be provided. This satisfies the federal E-SIGN Act Section 7001(c)(1)(C)(ii) "reasonable demonstration" requirement.
Signing as: —
This is a standalone acknowledgment, separate from the main Sales Partner Agreement. Please read each section and check the box to acknowledge.
I understand I am being engaged as an independent contractor (1099-NEC), not as an employee (W-2). I am not entitled to any employee benefits (health insurance, retirement plans, paid time off, workers' compensation, unemployment insurance). The Company will not withhold taxes from my commissions. I am solely responsible for paying my own taxes. The Company will issue an IRS Form 1099-NEC annually.
I set my own work schedule and choose my own work location. The Company does not require me to work a minimum number of hours, and does not impose daily activity quotas. I use my own equipment, vehicle, and supplies. I am free to work for other companies as long as I do not violate the non-solicitation or confidentiality terms of my Sales Partner Agreement. My status depends on producing results, not on hours worked.
I have no authority to enter into contracts on behalf of the Company. I have no authority to make promises, warranties, or guarantees about the Company's products beyond what is officially published. I will identify myself in all customer communications as an Independent Sales Partner of OurEsign, not as an employee.
My compensation is entirely commission-based, with no guaranteed minimum income. I may earn nothing in any given week, month, or year if I do not produce qualifying sales. Commissions are paid only on collected subscription revenue and are subject to chargeback and clawback. I bear the risk of profit and loss. No one has guaranteed me any specific level of earnings, leads, or sales opportunities.
I have had a full and fair opportunity to review this Acknowledgment and the main Sales Partner Agreement, to ask questions, and to consult with an attorney of my own choosing before signing. I am signing voluntarily and without coercion.
If I later disagree with my classification as an independent contractor, my exclusive remedies are: (a) to file IRS Form SS-8 with the IRS, or (b) to file a claim with the Texas Workforce Commission. I will not raise misclassification as a defense to my obligations under the Sales Partner Agreement (NDA, Non-Solicitation, Indemnification), all of which apply regardless of classification.
Signing as: —
Independent Contractor, Non-Disclosure, and Non-Solicitation Agreement (Version 3.0). Please read the full agreement carefully and sign with your legal name.
INDEPENDENT SALES PARTNER AGREEMENT
Between Texas Digital Asset Management Group, Inc. (DBA OurEsign) and the undersigned Contractor
Contractor is engaged as an independent contractor and not as an employee, agent, partner, or joint venturer of the Company. Contractor is solely responsible for all federal, state, and local taxes, self-employment taxes, insurance, and business expenses. The Company will not withhold taxes and will issue IRS Form 1099-NEC. Contractor receives no employee benefits. Contractor controls the manner and means of performing services, sets their own schedule, and uses their own equipment. Contractor shall not represent themselves as an employee or hold themselves out as having authority to bind the Company.
Contractor agrees to promote and sell OurEsign subscription products to qualified business prospects, using only officially provided marketing materials and pricing. Contractor shall comply with all applicable laws including the TCPA, CAN-SPAM Act, state Do-Not-Call laws, state consumer protection laws, and FTC rules. Contractor shall not make representations beyond officially published materials and shall not engage in false, misleading, deceptive, or high-pressure sales practices.
Contractor controls the methods and pace of their own sales activities. The Company does NOT set daily call volumes, visit counts, or activity quotas. Contractor agrees to identify themselves as an Independent Sales Partner (never as a Company employee), honor all DNC list scrubbing, obtain prior express consent for SMS, comply with CAN-SPAM email rules, never scrape or purchase non-consented lead lists, and never make unauthorized promises about Product features or pricing.
To maintain active Sales Partner status, Contractor must produce at least 3 activated paying customers per rolling 90-day period, beginning 90 days after activation (the Onboarding Ramp). Failure triggers Probation (60 days to produce 1 more), then Deactivation. Deactivation is not termination for cause and preserves commission eligibility on existing customers within their 24-month windows.
Contractor shall earn a flat 20% commission on collected subscription revenue from each customer activated under their referral code, for a maximum of 24 consecutive months from each customer's activation date. The 24-month window begins on each customer's activation and ends automatically on the 24-month anniversary. Plan upgrades/downgrades adjust the commission amount but do NOT extend the window. After the window closes, no further commission is paid on that customer. Commission is paid on the 15th of each month for prior-month collections. Required: valid W-9 on file. Minimum payout $50. ACH direct deposit. Refunds/chargebacks within 90 days result in commission clawback.
Inbound leads received directly by the Company belong to the Company and are not auto-assigned. A customer is credited to Contractor only if they sign up using Contractor's unique referral code, or if Contractor introduced them and the Company documented the introduction in CRM before signup. Two-rep disputes resolved by earliest credit. Contractor may NOT bid on Company brand names/trademarks on paid advertising platforms. Contractor may NOT contact existing Company customers for re-solicitation.
Because commissions run on each customer's 24-month window (not on Contractor's status), termination behavior differs from traditional trail commissions. Termination WITHOUT cause by the Company, voluntary resignation with the required 30 days' written notice, or deactivation: Contractor continues to receive 20% commission on previously activated customers until each customer's individual 24-month window closes, subject to conditions. Termination FOR cause: all rights to future commissions cease immediately. Conditions: continued NDA, non-solicitation, IP compliance; customer remains an active subscriber; chargeback/clawback rules apply.
Contractor agrees to keep confidential all proprietary information, trade secrets, customer lists, customer data, pricing, business plans, technical information, source code, sales scripts, training materials, and other non-public information of the Company or its customers. This obligation survives termination for 3 years, with trade secrets and customer personal data confidential indefinitely as required by law. Contractor shall not store customer data on personal devices beyond what is strictly necessary, and shall return or destroy all Confidential Information upon termination.
Company-initiated termination: The Company (OurEsign / Texas Digital Asset Management Group, Inc.) may terminate this Agreement at any time, with or without cause, and with no notice required. If terminated by the Company without cause, Contractor retains trail commissions on previously activated customers in accordance with Section 7.
Contractor-initiated termination: Contractor must provide at least 30 days' written notice before resigning. If Contractor stops working, abandons their accounts, or otherwise leaves without providing the required 30 days' written notice, Contractor forfeits all unpaid and future commissions, including trailing commissions on previously activated customers.
For Cause termination (immediate, no notice, no trail commissions, regardless of which party terminates): fraud, material breach, law/compliance violations (TCPA, CAN-SPAM, DNC, consumer protection), false/deceptive sales practices, NDA violations, non-solicitation breach, pattern of customer complaints indicating unprofessional conduct, failure to maintain valid W-9, or conduct bringing the Company into disrepute.
During the term of this Agreement and for 24 months following termination, Contractor shall not directly or indirectly: (a) Solicit any competing electronic signature, document signing, or contract management service to customers Contractor introduced, learned of through the Company, or active Company customers; (b) Recruit other Company contractors, employees, or Sales Partners away; or (c) Use Confidential Information for any other purpose. Breach during the post-termination commission window immediately terminates remaining commissions.
All marketing materials, sales scripts, training content, leads, customer relationships, and customer data established through Company systems remain the sole property of the Company. Any improvements, suggestions, ideas, or work product created by Contractor in connection with services hereunder shall be the sole property of the Company. Contractor's unique referral code and personal sales statistics remain accessible for tax and record-keeping purposes for 7 years following termination.
Contractor indemnifies, defends, and holds harmless the Company from third-party claims, damages, fines, or expenses arising from Contractor's breach of this Agreement, violation of any law (including TCPA, CAN-SPAM, DNC), misrepresentations to customers, or negligent/willful misconduct. The Company's total liability to Contractor shall not exceed total commissions paid to Contractor in the prior 12 months. No indirect, incidental, consequential, special, or punitive damages.
This Agreement is governed by Texas law. Informal Resolution: 30-day discussion period required before formal dispute. Arbitration: binding arbitration in Dallas County, Texas, administered by the American Arbitration Association under Commercial Arbitration Rules. THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO JURY TRIAL AND TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. Exception: either party may seek injunctive relief in Texas state or federal court for breaches of NDA, Non-Solicitation, or IP without first arbitrating.
To the extent Texas Business & Commerce Code Chapter 54 applies to this Agreement, the parties acknowledge: this Agreement is in writing in a computer-based medium per Section 54.002(a)(1); it states the commission method per Section 54.002(a)(2); Contractor receives an electronic copy retained for 7 years; commissions earned through termination will be paid no later than 30 working days after termination per Section 54.003; venue is Texas per Section 54.002(c). The applicability of Chapter 54 to SaaS subscriptions is unsettled; this Section is included out of caution and is not an admission that Chapter 54 applies.
This Agreement is the entire agreement and supersedes prior negotiations. The Company may issue updated policies on 30 days' notice provided they do not materially reduce Contractor's compensation rights on previously activated customers. Material amendments require both-party signature. Invalid provisions are reformed to maximum permissible extent without affecting the remainder.
By signing below, Contractor acknowledges they have read and understood this Agreement, had the opportunity to consult an attorney, are signing voluntarily, and understand this electronic signature is legally binding under the E-SIGN Act and the Texas Uniform Electronic Transactions Act. Contractor acknowledges they are an independent contractor, not an employee, and are not entitled to employee benefits.
Signing as: —
Required by the IRS before your first commission payment. Your SSN/EIN is encrypted and stored securely. This information is used solely for tax reporting purposes.