This sales Agreement (the “Agreement”) is entered into on [Insert Effective Date] by and between HI ANGELS CORP., a California corporation, and the SALES AGNET (the “Agent”) (collectively, “the parties’). The Agreement shall be effective immediately upon the parties’ checked and dated on the Sales Page.

WHEREAS, HI ANGELS CORP. is a developer of BlueFaucet software and a “BlueFaucet” brand owner in the United States (“U.S.”).

WHEREAS, Agent is a contracted sales agent who has great relationships with local merchants in the U.S.

NOW, THEREFORE, in consideration of the mutual promises and undertakings stated herein, the parties hereto agree as follows:

1. DEFINITIONS

• “Merchant” means a small business that is based or operated within the U.S., or an owner of a small business that is based or operated within the U.S.
• “Commission” means a one-time payment made to Agent due to Agent’s effort and database records for each and every sale of a BlueFaucet package Agent makes. The amount of commission that is due to Agent for a sale depends on the package he/she sold. If Agent finalizes a sale of a Value Package, the commission for that sale will be $30. If Agent finalizes a sale of a Pro Package or Business Package, for that sale the commission will be $40.
• “Price” means BlueFaucet’s offer of a package for purchase in exchange for a specified amount of money. BlueFaucet has the right to adjust the price.
• “Paid Merchant” means a merchant who has purchased a service package from BlueFaucet.

2. AGENT DEVELOPMENT

• Agent must ensure he/she knows what packages BlueFaucet offers for sale
• Agent will use his/her relationships with local merchants to introduce BlueFaucet’s service to them, and to influence local merchants to become Paid Merchants.
• Agent will, as appropriate, attempt to cause local merchants to become Paid Merchants by using BlueFaucet’s Referral Program page to email Invitation to merchants, or by clicking on the “Copy and Save” button to extract text and send it through other communication apps to merchants.

3. COMMISSION

• The amount of Agent’s commission payment is based on which package a merchant has chosen to purchase. If a merchant purchases the Value Package, Agent’s commission will be $30. If a merchant chose the Pro or Business Package, the commission will be $40.
• The commission will be credited to Agent’s account in two separate transactions equaling one half of the total commission. The first transaction will be processed after Hi Angels Corp.’s receipt of the Paid Merchant’s first monthly payment. The second transaction will be processed after Hi Angels Corp.’s receipt of the Paid Merchant’s second monthly payment. If the Paid Merchant cancels a service package before making its second payment, Agent’s account will not be credited with the second half of the commission.
• Agent will complete and return IRS Form 1099 to receive payment. BlueFaucet is unable to pay sales if he/she is not eligible to working in theS.
• Agent can request to receive a direct bank deposit or mailed check of his commission payments at any time from the Sales Page. To be eligible to receive a part or all of his/her commission payments via a free processing, an Agent must have received at least $200 of commission payments.  If the total amount of commission Agent has received is less than $200, Agent must pay a $20 processing fee for each transaction.

4. INDEMNIFICATION

• By BlueFaucet. BlueFaucet agrees to indemnify, to defend, and to hold Agent and its employees, officers, directors, shareholders, agents, representatives, and affiliates harmless from and against any and all claims, causes of action, judgments and/or settlement costs, other costs and expenses (including, but not limited to, reasonable attorney fees and expenses) (collectively, “Liabilities”) arising out of or resulting from Agent’s breach of any representation, warranty, or covenant set forth in this Agreement as well as any claim for service liability, strict liability in tort, negligence, or any other claim howsoever described arising out of the development of its products. 

• By Agent. Agent agrees to indemnify, to defend, and to hold BlueFaucet and its employees, officers, directors, shareholders, agents, representatives, and Affiliates harmless from and against any and all claims, causes of action, judgments and/or settlement costs, other costs and expenses (including, but not limited to, reasonable attorney fees and expenses) (collectively, “Liabilities”) arising out of or resulting from (a) the advertising, marketing, or sales of any BlueFaucet’s service in the United States, including, without limitation, compliance with all legal requirements; (b)  BlueFaucet’s breach of any representation, warranty, or covenant set forth in this Agreement; and (c) any claim alleging trademark, trade dress, or branding infringement including, without limitation, the use of the “BlueFaucet” trademark/trade name. 

• Conditions of Indemnifications. With respect to any claim for which a party seeks indemnification (the “Indemnified Party”) from the other party (the “Indemnifying Party”) under this Agreement, the Indemnified Party shall (a) advise the Indemnifying Party of any claim, proceeding, or suit alleging a Liability (collectively, a “Claim”), in writing, within fifteen (15) days after the Indemnified Party has received notice of such Claim, or within such period of time so as not to materially prejudice the right of the alleged Indemnifying Party with regard to the defense of such Claim, whichever period is shorter, (b) allow the Indemnifying Party sole control over the defense and assist the Indemnifying Party and its representatives in the investigation and defense of any Claim, and (c) not offer to settle, settle, or otherwise compromise such claim or action without the Indemnifying Party’s prior written consent (which consent will not be unreasonably withheld), unless such settlement fully releases the Indemnifying Party without any liability, loss, cost or obligation to the Indemnifying Party.

5. TERMINATION

Both parties have rights to terminate this agreement. When one party unchecks the box corresponding to the words “Sales Agreement” on the Sales Page, BlueFaucet will immediately stop the sales activities.  

6. NONDISCLOSURE

• It is contemplated that in the course of the performance of this Agreement each party may from time to time disclose Confidential Information to the other. The parties agree that, except as expressly provided herein, they shall not disclose Confidential Information received from the other party, and shall not use Confidential Information disclosed to it by the other party, for any purpose other than to fulfill its obligations hereunder.  Notwithstanding the above, nothing contained in this Agreement shall preclude BlueFaucet or Agent from utilizing Confidential Information as may be necessary for development of the Product pursuant to the terms and conditions of this Agreement.   

• If, in the opinion of the recipient’s counsel, any of the disclosing party’s Confidential Information is required to be disclosed pursuant to law, regulation, or court order, the recipient shall give the disclosing party prompt, written notice (and in any case at least five (5) business days notice) in order to allow the disclosing party to take whatever action it deems necessary to protect its Confidential Information. In the event that no protective order or other remedy is obtained, or the disclosing party waives compliance with the terms of this Agreement, recipient will furnish only that portion of the Confidential Information which recipient is advised by counsel is legally required.

7. MISCELLANEOUS

• Governing Law, Forum and Jurisdiction. This Agreement will be construed according to the laws of the State of California in the U.S. without regard to principles of conflicts of law.  The parties agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only in state or federal courts for the Superior Court in Pomona of California.  The parties hereby consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action.

• Notices. All notices which either party is required or may desire to serve upon the other party shall be in writing and email or post to the app to each other.

• Independent Contractor. Agent is an independent agent.  Nothing herein shall be construed to constitute the parties as principal and agent, employer and employee, partners or joint venturers, nor shall any similar relationship be deemed to exist between the parties.  Neither party shall have the power to obligate or bind the other party. You agree that you will be responsible for, and BlueFaucet will not reimburse you for, any expenses incurred by you in connection with your performance under this

• Cumulative Remedies; Waiver.  Except as may be specifically set forth in this Agreement, the rights and remedies of the parties set forth herein are not exclusive and are in addition to any other rights and remedies provided hereunder or by law.  No waiver of any provision of this Agreement or any rights or obligations hereunder shall be effective, except pursuant to a written instrument signed by the party waiving compliance.

• Entire Agreement. This Agreement states the entire agreement between the parties with respect to its subject matter and supersedes any prior oral or written agreements between the parties.  This Agreement is made for the benefit of BlueFaucet and Agent only, and the Agreement is not for the benefit of, and was not created for the benefit of, any third parties.  This Agreement may not be amended except in writing signed by both parties.

• Counterparts. This Agreement may be executed in counterparts, including by facsimile, with each counterpart deemed an original document and all counterparts together a single instrument.

• Obligation of Company. The Company shall at all times and keep accurate records and books relating to customers under this agreement, and when requested in writing, the Company shall permit Agent or Agent’s representative to, not more than twice per calendar year, inspect said records which relate to commission payments due to Agent.