Kudaro Independent Reseller Agreement

Version 1.5.0

This file is one immutable version of the Kudaro Independent Reseller Agreement. It is never edited after it has been published. Any change at all — a corrected word, a new clause, a lawyer's final language — is a new file with a new version number and a new published record. Section 10 describes what happens to you when that occurs.

The date this version became binding is recorded when it is published and is not written into this file, so that the file's contents are the same bytes on the day it is published and on the day somebody asks what it said.

1. The parties, and what this agreement covers

This agreement is between Kudaro ("Kudaro", "we", "us") and you, the person accepting it (the "Reseller", "you").

This agreement covers one thing: selling Kudaro subscriptions to independent businesses, in person, as an independent contractor, and being paid a commission for doing so.

You must be at least 18 years old to sell Kudaro.

Accepting this agreement does not create an employment relationship, a partnership, a joint venture, a franchise, or an exclusive arrangement of any kind. It does not entitle you to a minimum income, a quantity of work, or a period of time.

2. You are an independent contractor

You choose when you work, where you work, how many businesses you approach, and how you approach them. You supply your own transport, your own phone, and your own time. Kudaro sets no schedule, assigns no route, and supervises no visit. Kudaro sets no sales quota and no minimum activity, and requires no training, sales script, uniform, or meeting. The only words Kudaro asks you to say are the ones the law requires a business to hear, such as its right to cancel, which the sale screen shows you. You may sell other companies' products and services at the same time, including to the same businesses, as long as you follow section 4.

You buy the placards you sell from Kudaro, at your own cost and risk, in whatever quantity you choose. Kudaro does not supply them free, require you to buy any number, or buy back ones you do not use. A placard you lose or damage is your loss (section 7).

Everything Kudaro pays you under this agreement is commission on the sales you make, as section 5 sets out. None of it is paid for the hours you spend, and you are not paid for time in which you make no sale.

You will not be treated as an employee of Kudaro for federal or state tax purposes with respect to anything you do under this agreement. That includes federal income tax, Social Security and Medicare, federal unemployment tax, and California unemployment insurance, disability insurance, and personal income tax withholding.

You are responsible for your own taxes on anything Kudaro pays you. Kudaro withholds nothing and does not provide employment benefits, insurance, or reimbursement of expenses. Where the law requires it, Kudaro, or Stripe on Kudaro's behalf, reports what it pays you to the tax authorities, using the tax details you give Stripe when you set up your account under section 5.

You may not enter into any agreement, make any commitment, incur any obligation, or accept any money on Kudaro's behalf. You are not an agent of Kudaro and may not describe yourself as one.

3. What you sell, and what you may charge

You sell a subscription to Kudaro's tap-to-review service, together with the physical counter placard the service runs on.

Kudaro sets the plan's prices and, for each billing interval, the range of prices you may sell it at. A range may be a single price. The reseller app shows you the range when you make a sale. You may sell only within it: Kudaro's own systems check the price at the moment of sale, and a sale outside the range is refused outright, not adjusted.

You may also charge the business a one-time setup fee, separate from the plan's price, up to a maximum Kudaro sets. The reseller app shows you the maximum when you make a sale, and a setup fee above it is refused outright, not adjusted.

The price of a sale is fixed when the sale is made, except that Kudaro may later change it as the merchant agreement allows. Kudaro may change the plan's prices, the range and the setup-fee maximum for future sales.

The business pays Kudaro. You never collect money from a business, never handle a card, and never accept cash, cheques, or transfers on Kudaro's behalf. A business that hands you money has not paid for anything.

4. Prohibited claims

The following claims are prohibited without exception. They are prohibited whether spoken, written, texted, printed, implied, or repeated from somebody else. This section is the whole of what Kudaro asks of you in exchange for letting you sell without any vetting step, and a breach of it is grounds for immediate deactivation under section 6.

• You must not offer, describe, imply, or hint at review filtering or review gating of any kind, including any arrangement in which a customer's answer to a question decides whether they are sent to a public review page.
• You must not state or imply that Kudaro filters, suppresses, hides, screens, intercepts, delays, or removes negative reviews. Kudaro does none of those things and no configuration of the product does them.
• You must not promise, guarantee, estimate, project, or quote a number of reviews, a star rating, an improvement in a rating, a search ranking, an improvement in a ranking, an amount of traffic, or an amount of revenue.
• You must not state or imply that Kudaro is affiliated with, endorsed by, certified by, partnered with, sponsored by, or acting on behalf of Google, Apple, or any other platform, review site, or map provider.
• You must not promise a territory, an exclusive area, a protected postcode, an assigned account, a guaranteed lead, a referral, or a buyback of anything you have bought. Kudaro provides none of these and will not provide them.
• You must not promise that a business will be credited, attributed, or traceable to you through anything printed on the placard, including the tag described in section 7.
• You must not describe yourself as an employee, agent, or representative of Kudaro, or use a title that suggests you are one.
• You must not misstate the price, the billing interval, the cancellation terms, or what happens to the placard if the business stops paying.

If a business asks you something and you do not know the answer, the correct answer is that you do not know and will find out. An invented answer is a prohibited claim.

5. Commission: the rate, the lock, and when it is earned

5.1 Your rate

Your commission rate is 55% for every business that first pays under this version of the agreement.

5.2 What you earn commission on

You earn 55% of what a business you signed actually pays for the Kudaro subscription plan you sold it (your "Plan"), after any discount, credit or refund that applies to your Plan, and not counting tax. This is the only Kudaro revenue you earn commission on.

When one payment covers your Plan and something else, only the part for your Plan counts. Kudaro works that part out from its billing records. A discount, credit or refund that applies to the whole payment is shared across everything on it in proportion to price.

A goodwill credit does not reduce your commission. A goodwill credit is a credit Kudaro chooses to give a business on its own account; it is not a refund and not a discount given at the sale. You earn on the part of your Plan it covers as if the business had paid it.

5.3 Other Kudaro products

Kudaro may offer businesses other products, add-ons and services, now or later, including ones billed on the same invoice as your Plan. You earn no commission on them unless Kudaro tells you otherwise in writing. Adding, changing or cancelling one of them does not change the commission on your Plan. Turning a feature of your Plan on or off does not change it either.

5.4 Your setup fee

Any one-time setup fee you charge under section 3 is credited to you in full. The payment-processing fee on it comes out of that credit. It is not part of the 55%. Kudaro never applies a discount, coupon or goodwill credit to your setup fee.

5.5 Fees

Payment-processing and billing fees on what you earn commission on, and on your setup fee, come out of your share. Fees on anything else are Kudaro's. When one payment covers both, the fees are shared in proportion to price.

5.6 Refunds and disputes

If a payment is refunded, disputed or charged back, commission is reversed only for the part that applies to your Plan or your setup fee. A refund of another Kudaro product does not reverse your commission. The next two paragraphs say how much of that part is reversed.

If a payment is refunded only in part, the commission on the part of the payment for your Plan is reversed in proportion to the share of that part that was refunded, rounded down to the cent in your favour. Your setup fee credit is treated the same way. A refund that applies only to another Kudaro product reverses nothing.

While a dispute over a business's payment is open, the commission on that payment is frozen and is not released to you. If Kudaro wins the dispute, the commission is released as normal. If Kudaro loses it, the commission on the part of the payment for your Plan is reversed in proportion to the share of that part the dispute took, counted together with anything already refunded on that part, and rounded down to the cent in your favour. Your setup fee credit is treated the same way. A dispute that takes the whole payment reverses the whole commission.

A reversal is taken back from your Stripe balance. If your balance cannot cover it, Stripe may debit the bank account linked to your Stripe account for the rest. Any part still not recovered is a debt you owe Kudaro (see "Money you owe Kudaro" below).

5.7 What is locked

Your 55% rate on a business is locked when it first pays, and Kudaro never changes it for that business. The rate is what is locked. The plan you sold is what it applies to. If the price of that plan changes for that business, your 55% applies to what the business actually pays.

When commission is earned, and how it is paid

Commission is earned per invoice, and it is earned only if you are in Active standing at the moment that invoice is created. It is not earned on a signature, on a subscription, or on a business. It is earned one invoice at a time, at the signed business's locked rate, for as long as you are in Active standing each time one is created.

Active standing at the moment of invoice creation is a condition of earning that invoice's commission. If your standing has changed before an invoice is created, no commission arises on that invoice. Invoices created while you were in Active standing are unaffected by anything that happens afterwards, except as stated in the next paragraph.

Section 9 says what you earn after this agreement ends.

Commission that has already been earned and is awaiting payout is forfeited only on confirmed fraud. Nothing else — inactivity, an unresolved complaint, a disagreement, or the end of this agreement — takes an already-earned amount away from you. This does not stop Kudaro recovering a debt you owe it from your commission, as "Kudaro may recover a debt from your commission" below describes.

Commission is paid through Stripe, into an account in your name. Kudaro pays commission through Stripe Connect. You set up a Stripe account in your own name through Stripe's own onboarding, and you must finish that onboarding, and keep the account able to receive transfers, before you can sell. Kudaro's systems refuse a sale from a Reseller whose account cannot receive one.

When a business pays, the commission goes to your Stripe balance. Each time a business pays an invoice, the commission on that invoice is sent to your Stripe balance.

Kudaro holds it, and a weekly payout releases it. Your Stripe balance is not paid out to your bank on its own. Kudaro runs one payout a week, and each one releases the commission that is old enough to release. Payouts are deliberately not immediate: commission is held for a period after the business's payment so that a refund or a chargeback arriving in that period can be recovered from it. The hold is longest while you are new, and it shortens as you build a record of payments that were not refunded or disputed. Part of a commission may be released before the rest. However long the hold, a commission becomes releasable no later than 120 days after it reached your Stripe balance, and is paid in the first weekly payout after that, unless a dispute over that payment is open, your payouts are paused under the next paragraph, or your Stripe account cannot receive a payout.

Payouts happen only through Kudaro's weekly payout. If money leaves your Stripe balance any other way, for example a payout you start yourself from Stripe's dashboard, Kudaro pauses your payouts until it has worked out which commissions, if any, that payout covered. A pause takes nothing you have earned away from you. It stops the weekly payout until the money is accounted for.

Kudaro does not promise a payout date, and any surface that shows you your commission will show you its state and its age rather than a date. Every payout is recorded in a ledger you can see.

Money you owe Kudaro. The following are debts you owe Kudaro:

• any part of a reversal under this section that could not be recovered from your Stripe balance or from your bank account;
• commission paid out to you on a sale that Kudaro later confirms was fraud (see "Fraud found after a payout" below);
• a bank debit that your bank refused or returned (see "When a bank debit fails" below).

Every debt is recorded in the ledger you can see, with its amount and its reason.

Kudaro may recover a debt from your commission. Kudaro may recover any debt you owe it from commission that becomes payable to you later, by taking that amount back from your Stripe balance, until the debt is paid. This pays your debt with commission you have earned. It does not forfeit that commission, and the ledger shows both the commission and the amount taken back for the debt.

Fraud found after a payout. If Kudaro confirms that a sale was fraud after commission on it has been paid out to you, the commission paid out on that sale becomes a debt you owe Kudaro.

When a bank debit fails. If Stripe tries to debit your bank account to cover a negative Stripe balance and your bank refuses or returns the debit, the amount not recovered is a debt you owe Kudaro.

6. Standing, suspension, and deactivation

You are in one of three states.

• Active. You may sell, and you earn commission under section 5 on invoices created while you are here.
• Suspended. You may not make new sales. Your existing businesses keep working, keep being invoiced, and you keep earning each one's locked rate on those invoices. A suspension follows a single unsubstantiated complaint and clears by itself if no second complaint arrives.
• Deactivated. You may not make new sales, and you stop earning commission on invoices created after the deactivation. Deactivation follows confirmed fraud or two substantiated complaints.

Kudaro may also move you out of Active standing for a long period with no sales.

Deactivation never stops billing for a business you signed. They did nothing wrong, the placard is the product they paid for, and it keeps working exactly as it did.

Your book is never reassigned to another reseller. No other reseller inherits your businesses, services them, or earns commission on them. Kudaro will not reassign a book under any circumstances, including at your request.

Kudaro decides standing. There is no appeal process in this version of this agreement, and Kudaro is not required to disclose the contents of a complaint or the identity of a complainant.

7. The placard, and the "Powered by Kudaro" tag

Each placard carries a permanently written web address that Kudaro owns and controls. It cannot be rewritten, re-pointed, or re-issued after it is programmed. Where a tap or a scan of that address sends a customer is a decision Kudaro's servers make at the moment of the tap.

Placards also carry a small "Powered by Kudaro" tag with a web address printed on it. That address is identical on every placard in a print run. It carries no reseller identifier, no code, and no parameter of any kind, so nothing that happens through it can be attributed to you, and nothing about it may be promised to a business or to anyone else (section 4).

A placard that is damaged, lost, or mis-scanned cannot be recovered or reprogrammed. It is simply gone.

8. The businesses you sign

The business's subscription, customer record, and payment method belong to Kudaro's own payment account. They are not yours, they do not transfer with you, and they are not an asset you own or may sell.

You must record the business owner's own email address, and you must not substitute your own, a shared address, or an address you control. If a payment later fails, that address is how the owner is told, and an address that is not theirs means the business loses its service without ever being told why.

You must not sign a business you own, control, or are employed by, and you must not sign the same business twice. A business that cancels and later returns is the same business: it keeps its original locked rate.

9. Term and termination

This agreement starts when you accept it and continues until either you or Kudaro ends it. Either of us may end it at any time, for any reason or none, with no notice period.

Ending this agreement does not undo commission already earned under section 5, does not cancel a debt you owe Kudaro under section 5, and does not release you from section 4 in respect of anything you said while it was in force.

Commission after this agreement ends. Commission earned before this agreement ends is still paid under section 5, with the same holds, the same forfeiture on confirmed fraud, and the same recovery of debts. No commission is earned on an invoice created after this agreement ends, except as the next paragraph says.

If Kudaro ends this agreement, you did not end it yourself, and you were in Active or Suspended standing on the day it ended, you keep earning commission, at each business's locked rate, on invoices for the businesses you signed that are created during the 12 months after that day, as you would have in that standing had this agreement continued. Commission earned in those 12 months is paid under section 5 in the same way. Nothing is earned on an invoice created after those 12 months. If you were Deactivated when this agreement ended, nothing is earned on an invoice created after it ended.

10. Changes to this agreement

Kudaro never edits a published version of this agreement. A change is published as a new version, as a new file, with a new version number.

When a new version becomes binding, you will be asked to accept it. Until you do, you cannot start a new sale, and Kudaro's payment-account onboarding is refused. That is automatic and applies to every reseller at once.

If you do not accept a new version, this agreement does not end, and not accepting it is not you ending it. You keep earning commission, at each business's locked rate, on the businesses you have already signed, and it is paid under section 5 as before. Either of us may still end this agreement under section 9.

Kudaro keeps a record of which version you accepted, when, and what the acceptance control said at the time you accepted it.

11. Payment processing by Stripe

Payment processing services for Resellers on Kudaro are provided by Stripe and are subject to the Stripe Connected Account Agreement (https://stripe.com/connect-account/legal/full), which includes the Stripe Terms of Service (https://stripe.com/legal/ssa) (collectively, the "Stripe Services Agreement"). By agreeing to this agreement or continuing to operate as a Reseller on Kudaro, you agree to be bound by the Stripe Services Agreement, as the same might be modified by Stripe from time to time. As a condition of Kudaro enabling payment processing services through Stripe, you agree to provide Kudaro accurate and complete information about you and your business, and you authorize Kudaro to share it and transaction information related to your use of the payment processing services provided by Stripe.

Stripe handles the information you give it as described in Stripe's Privacy Policy (https://stripe.com/privacy).

12. Limits on liability

Kudaro's total liability to you arising out of or relating to this agreement, on any theory — contract, tort, statute or otherwise — is limited to the greater of $500 or the commission Kudaro paid you in the twelve months before the claim.

This limit never reduces commission you have earned under section 5. Earned commission is owed in full, whatever it comes to, and is not counted against the limit. Paying a debt you owe Kudaro with earned commission, as section 5 allows, is not a reduction of it.

Kudaro is not liable for lost profits, lost sales, or any indirect or consequential loss, even if we were told it was possible. Commission you have earned under section 5 is not a lost profit for this purpose.

Nothing in this agreement limits liability that cannot lawfully be limited, including for fraud, or for death or personal injury caused by negligence.

13. Governing law

This agreement is governed by the laws of the State of California, without regard to its conflict of law rules, except that section 14 is governed by the Federal Arbitration Act. Any dispute that section 14 does not send to arbitration, or that a court decides cannot be arbitrated, belongs in the state and federal courts in San Diego County, California, which have exclusive jurisdiction over it.

14. Disputes are decided by an arbitrator, one person at a time

Read this section. It changes how a dispute between you and Kudaro is decided, and you can opt out of it.

Talk to us first. Before starting arbitration, either of us sends the other a written description of the problem and what would fix it (to support@kudaro.app, or to the email on your account), and we both try in good faith to resolve it for 30 days.

Arbitration instead of court. If it is not resolved, any dispute between you and Kudaro arising out of or relating to this agreement, your work as a Reseller, your commission, or how you are classified, including any claim that you are or were an employee, is decided by final and binding arbitration, not by a judge or jury. The arbitration is run by JAMS under its rules for the type of dispute (its employment rules for any claim about classification or pay), before one neutral arbitrator. It takes place in San Diego County or by video, as you choose. The arbitrator may award any remedy a court could award on an individual claim, allows the discovery needed to present the claim fairly, and issues a written decision with reasons.

Kudaro pays for it. You pay no more to start arbitration than a court would charge you to file. Kudaro pays every other arbitration fee and the arbitrator's fees, within the time the law requires. Each of us pays our own lawyer unless the law lets the arbitrator award fees.

One person at a time. Each of us may bring a claim only for ourselves, not as a plaintiff or member of a class, collective, consolidated, or representative action, and the arbitrator may not combine claims of different Resellers. For a claim under California's Private Attorneys General Act, your individual claim is arbitrated, and any representative part of it is paused in court until the arbitration ends, to the extent the law allows that to be required. If any part of this paragraph cannot be enforced for a particular claim, that claim (and only that claim) goes to court under section 13, and nothing in this section lets it proceed in arbitration on a class or representative basis.

What stays out. Either of us may bring a claim in small claims court if it qualifies there. Nothing here stops you from filing a charge or complaint with any government agency, such as the Labor Commissioner or the Employment Development Department, or from speaking to one.

You can opt out. You may opt out of this section by emailing support@kudaro.app, from the email on your account, within 30 days after you first accept a version of this agreement that contains it, with the words "I opt out of arbitration". Opting out has no effect on anything else in this agreement or on how Kudaro treats you, and disputes then go to court under section 13.

Questions: support@kudaro.app