Representative Agreement

Last updated: 30 Aug 2025

1 Parties

This Representative Membership Agreement (the "Agreement") is entered into as of the date on which 1Commerce.com approves the Representative Membership application (the "Effective Date") by and between:

1Commerce.com and the Representative are each a "Party" and together the "Parties."

2 Recitals

A. 1Commerce.com has created a decentralized, hybrid (online + offline) global B2B commerce network (the "Network") designed to facilitate and enhance international trade.

B. The Representative desires to act as an independent representative for the Network within the territory defined in the Representative's application (the "Territory"), subject to the terms of this Agreement.

3 Definitions

4 Grant of Representative Membership

4.1 Appointment. Upon approval of the Representative's application, 1Commerce.com grants the Representative a non‑exclusive, non‑transferable right to promote and enroll Members in the Territory in accordance with this Agreement.

4.2 No Fees. No upfront fee is charged for the Representative Membership.

5 Term and Renewal

5.1 Initial Term. The Agreement commences on the Effective Date and continues for one (1) year (the "Initial Term"), unless earlier terminated under Section 15.

5.2 Automatic Renewal. The Agreement automatically renews for successive one‑year periods (each a "Renewal Term") unless either Party provides at least sixty (60) days' written or digital notice of non‑renewal prior to the end of the then‑current term.

6 Performance Trial

6.1 Trial Period. The first ninety (90) calendar days of the Initial Term constitute a Performance Trial Period.

6.2 Minimum Performance Target. During the Trial Period, the Representative must:

• Register one hundred (100) new companies as Members; and
• Ensure that at least thirty percent (30 %) of those companies subscribe to a Paid Tier.

6.3 Trial Evaluation. Failure to meet both targets in Section 6.2 grants 1Commerce.com the right to terminate this Agreement immediately upon written or digital notice and without further liability.

7 Obligations of 1Commerce.com

1Commerce.com shall:

• Maintain and enhance the Network and provide access to the Representative back‑office dashboard.
• Supply marketing collateral, onboarding materials, and an Operations Manual (see Section 11).
• Record all Member enrollments and transaction data attributable to the Representative and furnish monthly commission statements.

8 Obligations of the Representative

The Representative shall:

1. Abide by the 1Commerce.com Code of Ethics as amended from time to time.
2. Accurately complete the Representative Membership Application and keep all profile information current.
3. Promote 1Commerce.com within the Territory, including building an Associates Network and assisting Members with trade needs.
4. Communicate effectively in English and the principal local language of the Territory.
5. Use best efforts to meet or exceed the Minimum Performance Target and any subsequent key‑performance indicators (KPIs) provided in writing by 1Commerce.com.
6. Comply with all applicable laws and regulations.

9 Compensation & Revenue Sharing

9.1 Membership Fees.

9.2 Transaction Commissions.

9.3 Referral Overrides.

• New Representatives. If the Representative recruits a new representative in a different Territory who is approved by 1Commerce.com, the Representative earns 5 % of the gross commissions generated by that new representative for the first three (3) years.
• Trader Network. For each importer/exporter introduced by the Representative that joins the International Traders Network, the Representative earns 25 % of the 1 % commission paid by that trader to 1Commerce.com on completed sales for the first three (3) years.

*Renewal Accelerator applies to the Representative's aggregate renewal cohort for the preceding contract year; if the renewal rate is equal to or greater than seventy percent (70 %), the higher percentage applies to all membership renewals in that cohort.

9.4 Payment Terms. Commissions are calculated monthly and paid within fifteen (15) days after the end of each calendar month, provided that the amount due equals or exceeds US $50. Lesser amounts roll over to the next month.

10 Exclusivity

Territory exclusivity is not granted during the Performance Trial Period. Upon successful completion of the Trial Period and continuous adherence to KPIs set by 1Commerce.com, the Representative may be granted city‑ or region‑level exclusivity by written addendum.

11 Operations Manual

Upon activation of the Representative account, 1Commerce.com shall provide electronic access to the Operations Manual via the "My 1Commerce" dashboard. The Representative must review and comply with the Manual at all times.

12 Indemnity

12.1 The Representative shall indemnify, defend, and hold harmless 1Commerce.com, its affiliates, officers, directors, employees, agents, and shareholders from and against any and all losses, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or related to (a) the Representative's breach of this Agreement, or (b) any negligent or unlawful act or omission by the Representative.

12.2 1Commerce.com shall not be liable for indirect, incidental, special, or consequential damages, including lost profits, even if advised of the possibility thereof.

13 Intellectual Property

All trademarks, copyrights, patents, and other intellectual property associated with the Network are and shall remain the sole property of 1Commerce.com or its licensors. The Representative acquires no right or license other than as expressly set forth herein.

14 Risk Acknowledgment

The Representative acknowledges and accepts the business and technological risks inherent in participating in an online marketplace and assumes all such risks.

15 Termination

15.1 Early Termination During Trial. 1Commerce.com may terminate this Agreement immediately upon written or digital notice if the Representative fails to meet the Minimum Performance Target.

15.2 Termination for Convenience (Post‑Trial). Either Party may terminate the Agreement for any reason upon sixty (60) days' written or digital notice.

15.3 Termination for Cause. 1Commerce.com may terminate immediately for breach of this Agreement, violation of law, or conduct that, in 1Commerce.com's reasonable judgment, harms its reputation or operations.

15.4 Effect of Termination. Upon termination, (a) all rights granted to the Representative cease; (b) unpaid commissions earned up to the effective termination date remain payable subject to Section 9.4; and (c) Sections 12, 13, 14, 16, 17, and 18 survive.

16 Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved first through good‑faith negotiations. Failing settlement, the dispute shall be finally resolved by binding arbitration in Panama City, Panama, before a single arbitrator in accordance with the rules of the International Chamber of Commerce (ICC) then in effect. Intellectual‑property claims by 1Commerce.com may be litigated in any court of competent jurisdiction.

17 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18 Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Panama without regard to conflict‑of‑law principles. The courts of Panama City, Panama shall have exclusive jurisdiction to compel arbitration, enforce arbitral awards, or grant injunctive relief.

19 Notices

All notices under this Agreement must be in writing and delivered by (a) email to the addresses set forth in Section 1 or as updated by a Party in writing, or (b) reputable courier service with proof of delivery. Email notices are deemed received when the sender's system records transmission without error.

20 Entire Agreement; Amendments

This Agreement, together with any schedules or addenda expressly incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior oral or written or digital agreements relating to its subject matter. 1Commerce.com may amend this Agreement upon thirty (30) days' written or digital notice to the Representative; continued participation after the notice period constitutes acceptance of the amendment.

21 Counterparts & Electronic Signature

This Agreement may be executed in counterparts (including by electronic acceptance through the 1Commerce.com platform), each of which shall be deemed an original and all of which together constitute one instrument.

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