OPSCALE EXCHANGE
INDEPENDENT ADVISOR AGREEMENT
This OpScale Independent Advisor Agreement ("Agreement") is entered into between OPSCALE EXCHANGE, LLC, a Colorado limited liability company ("Company"), and the undersigned individual or entity ("Advisor"), effective as of the date of execution ("Effective Date").
OpScale Exchange operates a financial recovery platform that helps businesses uncover and recover funds they are rightfully owed, including but not limited to tax credits, tariff overpayments, and other financial incentives.
The Company maintains a network of OPSCALE Independent Advisors who introduce businesses to the platform. Advisor desires to participate in this program and serve as a guide to business owners seeking to identify and recover missed financial opportunities.
Accordingly, the parties agree as follows:
1. Independent Contractor Relationship
Advisor is an independent contractor and not an employee, partner, agent, or legal representative of the Company.
Advisor acknowledges and agrees that:
• Advisor is not entitled to employee benefits, insurance, or compensation other than commissions described herein.
• Advisor is solely responsible for all federal, state, and local taxes, including income and self-employment taxes.
• Advisor will receive a Form 1099 for all applicable compensation.
• Advisor has no authority to bind, obligate, or represent the Company in any contractual or legal capacity.
Nothing in this Agreement shall be construed to create an employment, partnership, or joint venture relationship.
2. Advisor Role and Participation
There is no fee required to enroll as an OPSCALE Independent Advisor.
Advisor's role is to:
• Identify and introduce prospective business clients to the OpScale platform
• Educate prospects at a high level on the opportunity to recover funds that may not have been previously reviewed
• Facilitate introductions through approved Company systems and processes
Advisor shall not:
• Provide legal, tax, or financial advice
• Represent themselves as the provider of recovery services
• Attempt to independently perform recovery, filing, or advisory work
The Company retains full responsibility for all analysis, recovery processes, and legal advocacy.
3. Definition of a Qualified Referral
A "Qualified Referral" is a prospective client who:
• Is first introduced through the Company's approved referral tracking process
• Was not previously known to or engaged by the Company
• Was not previously registered by another Advisor
• Enters into a written agreement with the Company or its affiliated service providers
• Generates revenue through services performed
The Company shall have sole and final discretion in determining qualification status.
4. Client Relationship
All clients introduced to the Company:
• Become clients of the Company (or its service partners), not the Advisor
• Shall be serviced exclusively by the Company and its designated professionals
Advisor shall not represent ownership or control of any client relationship.
5. Advisor Compensation
Advisor shall be compensated in accordance with the OpScale Exchange Compensation Plan, attached hereto as Exhibit A and incorporated herein by reference, which may be amended by the Company from time to time upon notice to the Advisor.
General Structure
• Compensation is based on Commission Points (CP) generated from completed transactions
Commissions are distributed as follows:
◦ 70% to the referring Active Advisor
◦ 20% to the first qualified Active Advisor in the upline
◦ 10% to the first qualified Group Leader in the upline
Eligibility
Commissions are earned only when:
• Revenue is actually received by the Company
• The Advisor is an Active Certified Advisor (as defined in Exhibit A)
Exclusions
No commissions shall be paid on:
• Cancelled engagements
• Refunded transactions
• Uncollected or written-off revenue
The Company reserves the right to adjust Commission Point values and payout structures in accordance with Exhibit A.
6. Commission Payment Schedule
• Commission periods run weekly, ending Monday at 11:59 PM (Pacific Time)
• Payments are issued on the Tuesday occurring eight (8) days following the close of the commission period
• Payments are made to the Advisor's designated account on file
7. Additional Products, Recurring Revenue, and Receivable Monetization
From time to time, OpScale Exchange may identify additional products or services that may be available to clients previously referred by an Advisor. When such opportunities arise:
- The Company will notify both the Advisor and the referred client of the availability of such additional products or services.
- For any additional products or services that the referred client chooses to engage, the referring Advisor shall receive a commission equal to thirty percent (30%) of the gross fees received by OpScale Exchange from the client in connection with such engagement.
- These recurring or follow-on commissions shall be subject to the same eligibility requirements as initial commissions, including the Advisor's active and good-standing status at the time of payment.
- The Company retains sole discretion to determine which additional products or services are made available, the timing of such notifications, and the terms of each offering.
Receivable Monetization Option
OpScale Exchange may, at its discretion, offer referred clients the opportunity to sell their validated receivable to a third-party funding partner prior to receipt of recovery proceeds. The following terms govern this option and the Advisor's role in connection with it:
- The sale is structured on a non-recourse basis, meaning the client bears no repayment obligation in the event the recovery is reduced, delayed, or denied following funding.
- The sole exception to non-recourse treatment is client fraud, including but not limited to material misrepresentation of eligibility, falsification of documentation, or intentional omission of information material to the funding decision.
- Advisors are encouraged to make prospective and referred clients aware that this option exists as part of the OpScale platform. However, Advisors may not represent specific advance rates, funding timelines, lender identities, or transaction terms.
- When a referred client elects the receivable monetization option, the referring Advisor shall receive a commission in accordance with the applicable rate set forth in Exhibit A, calculated on the fees received by OpScale Exchange in connection with that transaction.
Participation in the receivable monetization option is subject to lender underwriting approval, client eligibility, and Company discretion. Neither the Company nor any Advisor may guarantee funding outcomes.
All client communications regarding receivable monetization shall be conducted exclusively by the Company or its designated funding partners. Advisors shall refer all client inquiries on this topic directly to the Company.
8. Compliance and Professional Conduct
Advisor agrees to:
• Operate with integrity and professionalism
• Follow all Company policies and compliance guidelines
• Comply with all applicable laws, including FTC marketing and advertising standards
Advisor shall not:
• Make false, misleading, or exaggerated claims
• Guarantee results or recovery amounts
• Misrepresent the Company, its services, or outcomes
• Present themselves as an employee, legal advisor, or tax professional
• Use unapproved marketing materials
The Company reserves the right to update compliance standards at any time.
9. Confidentiality
Advisor agrees to maintain the confidentiality of all non-public Company information, including:
• Client data
• Financial structures
• Compensation details
• Business strategies
• Internal processes
This obligation survives termination of this Agreement.
10. Intellectual Property and Branding
All Company trademarks, materials, and intellectual property remain the sole property of the Company.
Advisor may:
• Reference the Company for purposes of introducing prospective clients
Advisor may not:
• Create or distribute unauthorized marketing materials
• Register domains, brands, or social accounts using Company intellectual property
• Modify or misuse Company branding
11. Non-Solicitation
During the term of this Agreement and for 12 months thereafter, Advisor agrees not to:
• Solicit Company clients for competing services
• Attempt to divert business relationships introduced through the platform
12. Term and Termination
This Agreement shall remain in effect until terminated.
The Company may terminate this Agreement at any time, with or without cause.
Grounds for termination with cause include:
• Violation of compliance policies
• Fraud, misrepresentation, or unethical conduct
• Disparagement of the Company
• Violation of applicable laws
13. Non-Disparagement
Advisor agrees not to make statements or communications that could harm the reputation of the Company or its partners.
14. Indemnification
Advisor agrees to indemnify and hold harmless the Company from any claims, damages, or liabilities arising from:
• Advisor's actions or omissions
• Misrepresentations
• Violations of law or this Agreement
15. Non-Exclusivity
Advisor is free to engage in other business activities, provided such activities do not:
• Conflict with this Agreement
• Misrepresent Advisor's relationship with the Company
16. Program Modifications
The Company reserves the right to modify:
• Compensation Plan (Exhibit A)
• Policies and procedures
• Operational systems
Continued participation constitutes acceptance of such modifications.
17. Governing Law
This Agreement shall be governed by the laws of the State of Colorado.
Any disputes shall be resolved in the state or federal courts located in Denver County, Colorado.
18. Entire Agreement
This Agreement, together with Exhibit A (OpScale Exchange Compensation Plan) attached hereto, constitutes the entire understanding between the parties and supersedes all prior agreements, whether oral or written.
19. Electronic Signatures
This Agreement may be executed electronically and shall be legally binding.
20. Advisor Representations
Advisor represents that:
• Advisor is legally authorized to enter into this Agreement
• Advisor is not restricted by conflicting agreements
• Advisor will act ethically, lawfully, and in alignment with Company standards
Exhibit A — Compensation Plan Summary
Effective as of the date of execution of your Independent Advisor Agreement
Advisor account levels
There are three account levels: Advisor, Professional Advisor, and Group Leader Advisor. Progression is based on the number of Active Advisors (AAs) you personally refer and the total size of your downline organization. An Active Advisor is any Advisor who has executed a valid agreement and remains in good standing.
Tariff refund commissions
For each completed tariff refund engagement, the Company's collected contingency fee (Commission Points, or CP) is distributed across three roles simultaneously: the Referring Advisor (Advisor 1) receives 70%, the first upline Active Advisor (Advisor 2) receives 20%, and the first upline Group Leader receives 10%.
Tax credits, incentives & grants commissions
For Tax Credit, Incentive, and Grant engagements, commissions are drawn from an Advisor Commission Pool equal to 30% of the amount the Company receives. That pool is then distributed using the same 70/20/10 structure: 70% to the Referring Advisor, 20% to the first upline Active Advisor, and 10% to the first upline Group Leader.
Additional & recurring commissions
If a client you referred later engages OpScale Exchange for an additional product or service, you earn 30% of the gross fees collected from that additional engagement. Both you and the client will be notified before any such offering is presented. Recurring commissions are subject to the same eligibility requirements as initial commissions.
Payment schedule
Commission periods close each Monday at 11:59 PM Pacific. Payments are issued the following Tuesday (8 calendar days after period close) to your designated account on file, in U.S. Dollars.
Eligibility requirements
Commissions are payable only when: (1) revenue has been actually received by the Company from the client engagement; (2) you hold Active Advisor status in good standing at the time of payment; (3) the referral qualifies as a Qualified Referral under your Agreement; and (4) you are not in breach of the Agreement.
Exclusions
No commissions are paid on cancelled engagements, refunded transactions or chargebacks, uncollected or disputed revenue, engagements involving clients previously known to or engaged by the Company, or referrals that do not meet the Qualified Referral definition.
Plan modifications & governing terms
OpScale Exchange reserves the right to amend this Compensation Plan at any time, including fee structures, payout percentages, account level requirements, and bonus tiers. Continued participation following notice of any modification constitutes acceptance of the updated terms. This Plan is governed by the laws of the State of Colorado. In the event of a conflict between this Plan and the Independent Advisor Agreement, the Agreement controls.
OPSCALE EXCHANGE
Affiliate Marketing Policy
Version 1.0 | Effective Date: January 1, 2025
Document Owner Opscale Exchange — Marketing & Compliance
Applies To All registered Opscale Exchange Affiliates
Review Cycle Annual, or upon material business change
Contact affiliates@opscaleexchange.com
1. Introduction & Purpose
This Affiliate Marketing Policy (“Policy”) governs the marketing activities of all individuals and
organizations (collectively, “Affiliates”) who participate in the Opscale Exchange Affiliate Program.
The Opscale Exchange platform is a Small-to-Medium Business (SMB) marketplace that connects
buyers and sellers through a network of trusted Affiliates.
The purpose of this Policy is to:
• Maintain the integrity, reputation, and brand standards of Opscale Exchange and its partner-
relationship service providers.
• Protect our financial and processing partners from unauthorized brand use.
• Ensure all marketing materials comply with applicable laws and regulations.
• Provide Affiliates with clear guidance on acceptable and prohibited practices.
By registering as an Opscale Exchange Affiliate, you agree to comply fully with this Policy. Violation of
any provision may result in immediate termination of your Affiliate agreement and forfeiture of unpaid
commissions.
2. Brand & Trademark Usage
2.1 Opscale Exchange Branding — Written Permission Required
Affiliates MUST obtain prior written permission from Opscale Exchange before using any of the
following:
• The Opscale Exchange name, wordmark, or any variation thereof.
• The Opscale Exchange logo, icon, badge, or any derivative artwork.
• Taglines, slogans, or marketing copy associated with Opscale Exchange.
• Screenshots, product imagery, or interface elements from the Opscale Exchange platform.
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⚠ CRITICAL REQUIREMENT — Logo Use Requires Written Permission
• You will not use the Opscale Exchange logo in any format (digital, print, social,
video, or otherwise) without first receiving explicit written approval from Opscale
Exchange.
• Permission is granted per campaign or use case and does not carry over to future
materials.
• Approved logos must be used without modification — no color changes, stretching,
cropping, overlays, or alterations of any kind.
• To request logo usage approval, email: affiliates@opscaleexchange.com with your
intended use case, media channel, and draft materials.
2.2 Approved Use of Opscale Exchange Branding
If written permission is granted, Affiliates must adhere to the following:
• Use only the logo files provided in the Opscale Exchange Affiliate Brand Kit.
• Maintain minimum clear space around the logo equal to the height of the “O” in the wordmark.
• Do not place the logo on backgrounds that reduce legibility or contrast.
• Do not combine the Opscale Exchange logo with any other brand, logo, or trademark.
• Include the trademark symbol (™ or ® as directed) wherever the Opscale Exchange name
appears.
2.3 PROHIBITED: Use of Partner-Relationship Service Provider Names, Logos, Brands
and Content
⚠ STRICT PROHIBITION — Partner / Relationship Service Provider Names, Logos,
Brands and Content
• Affiliates are prohibited from using, displaying, referencing, or implying
endorsement by any of Opscale Exchange’s financial partners, law firms, accounting
firms, payment processors, banking institutions, or technology infrastructure
providers.
• This prohibition applies regardless of whether such partners are officially known,
referenced in press releases, or visible on the Opscale Exchange website.
• You will not use or display names, logos, or trademarks of any law firm, accounting
firm, payment processor, acquiring bank, card network, financial institution, or
technology vendor associated with Opscale Exchange.
• Displaying a partner-relationship service provider’s name or logos — even
accurately — implies a direct relationship, endorsement, or guarantee that does not
exist and might violate co-branding agreements, applicable law, and applicable
financial regulations.
• If you are uncertain whether a specific name, logo or brand reference is prohibited,
you are required to request and obtain written guidance from Opscale Exchange
and the relevant partner relationship service provider before publishing.
Examples of prohibited uses include but are not limited to:
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• Displaying payment processor names and logos (e.g., Visa, Mastercard, Stripe, PayPal, or
similar) as trust signals on affiliate landing pages.
• Listing law firms, accounting firms or banking partners to suggest security or institutional
backing.
• Using any fintech, blockchain, or infrastructure partner logos to add credibility to your affiliate
marketing materials.
• Creating any impression that a financial or processing partner has endorsed, sponsored, or
approved your affiliate content.
All names, logos, trademarks, service marks, trade dress, website content, marketing materials,
written communications, and other proprietary materials of the partner relationship service providers
are owned exclusively by such service providers or its licensors and are protected by applicable
intellectual property laws, including without limitation U.S. copyright, trademark, and unfair competition
laws.
Except as expressly authorized in a written agreement signed by the service provider, no third party
(including any referral source, marketing partner, or affiliate) is permitted use, reproduce, display,
distribute, publish, modify, create derivative works from, or otherwise exploit any service provider
intellectual property in any manner, including without limitation on any website, social media platform,
advertisement, email communication, or other marketing channel.
Any unauthorized use of a service provider’s intellectual property shall constitute (i) infringement of
the service provider’s intellectual property rights, (ii) unfair competition and false designation of origin,
and (iii) a material violation of this policy and any applicable agreement between the Affiliate and
Opscale Exchange.
Enforcement; Takedown Rights
Opscale Exchange and each of its partners / relationship service providers reserves all rights to fully
enforce its respective intellectual property rights permitted by law. Without limiting the foregoing:
Opscale Exchange and its service providers will pursue all available remedies for unauthorized
use, including injunctive relief, damages, statutory damages (where applicable), and recovery
of attorneys’ fees and costs.
Opscale Exchange and its service providers may issue cease-and-desist demands and pursue
immediate removal of infringing content through hosting providers, domain registrars, search
engines, and social media platforms, including through formal notice procedures under the
Digital Millennium Copyright Act (“DMCA”) and analogous laws.
Opscale Exchange and its service providers may take action to suspend or terminate any
relationship with a referral source or partner engaging in unauthorized use.
Opscale Exchange and its service providers reserve the right to notify applicable regulatory
authorities or licensing bodies if the unauthorized use creates misleading impressions
regarding legal services or affiliations.
Each day of unauthorized use shall constitute a separate and continuing violation.
No Implied Rights; No Endorsement
No use of the intellectual property of the partners / relationship service providers shall be deemed to
create any partnership, joint venture, agency, or endorsement relationship, nor may any third party
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imply that it is affiliated with, endorsed by, or acting on behalf of the partners / relationship service
providers absent express written authorization. All goodwill arising from any permitted use of the
intellectual property of the service providers shall inure solely to the benefit of the applicable service
provider.
Compliance and Cooperation
Affiliates and all third parties must promptly comply with any request from Opscale Exchange and the
partners / relationship service providers to modify or remove the intellectual property of the service
provider. Upon request, such party shall certify in writing that all unauthorized uses have been
discontinued and removed. Failure to comply immediately upon notice shall be deemed willful
infringement.
3. Advertising & Marketing Standards
3.1 Truthful & Non-Deceptive Advertising
All marketing materials must be truthful, accurate, and not misleading. Affiliates must:
• Accurately represent Opscale Exchange’s products, services, fees, and capabilities.
• Not make claims about earnings, returns, or outcomes that are not substantiated.
• Clearly disclose the affiliate relationship in all marketing materials (see Section 3.3).
• Not create urgency, scarcity, or fear-based messaging that is fabricated or exaggerated.
• Ensure all pricing, promotional offers, and terms referenced are current and accurate.
3.2 Prohibited Marketing Practices
The following practices are prohibited:
• Bidding on “Opscale Exchange” branded keywords in paid search without prior written
approval.
• Creating websites, landing pages, or social profiles that could be confused with official
Opscale Exchange properties.
• Creating websites, landing pages, or social profiles that use the Opscale Exchange name,
logos or that uses the names, logos, branding or other information received from the Opscale
Exchage partner relationship service providers.
• Sending unsolicited commercial email (spam) or using purchased/scraped email lists.
• Using pop-unders, forced redirects, cookie stuffing, or other deceptive tracking techniques.
• Making any representation that you are an employee, agent, or official representative of
Opscale Exchange.
• Using automated bots, click farms, or fraudulent means to generate traffic or leads.
• Promoting Opscale Exchange on prohibited content sites including adult content, hate speech,
gambling, or illegal activity platforms.
• Using information provided during informational meetings, recordings, webinars or other
medias and re-writing information in “your own words” or using AI-tools to recreate or
summarize such information in any way and for any purpose without prior written approval
from Opscale Exchange and the relevant partner relationship service provider.
3.3 Affiliate Disclosure Requirements
In compliance with FTC guidelines and applicable consumer protection laws, all Affiliates must:
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• Clearly and conspicuously disclose their affiliate relationship with Opscale Exchange in every
piece of content that promotes Opscale Exchange.
• Use plain language such as: “This post contains affiliate links. I may earn a commission if
you sign up through my link.”
• Place disclosures at the beginning of content — not buried in footers or fine print.
• Include disclosures in video content both verbally and as on-screen text.
• Disclose on social media using platform-appropriate tags such as #ad, #sponsored, or
#affiliate.
4. Digital Channel-Specific Guidelines
4.1 Websites & Landing Pages
• Pages must load securely (HTTPS) and provide a genuine, quality user experience.
• Contact information and privacy policy must be clearly displayed.
• No misleading domain names that imply official Opscale Exchange ownership (e.g.,
“opscaleexchange-official.com” is prohibited).
4.2 Social Media
• Affiliate status must be disclosed on every post that includes affiliate links or promotions.
• Affiliates may not create social accounts that impersonate Opscale Exchange.
• User-generated reviews and testimonials must be genuine and not incentivized without
disclosure.
• Negative competitor comparisons that include false or unverified claims are prohibited.
4.3 Email Marketing
• Must comply with CAN-SPAM, CASL, GDPR, and other applicable email marketing laws.
• Must include a valid physical mailing address and a functioning unsubscribe mechanism.
• Subject lines must not be deceptive or misleading.
• Purchased, rented, or scraped email lists are prohibited.
4.4 Paid Advertising (SEM / Display / Social Ads)
• Affiliates wishing to run paid search ads targeting Opscale Exchange branded terms or terms
used by partners / relationship service providers must obtain prior written approval.
• Ad copy must not misrepresent Opscale Exchange pricing, features, or availability.
• Landing pages used in paid campaigns must comply with all sections of this Policy.
5. Compliance, Monitoring & Enforcement
5.1 Monitoring
Opscale Exchange will actively monitor affiliate marketing activities, including reviewing websites,
advertising campaigns, social media content, email campaigns, and any other marketing materials
associated with the Affiliate Program.
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5.2 Consequences of Violations
Violations of this Policy may result in any or all the following:
• Immediate suspension of affiliate account access pending investigation.
• Permanent termination of the Affiliate Agreement.
• Forfeiture of any unpaid commissions or bonuses.
• Demand for removal of non-compliant materials within 24 hours.
• Legal action for trademark infringement, breach of contract, or other applicable claims.
5.3 Reporting Violations
If you become aware of another Affiliate violating this Policy, or if you believe you have received
marketing materials that misrepresent Opscale Exchange, please report it to:
privacy@opscaleexchange.com.
6. Policy Updates & Contact
Opscale Exchange reserves the right to update this Policy at any time. Affiliates will be notified of
material changes via email and/or the Affiliate portal. Continued participation in the Affiliate Program
after any update of this Policy constitutes acceptance of the revised Policy.
For questions about this Policy, brand usage approvals, or any compliance matter, contact:
General Affiliate Support affiliates@opscaleexchange.com
Brand & Logo Approvals affiliates@opscaleexchange.com
Compliance & Violations privacy@opscaleexchange.com
Legal privacy@opscaleexchange.com
7. Affiliate Acknowledgment
By participating in the Opscale Exchange Affiliate Program, I acknowledge that I have read,
understand, and agree to comply with this Affiliate Marketing Policy in its entirety.