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 RelationshipAdvisor 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 ParticipationThere is no fee required to enroll as a 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 ReferralA "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 RelationshipAll clients introduced to the Company for Tariff Refund engagements:
-Become clients of the Company (or its service partners) for
-Tariff Refund purposes only, not the Advisor
-Shall be serviced exclusively by the Company and its designated professionals with respect to Tariff Refund services
-Advisor shall not represent ownership or control of any Tariff Refund client relationship introduced through OpScale Exchange.
5. Advisor CompensationAdvisor shall be compensated in accordance with the OpScale Exchange Compensation Plan, set forth below, which might be amended from time to time.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
EligibilityCommissions are earned only when:
-Revenue is actually received by the Company
-The Advisor is an Active Certified Advisor (as defined in the Compensation Plan)
ExclusionsNo 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
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. Compliance and Professional ConductAdvisor 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.
8. ConfidentialityAdvisor 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.
9. Intellectual Property and BrandingAll 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
10. Non-SolicitationDuring the term of this Agreement and for two (2) years thereafter, Company agrees not to solicit, market, or offer to Advisor clients any products or services outside the scope of this Agreement without prior written consent from Advisor.
11. Term and TerminationThis 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-DisparagementAdvisor agrees not to make statements or communications that could harm the reputation of the Company or its partners.
14. IndemnificationAdvisor 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-ExclusivityAdvisor is free to engage in other business activities, provided such activities do not conflict with this Agreement or misrepresent Advisor's relationship with the Company.
16. Program ModificationsThe Company reserves the right to modify the Compensation Plan, Policies and procedures, and Operational systems. Continued participation constitutes acceptance of such modifications.
17. Governing LawThis 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 AgreementThis Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, whether oral or written.
19. Electronic SignaturesThis Agreement may be executed electronically and shall be legally binding.
20. Advisor RepresentationsAdvisor 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