PixelGR, LLC d/b/a Abliven ADA Compliance

1. Definitions

"Confidential Information" means trade secrets, customer lists, pricing strategies, marketing plans, audit methodologies, subscription data, financial information, business processes, and any other non-public information disclosed by the Company.

"Customer" means any individual or entity with whom the Sales Agent interacts to sell Abliven ADA Compliance services.

"Services" means calling, meeting with, or otherwise engaging potential clients to present and sell the Company's ADA web accessibility auditing and subscription services: Shield at $149/month and Shield+ at $299/month, plus Hour Packs (10-Hour at $1,000; 25-Hour at $2,375; 50-Hour at $4,500).

"Abliven ADA Compliance" means the Company's ADA web accessibility auditing and subscription service line.

2. Recitals

WHEREAS, the Company (PixelGR, LLC d/b/a Abliven ADA Compliance) provides ADA compliance auditing and subscription services and will convert to Abliven, Inc. during 2026; WHEREAS, the Sales Agent desires to sell these services as an independent contractor; NOW, THEREFORE, the parties agree as follows:

3. Services

3.1 Scope

The Sales Agent shall call and/or meet with potential clients and present the Company's auditing and subscription services. The Sales Agent may perform the Services remotely or in person from any U.S. location and retains full discretion over methods, strategies, and schedule.

3.2 Optional Resources and Branding

The Company may provide optional training, marketing materials, and templates. Use is entirely optional; all costs are borne by the Sales Agent. Any marketing materials used must exclusively feature Abliven/PixelGR branding and be submitted for written approval in advance (Company response within 5 business days).

3.3 Reporting

The Sales Agent shall report sales activity as reasonably requested. No specific quotas or deliverables are required unless agreed in writing.

4. Compensation

4.1 Commission Rate, Subscriptions

The Sales Agent shall receive 100% of the first month's subscription fee for each new Shield ($149) or Shield+ ($299) subscription sold and cleared. The commission rate increases by 10% for every additional 50 cumulative lifetime subscriptions closed:

• 1 - 50 subscriptions: 100%
• 51 - 100 subscriptions: 110%
• 101 - 150 subscriptions: 120%
• 151 - 200 subscriptions: 130%
• 201+ subscriptions: 140%

4.2 Commission Rate, Hour Packs

The Sales Agent shall receive 10% of the purchase price for each Hour Pack sold and cleared: 10-Hour Pack ($1,000) = $100; 25-Hour Pack ($2,375) = $237.50; 50-Hour Pack ($4,500) = $450.

4.3 Commission Payout Timing: Daily Payout Program

Commissions shall be paid via the Sales Agent's selected payment method. Agents selecting Venmo will receive payment on the same business day that client payment clears, provided clearance occurs before 2:30 p.m. Central Time; otherwise the next business day. Agents selecting ACH direct deposit will receive payment within 1-3 business days of clearance. If total daily commissions exceed $4,999.99, payment will automatically be processed via ACH direct deposit regardless of selected method, and the Sales Agent will be notified by email.

4.4 Chargebacks and Clawbacks

Chargebacks, refunds, or cancellations are subject to clawback only during the first 83 days after the subscription begins.

4.5 Tax Responsibilities

The Sales Agent is solely responsible for all taxes. The Company will issue IRS Form 1099-NEC as required and will not withhold taxes or provide W-2 forms.

5. Term and Termination

Perpetual until terminated by either party with written notice. Post-termination: cease Services, return or destroy Confidential Information, receive earned commissions.

6. Independent Contractor Status

The Sales Agent is an independent contractor, not an employee. The Sales Agent retains full control over methods, schedule, and means of performing the Services. No benefits, insurance requirements, or expense reimbursements are provided unless agreed in writing.

7. Confidentiality and Non-Disclosure (Perpetual)

The Sales Agent shall hold all Confidential Information in strict confidence indefinitely, use it solely for performing the Services, and not disclose it to any third party without express written consent. This Section survives termination perpetually. Breach entitles the Company to injunctive relief without bond, damages, attorneys' fees, and costs.

8. Non-Compete, Non-Solicitation, and Non-Raid

During the term and for one (1) year following termination, the Sales Agent shall not engage in or assist any business competing with Abliven ADA Compliance services involving Customers contacted during the term or reliance on Company Confidential Information. The Sales Agent shall not solicit Customers to reduce business with the Company, nor recruit Company employees or agents.

9. Intellectual Property

Any Work Product created in the performance of Services shall be work for hire owned exclusively by the Company, including all copyrights, patents, and trade secrets, assigned to the Company and its successors (including Abliven, Inc.).

10. Data Privacy

The Sales Agent shall comply with all applicable data privacy laws (CCPA, VCDPA, and others), implement reasonable security measures, and promptly notify the Company of any suspected data breach or unauthorized access.

11. Non-Disparagement

For the term plus two (2) years, the Sales Agent shall not make any false, misleading, or disparaging statements about the Company, Abliven, Inc., their products, services, officers, employees, or affiliates.

12. Representations and Warranties

The Sales Agent represents they have full authority to enter this Agreement and performance will not violate any other obligation. The Company represents it has authority to enter this Agreement.

13. Indemnification

The Sales Agent shall indemnify, defend, and hold harmless the Company, its officers, directors, employees, affiliates, and successors from all claims, damages, losses, liabilities, costs, and expenses arising from breach, negligence, or third-party claims related to sales activities.

14. Force Majeure

Neither party shall be liable for delays caused by circumstances beyond their reasonable control, including acts of God, natural disasters, pandemics, government orders, war, or labor disputes.

15. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Texas. Disputes shall be resolved exclusively in state or federal courts in Dallas County, Texas, or through binding arbitration in Dallas County under AAA rules.

16. Miscellaneous

This Agreement constitutes the entire understanding between the parties. No amendment except in writing signed by both parties. If any provision is held invalid, the remainder continues in force. Sections 7, 8, 9, 10, 11, 13, and 15 survive termination.

17. Assignments

The Sales Agent may not assign this Agreement without the Company's prior written consent. The Company may assign to any successor or affiliate (including Abliven, Inc.) without consent.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.