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Boomerangme, Inc., a Delaware corporation with its principal address at 24A Trolley Square, Wilmington, DE 19806 ("Company"), and the individual accepting these Terms ("Representative," "you") agree as follows. You accept these Terms by checking the acceptance box and submitting the enrollment form (the "Effective Date"). These Terms govern your participation in the Company’s independent sales program (the "Program").
1.1. Company appoints you as a non-exclusive independent sales representative to solicit orders for Company’s products and services, currently: branded table tents (the "Kit") and the Boomerang Reviews subscription service (the "Subscription") (together, the "Products").
1.2. Your appointment is non-exclusive. Company may sell directly and may appoint other representatives in any area. Any territory designation is an operating guideline, not a grant of exclusive rights.
1.3. You may represent other companies and pursue other work, including competing work, at any time.
2.1. You are an independent contractor, not an employee, agent, partner, joint venturer, or franchisee of Company. Nothing in these Terms creates an employment relationship.
2.2. For purposes of all applicable state and federal employment and tax laws, including the California Unemployment Insurance Code, the parties agree in this written contract that Representative is a direct sales salesperson; that Representative shall not be treated as an employee of Company for state employment tax purposes; and that substantially all of Representative’s remuneration (whether or not paid in cash) for the services performed is directly related to sales or other output (including the performance of services) rather than to the number of hours worked.
2.3. You control the manner, means, schedule, and location of your work. Company does not set working hours, quotas, routes, or mandatory meetings. Certification requirements (Section 4) concern product knowledge and lawful representation of the brand only.
2.4. You are responsible for your own expenses, equipment, transportation, insurance, and taxes. Company will not withhold taxes and will report compensation on IRS Form 1099 as required by law. You must provide a completed Form W-9 (collected via the payout processor) before any payout is made.
2.5. You are not eligible for any employee benefits, workers’ compensation coverage, unemployment insurance, minimum wage, or overtime.
3.1. You solicit orders only. All sales are transacted directly between Company and the customer on Company’s then-current published prices, checkout flows, and customer terms. You have no authority to bind Company, sign on Company’s behalf, collect money from customers, modify prices, or make warranties beyond Company’s published materials.
3.2. You must not:
(a) make false, misleading, or unsubstantiated claims about the Products, their results, or potential earnings;
(b) promise review outcomes or violate any platform’s policies (including Google’s review policies);
(c) engage in door-to-door solicitation where prohibited, or without required local permits (obtaining any required solicitor or canvassing permits is your responsibility);
(d) contact consumers in violation of applicable law (including the TCPA and CAN-SPAM);
(e) purchase Products through your own referral link or otherwise self-deal to generate commissions.
3.3. Brand materials. Company grants you a revocable, non-exclusive, non-transferable license to use Company-provided sales materials and trademarks solely to promote the Products. You may not modify the materials or register domains, social media handles, or business names containing Company marks. The license ends when these Terms end.
4.1. Enrollment is completed through Company’s online flow, including registration in Company’s affiliate tracking system (FirstPromoter). Your sales are tracked by your personal referral link and referral code; Company’s tracking records are controlling absent manifest error.
4.2. Certification. You must complete the free online training course and pass its assessment before actively representing the brand.
4.3. Demo materials. You may purchase a demonstration tent at Company’s published price (currently $29.99, tax included, shipped within the United States). Purchasing demo materials is a product purchase made at your election; it is not a fee for enrollment, training, or the right to participate in the Program.
5.1. Commission-only. Your sole compensation consists of the commissions and sale-based incentives described in this Section 5 and Section 6. There is no salary, hourly pay, draw, or expense reimbursement.
5.2. Kit commission. You earn 100% of the customer’s first Kit order attributable to you, payable on Company’s weekly payout cycle following collection of the customer’s payment.
5.3. Subscription residual. You earn 25% of Subscription payments actually collected by Company from customers attributable to you, commencing with each customer’s second Subscription invoice. Each customer’s first (promotional) Subscription payment is retained by Company and is not commissionable. Your residual percentage increases permanently with your cumulative activated accounts: 26% at 50, 27% at 150, and 28% at 400 cumulative activations; once earned, a percentage level never decreases, including after any pause in your activity. Residuals are paid monthly for amounts collected in the prior month.
5.4. Sale-based incentives. Company currently offers:
(a) a 2× multiplier on residuals for accounts activated during your first 90 days in the Program;
(b) $25 for each account that reaches its third paid month;
(c) a 1.25× multiplier on a calendar quarter’s residuals if you activate 25 or more net-new active accounts in that quarter;
(d) weekly fast-start and monthly leaderboard incentives as published in the Program materials.
Incentives are tied to sales output and may be updated prospectively under Section 15.
5.5. Chargebacks; clawback. If a customer’s Subscription is cancelled or refunded within 60 days of activation, the related Kit commission is reversed. Reversals are recovered by offset against your future payouts, capped at 20% of any single weekly payout. If any customer payment is refunded or charged back, the related commission is reversed in full.
5.6. No pay for time. No compensation is earned or payable for hours worked, training time, travel, meetings, or any activity other than completed sales as described in this Section 5.
5.7. No recruiting compensation. Company pays nothing for recruiting other representatives. All compensation derives from sales of Products to bona fide end customers. Any separately published referral bonus for introducing a new representative is paid only upon that representative’s verified retail sales milestones, never for the act of recruiting itself.
5.8. Payment mechanics. Payouts are processed via FirstPromoter and PayPal Payouts to your designated account, subject to your completed Form W-9. A commission is earned when the underlying customer payment clears and the commission is approved under the published vesting rules (including first-invoice retention under Section 5.3 and anti-fraud review).
6.1. Company publishes performance tiers based on maintained active customer accounts. An "active account" means a customer account with a paid current invoice and product usage. Current published tiers include a monthly vehicle allowance program (for example, $500 per month upon maintaining 40 active accounts for three consecutive months, with a cash alternative) and annual travel awards at higher tiers.
6.2. The vehicle allowance is a conditional monthly payment, not a vehicle. Any vehicle lease or purchase is your own contract, in your own name, at your own risk. If you cease to qualify, the allowance stops; your lease obligations remain your own. Company never requires you to lease or purchase a vehicle.
6.3. Branding condition. Receipt of the vehicle allowance (as opposed to the cash alternative) is conditioned on maintaining Company-provided vehicle branding (wrap), which Company supplies, installs, and removes at Company’s expense. Electing the cash alternative removes the branding condition.
6.4. Tier thresholds and award budgets are published in the Program materials and may be updated prospectively under Section 15. Participants qualified under a threshold at the time of a change are grandfathered for their current qualification cycle.
6.5. All awards and allowances are compensation reportable on Form 1099.
7.1. Customer information you obtain through the Program is Company confidential information. You may use it solely to perform under these Terms and may not sell, share, or retain it after termination.
7.2. You must comply with applicable privacy laws (including the CCPA/CPRA, as applicable) and Company’s privacy policy when handling any personal information.
Non-public information about the Program — including commission data, customer lists, pricing tests, and unpublished materials — is confidential. This obligation survives termination for two (2) years; trade secrets remain protected for as long as the law protects them. Nothing in these Terms restricts your ability to disclose your own compensation or to work for others (Section 1.3).
9.1. These Terms remain in effect until terminated. Either party may terminate at any time, with or without cause, by written notice (email is sufficient).
9.2. Upon termination:
(a) your license to brand materials ends;
(b) earned, vested commissions for sales completed before termination are paid in the normal cycle;
(c) residuals under Section 5.3 continue to be paid after termination for as long as the underlying customer accounts remain active and paying, except where Company terminates for your material breach (fraud, misrepresentation to customers, or unlawful conduct), in which case unvested and post-termination amounts are forfeited.
9.3. Book transfer / buyout. Company may publish separate written terms for the optional repurchase or transfer of a representative’s account book. Such terms apply only if separately accepted in writing by both parties.
You represent and warrant that you are at least 18 years old, are authorized to work as an independent contractor in the United States, and will perform under these Terms lawfully, including in compliance with FTC advertising rules, state consumer-protection laws, and local solicitation ordinances.
You will indemnify and hold Company harmless against third-party claims arising from your breach of these Terms, your unlawful conduct, or claims by your own personnel. Company will indemnify you against claims that Company’s published materials, used as provided, infringe a third party’s intellectual property rights.
THE PROGRAM IS PROVIDED "AS IS." NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. COMPANY’S AGGREGATE LIABILITY UNDER THESE TERMS IS CAPPED AT THE COMMISSIONS PAID OR PAYABLE TO YOU IN THE SIX (6) MONTHS PRECEDING THE CLAIM.
13.1. The parties will first attempt to resolve any dispute informally within thirty (30) days of written notice.
13.2. Any remaining dispute will be resolved by binding individual arbitration administered by [AAA / JAMS — legal to select] under its rules. No class or representative actions. Each party bears its own fees except as the arbitration rules provide. Either party may bring an individual claim in small-claims court. [Legal: confirm enforceability for California representatives, including a public-injunctive-relief carve-out (McGill v. Citibank).]
13.3. These Terms are governed by the laws of [Delaware / California — legal to decide], without regard to conflict-of-laws rules.
These Terms, together with the published Program materials referenced herein, are the entire agreement between the parties regarding the Program. You may not assign these Terms without Company’s consent. Notices may be given by email. If any provision is unenforceable, the remainder stays in effect. No waiver is implied from conduct. Sections 5.5, 7, 8, 9.2, and 11–13 survive termination.
Company may update commission rates, incentives, and tier programs prospectively with fourteen (14) days’ email notice. Changes do not apply retroactively to sales already made, and tier qualifications in progress are grandfathered under Section 6.4. Your continued participation after the effective date of a change constitutes acceptance of it.
Participation in the Program does not guarantee any income. Any earnings figures in Program materials are hypothetical illustrations or historical examples, not promises or projections. Individual results depend on your own effort and market conditions.
Acceptance. By checking the box "I have read and agree to the Independent Sales Representative Terms" and submitting the enrollment form, you agree to these Terms and consent to the use of electronic records and signatures (ESIGN / UETA).
*[Company internal: log terms version hash, timestamp, IP address, and acceptance email.]*
