Joyner Sales Agent — Commission Structure Terms

1. Purpose

These Commission Structure Terms ("Terms") describe the commission rates, qualifying conditions, payment timelines, clawback provisions, and related financial terms applicable to Joyner Transportation & Logistic Services LLC's ("Joyner") Independent Sales Agent Program. These Terms supplement and are incorporated into the Independent Sales Agent Agreement. In the event of a conflict, these Terms control with respect to commission matters.

2. Commission Rates by Product

Agents earn commissions on qualifying sales of Authorized Products at the following standard rates. Specific rates applicable to each Agent are confirmed in the Agent's onboarding confirmation and may vary based on negotiated arrangements for high-volume agents.

Product / Service	Commission Type	Standard Rate	Duration
Joyner Autow Membership — Individual	One-time + residual	$25 per enrollment + $5/month residual	Residual paid while member remains active
Joyner Autow Membership — Fleet (10+ vehicles)	One-time + residual	Custom — contact agent support	Negotiated
Joyner TMS — Starter Plan	Recurring residual	10% of monthly subscription fee	12 months from customer activation
Joyner TMS — Professional Plan	Recurring residual	10% of monthly subscription fee	12 months from customer activation
Joyner TMS — Enterprise Plan	Recurring residual	8% of monthly subscription fee	12 months from customer activation
Joyner Freight (new shipper account)	Residual on revenue	2% of gross freight revenue generated by referred shipper	6 months from first shipment
Joyner Warehousing (new client)	One-time	$500 per signed warehousing agreement	One-time upon contract execution
Joyner Corporate Shuttle (new corporate client)	One-time	$750 per signed corporate shuttle agreement	One-time upon contract execution
Joyner Airport Shuttle Corporate Account	One-time	$250 per activated corporate account	One-time upon account activation
Joyner Parking — Fleet Account	One-time	$100 per activated fleet parking account	One-time upon first payment

Commission rates are subject to change with at least sixty (60) days' written notice to active Agents. Rate changes do not affect commissions already earned on closed sales before the effective date of the change.

3. Qualifying Conditions

A commission is earned only when all of the following qualifying conditions are met:

• The lead was properly registered through Joyner's agent portal before the sale closed
• The lead registration was not expired at the time of sale (90-day registration window)
• The customer executed a valid contract or agreement with Joyner for the applicable product or service
• For subscription-based products: the customer's account was activated and the first payment was successfully collected
• For service-based products: the customer completed their first paid engagement with Joyner
• Agent was in good standing under the Independent Sales Agent Agreement at the time the sale closed
• The sale was not a renewal, upsell, or expansion of an existing Joyner customer relationship where no Agent was previously involved

Commissions are not earned on sales to customers who were already active Joyner customers at the time Agent submitted the lead, unless Agent can demonstrate that the specific product sold was a new product line not previously purchased by that customer.

4. Commission Payment Schedule

• One-time commissions: Paid within thirty (30) days of the qualifying condition being met (contract execution, account activation, or first payment, as applicable)
• Residual commissions: Paid monthly, within fifteen (15) days of the end of the calendar month in which the residual was earned
• Freight revenue commissions: Paid monthly based on verified gross freight revenue generated by referred shippers during the prior month

All commissions are paid via ACH direct deposit to the bank account on file in Agent's agent portal. Agent is responsible for maintaining current and accurate payment information. Joyner is not responsible for payment delays caused by incorrect banking information.

5. Clawback Provisions

Commissions may be clawed back (reversed or offset against future commissions) in the following circumstances:

• Customer cancellation: If a customer cancels their Joyner service within ninety (90) days of activation due to dissatisfaction with the service or a service failure, the one-time commission paid for that customer will be clawed back from Agent's next commission payment
• Chargeback or non-payment: If a customer initiates a chargeback or fails to pay for the service that generated the commission, the commission will be clawed back
• Misrepresentation: If a commission was paid based on a lead submission that contained material misrepresentations about the customer or the sale, the commission will be clawed back and Agent may be terminated
• Subscription non-payment: Residual commissions cease immediately upon a customer's subscription becoming more than 30 days past due and are not reinstated retroactively if the customer later resumes payment

6. Minimum Payout Threshold

Commissions are paid when the accumulated unpaid commission balance reaches a minimum of $50.00. Balances below $50.00 are carried forward to the next payment period. All accumulated balances are paid in full upon termination of the Agent Agreement regardless of the minimum threshold.

7. Tax Reporting

Joyner will issue IRS Form 1099-NEC to Agent for annual commission payments meeting or exceeding the applicable reporting threshold. Agent is solely responsible for all federal, state, and local taxes on commission income. Joyner does not withhold taxes from commission payments.

8. Commission Disputes

Agent must submit commission disputes in writing to agents@myjoyner.com within thirty (30) days of the commission payment date or the date a commission was expected but not paid. Disputes must include the lead reference number, the customer name, the product sold, and the basis for the dispute. Joyner will review and respond within ten (10) business days. Undisputed commissions are deemed accepted if not disputed within the 30-day window.

9. Changes to Commission Structure

Joyner may modify commission rates, qualifying conditions, or payment terms at any time with at least sixty (60) days' written notice to active Agents. Changes apply to sales closed after the effective date of the change. Agent's continued participation in the Program after the effective date of a change constitutes acceptance of the new commission structure.

10. Dispute Resolution & Governing Law

All disputes arising out of or relating to these Terms are subject to the Joyner Arbitration & Dispute Resolution Policy. These Terms are governed by the laws of the State of Georgia.

11. Contact

Commission inquiries: agents@myjoyner.com | Billing: billing@myjoyner.com | Joyner Transportation & Logistic Services LLC | Atlanta, Georgia.