Last Updated: March 1, 2025

1. Introduction

This Sales Referral Program Agreement (the “Agreement”) is entered into by and between BlueFaucet Inc. (“Company”) and the Sales Agent (“Agent”), collectively referred to as the “Parties.” By participating in the BlueFaucet Sales Referral Program (the “Program”), the Agent agrees to comply with the terms and conditions set forth in this Agreement.

2. Eligibility and Participation

• Registration Requirement: Agents must complete the BlueFaucet platform registration to become a registered user.
• Legal Compliance: Agents must have valid legal authorization to work in the United States to qualify for compensation.
• Commission Requirements: Agents must submit a W-2 form before withdrawing any earned commissions.

3. Sales Referral Program

The specific terms, including eligibility, commission rates, payout structures, and promotional guidelines, are detailed in Schedule A and Schedule B, which form an integral part of this Agreement.

4. Sales Obligations

• To invite the small merchants to participate in BlueFaucet’s free trial program via Promotion Methods which list in Schedule B.
• Agents operate as independent contractors and acknowledge that this Agreement does not create a partnership, joint venture, employer-employee, or principal-agent relationship.

5. Term and Termination

• Term: This Agreement becomes effective on the date the Agent clicks “I Agree” and remains valid for one (1) year, unless earlier terminated. Renewal for additional terms requires mutual written consent.
• Termination by Company: The Company may terminate this Agreement at any time, with or without cause, upon written notice to the Agent.
• Termination by Agent: The Agent may terminate this Agreement at any time by providing written notice to the Company.
• Termination for Cause: The Company may terminate this Agreement immediately if the Agent breaches any material provision and fails to cure the breach within thirty (30) days of receiving written notice.

6. Indemnification

• Agent Indemnification: The Agent agrees to indemnify, defend, and hold harmless the Company from any claims, liabilities, damages, losses, costs, and expenses arising from the Agent’s breach of this Agreement, violation of any representations or warranties, or non-compliance with applicable laws.
• Company Indemnification: The Company agrees to indemnify, defend, and hold harmless the Agent from any claims, liabilities, damages, losses, costs, and expenses arising from any claim that the BlueFaucet platform or any part thereof infringes, violates, or misappropriates any third-party intellectual property rights. The Agent must promptly notify the Company in writing and allow the Company to control the defense and settlement of such claims.

7. Confidentiality

• Obligation to Maintain Confidentiality: The Agent agrees not to disclose Confidential Information to any third party without prior written consent from the Company.
• Exceptions: Confidentiality obligations do not apply to publicly available information or information lawfully known before disclosure.

8. Intellectual Property Rights

• Company Ownership: The Company retains all rights, titles, and interests in its intellectual property.
• Use of Company Marks: The Agent is granted a non-exclusive, non-transferable, revocable license to use the Company’s trademarks and logos solely for the purpose of promoting BlueFaucet products and services, subject to Schedule B.

9. Limitation of Liability

• Limitation on Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT.
• Commission Liability Cap: The Company’s liability for Agent commissions shall not exceed the total commissions earned by the Agent in the preceding three (3) months.

10. Governing Law and Dispute Resolution

• Governing Law: This Agreement is governed by the laws of the State of Washington.
• Dispute Resolution: Any disputes shall be submitted to binding arbitration in accordance with the American Arbitration Association (AAA) rules, conducted in Seattle, WA.

11. Notices

All notices must be in writing and shall be deemed given when:

• Delivered personally,
• Sent via email,
• Sent through in-app communication,
• Sent by certified or registered mail (return receipt requested, postage prepaid),
• Sent by overnight courier.

If to the Company:
BlueFaucet Inc.
522 W. Riverside Ave. #5689, Spokane, WA 99201

If to the Agent:
Agent’s registration address

12. Waiver

No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

13. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, communications, and understandings.

Schedule A: Sales Referral Program

1. Eligibility

• The Agent must be at least 18 years old and possess legal residency and work authorization in the United States.
• The Agent must have an active website, social media presence, or established connections with the target market relevant to BlueFaucet products and services.

2. Commission Structure
3. Payment Terms

• A one-time commission of $60 is awarded for each new paid subscriber referred by the Agent.
• A one-time commission of $5 is awarded when a salesperson referred by the Agent earns a paid subscriber commission.

1. Commission Eligibility

• The commission is credited to the Agent whose unique referral link or QR Code was last clicked or scanned by the customer who successfully completes their first payment.

1. Last-Click Attribution

• BlueFaucet follows a last-click attribution model, meaning the commission is awarded to the Agent whose referral link was the last one clicked before the customer subscribed.

1. Sales Dashboard

• The Sales Dashboard, accessible through the Sales Page, provides a comprehensive overview of referred merchants, their status, earned commissions, withdrawal history, and current balance.
• Agents can use the Sales Dashboard to track referral progress, verify commission eligibility, and request commission withdrawals efficiently.

1. FreeTrial Program

• BlueFaucet offers promotional programs, such as a 30-day free trial, that referred users may utilize. Agents are encouraged to familiarize themselves with these promotions to better understand the customer journey.

3. Payout Terms

• Commissions are earned only when a referred customer successfully completes their first paid subscription.
• Earned commissions can be withdrawn on demand through the Sales Page, with a minimum withdrawal amount of $100.
• The Agent is solely responsible for providing accurate banking information. BlueFaucet is not liable for any errors in the bank details submitted by the Agent.
• Commission payments are only transferred to banks located within U.S. territories.

4. Promotional Guidelines

• Agents are encouraged to promote BlueFaucet products and services through personal invitations, website reviews, blog posts, social media, and email marketing.
• All promotional materials must be truthful and not misleading.
• Agents must not engage in spamming, deceptive marketing, or unethical promotional practices.
• A comprehensive list of acceptable and prohibited promotional methods is provided in Schedule B.

5. Program Termination

• BlueFaucet reserves the right to terminate an Agent’s participation in the program for any reason, including violations of these terms or inactivity for six (6) months.
• Upon termination, any earned but unpaid commissions below $100 will be forfeited.

6. Program Updates

• BlueFaucet reserves the right to modify the Sales Referral Program, including commission rates, payout structures, and eligibility criteria, with at least 30 days’ prior written notice or a public announcement to the Agent.

7. Additional Information

• Agents should review BlueFaucet brand guidelines to maintain consistent messaging.
• BlueFaucet provides marketing materials and resources to support Agents in their promotional efforts.
• For questions or concerns regarding the Sales Referral Program, Agents may contact the BlueFaucet Sales Referral Program support team at sales@bluefaucet.com.

Schedule B: Acceptable and Prohibited Promotional Methods

Acceptable Promotional Methods

• Personal Visit – Visit merchants in person and invite them to scan your QR Code to participate in the BlueFaucet Free Trial Program.
• Website & Blog Content – Publish reviews, tutorials, or articles about BlueFaucet products and services to educate potential users.
• Social Media Marketing – Share BlueFaucet content, promotions, and referral links on relevant social media platforms.
• Email Marketing – Include BlueFaucet promotions and referral links in newsletters sent to subscribers who have opted in for marketing communications.
• Online Advertising – Utilize paid advertising platforms such as Google Ads or social media ads to promote BlueFaucet using the Agent’s referral link.

Prohibited Promotional Methods

• Spamming – Sending unsolicited emails or messages to promote BlueFaucet.
• Misrepresentation – Making false or misleading claims about BlueFaucet products or services.
• Coupon or Deal Aggregator Sites – Submitting referral links to coupon or deal sites without prior written approval from BlueFaucet.
• Incentivized Traffic – Offering financial incentives (excluding standard commissions) to encourage clicks or conversions.
• Cookie Stuffing – Using unauthorized tracking methods to manipulate cookies and inflate commissions.
• Negative Publicity – Engaging in activities that harm BlueFaucet’s reputation.
• Trademark Infringement – Using BlueFaucet’s trademarks or logos in a manner that violates intellectual property rights.
• Competitor Targeting – Running advertising campaigns targeting BlueFaucet competitor keywords or content.