This Affiliate Program Agreement (the “Agreement”) is made and entered into as of today, by and between BlueFaucet Inc. (“Company”) and Affiliate (“Affiliate”), collectively referred to as the “Parties”.

RECITALS

WHEREAS, Company is a developer of BlueFaucet software and a “BlueFaucet” brand owner in the United States (“U.S.”); and

WHEREAS, Affiliate desires to participate in the BlueFaucet Affiliate Program (the “Program”) and promote the Company’s products and services in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Article 1: Terms and Conditions
   • Eligibility: Participation in the Program is available to both individuals and business entities who have successfully completed the registration process on the BlueFaucet platform, thereby attaining the status of registered users. Business entities will be required to provide additional information during registration to verify their legitimacy.
   • Legal Compliance: To be eligible for any compensation under this Agreement, the Affiliate confirms their possession of valid legal authorization to work within the jurisdiction of the United States.
   • Affiliate Program: The Program details, including eligibility criteria, commission rates, and payout structures, are outlined in Schedule A, which is annexed to and forms an integral part of this Agreement.
   • Affiliate Tracking Mechanism: The Company will provide each Affiliate with a unique affiliate link to facilitate accurate tracking and recording of referrals. This link will incorporate a distinct Affiliate identification code. Disbursement of any referral compensation is predicated upon successful customer registrations or purchases using this specified URL.
2. Article 2: Affiliate Obligations
   • Promotion: Affiliate agrees to actively promote the Company’s products and services using approved methods, such as social media marketing, content creation, and other online advertising strategies. A list of acceptable and prohibited promotional methods is provided in Schedule B, annexed hereto.
   • Compliance with Applicable Laws: Affiliate agrees to comply with all applicable laws and regulations in connection with their promotional activities for the Company’s products and services.
   • Independent Contractor: Affiliate acknowledges and agrees that they operate as an independent contractor, and this Agreement does not constitute a partnership, joint venture, employer-employee, or principal-agent relationship.
3. Article 3: Term and Termination
   • Term: The term of this Agreement shall commence on the Effective Date (the date Affiliate clicks “I Agree”) and continue for a period of one (1) year, unless earlier terminated pursuant to this Agreement. The Agreement may be renewed for additional terms upon mutual written consent of the Parties.
   • Termination by Company: The Company may terminate this Agreement at any time, with or without cause, upon written notice to Affiliate.
   • Termination by Affiliate: Affiliate may terminate this Agreement at any time, upon written notice to the Company.
   • Termination for Cause: The Company may terminate this Agreement immediately upon written notice to Affiliate if Affiliate breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days of written notice.
4. Article 4: Indemnification
   • Affiliate Indemnification: Affiliate agrees to indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorney’s fees and costs) that such parties may incur as a result of or arising from Affiliate’s breach of this Agreement, violation of any representation or warranty, or any non-compliance with applicable laws or regulations.
   • Company Indemnification: The Company agrees to indemnify, defend, and hold harmless the Affiliate from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorney’s fees and costs) that arise from any claim asserting that the BlueFaucet platform or any part thereof infringes, violates, or misappropriates any third-party’s intellectual property rights, provided that the Affiliate promptly notifies the Company in writing of the claim, cooperates with the Company, and allows the Company sole authority to control the defense and settlement of such claim.
5. Article 5: Confidentiality
   • Definition of Confidential Information: For purposes of this Agreement, “Confidential Information” refers to non-public information disclosed by one party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, which is designated as “Confidential,” “Proprietary,” or some similar designation. Confidential Information includes, without limitation, information regarding marketing plans, sales data, customer lists, business plans, technical data, product ideas, and business and contractual relationships
   • Obligation to Maintain Confidentiality (continued): refrain from disclosing such information to any third party without the prior written consent of the Company. Affiliate acknowledges that the Company’s Confidential Information is valuable, and agrees to use reasonable care to protect it from unauthorized use, disclosure, or dissemination.
   • Exceptions: The confidentiality obligation under this Article 5 will not apply to information that: (i) is or becomes publicly known through no fault of Affiliate; (ii) was rightfully known by Affiliate without a confidentiality obligation prior to disclosure by the Company; or (iii) is independently developed by Affiliate without use of the Company’s Confidential Information.
6. Article 6: Intellectual Property Rights
   • Company Ownership: The Company retains all rights, titles, and interest in and in its intellectual property, including, without limitation, trademarks, copyrights, patents, trade secrets, and all derivatives thereof. Affiliate acknowledges and agrees that no right, title, or interest in or to the Company’s intellectual property rights is transferred to Affiliate under this Agreement.
   • Affiliate Use of Company Marks: Affiliate is granted a non-exclusive, non-transferable, revocable license to use the Company’s trademarks and logos solely for the purpose of promoting the BlueFaucet products and services in accordance with this Agreement and Schedule B.
7. Article 7: Limitation of Liability
   • Limitation of Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR AFFILIATE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   • Limitation of Liability for Affiliate Commissions: The Company’s sole liability for Affiliate commissions due and owing under this Agreement shall not exceed the total amount of commissions earned by Affiliate during the preceding three (3) months.
8. Article 8: Entire Agreement
   • This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
9. Article 9: Governing Law and Dispute Resolution
   • Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles.
   • Dispute Resolution: Any dispute arising out of or relating to this Agreement shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association (“AAA”). The arbitration shall be conducted in Seattle WA. The decision of the arbitrator shall be final and binding on the Parties and may be entered into any court of competent jurisdiction.
10. Article 10: Notices
    • All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, postage prepaid, or sent by overnight courier, addressed as follows:
    • If to the Company: BlueFaucet Inc. 522 W. Riverside Ave. #5689, Spokane, WA 99201
    • If to Affiliate: [Affiliate Name] [Company Name] [Affiliate Address]

11. Article 11: Waiver

No waiver by either Party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

12. Article 12: Severability

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

IN WITNESS WHEREOF, the Parties agree to this Agreement as of the date first written above.

BlueFaucet Inc.

[Print Name]

Affiliate

[Print Name]

Schedule A: Affiliate Program

1. Eligibility:

• Affiliates must be at least 18 years old and a legal resident of the United States.
• Affiliates must have a website or social media presence relevant to the target audience for BlueFaucet products and services.
• Affiliates cannot be current employees or contractors of BlueFaucet.

2. Commission Rate:
3. Payment Structure: We pay a one-time commission of $60 for each new paid subscriber referred by the Affiliate.
4. Commission Eligibility: The commission will be credited to the Affiliate whose unique affiliate link was clicked by the user and successfully completed their first payment.
5. Last-Click Attribution: We utilize a last-click attribution model. This means the commission is awarded to the Affiliate whose link was the last one clicked by the user before they became a paid subscriber.
6. Merchant Status Visibility: The status of each referred merchant (including trial periods, active subscriptions, etc.) will be displayed on the Affiliate’s dedicated Sales Page. This allows Affiliates to track their referral progress and commission eligibility
7. BlueFaucet Promotions: BlueFaucet offers promotional programs, such as a 30-day free trial, that may be utilized by referred users. Affiliates are encouraged to familiarize themselves with these promotions to better understand the customer journey.
8. Payout Structure:

• Commissions are earned when a new customer referred by the Affiliate completes a paid subscription.
• Affiliates can access their Dashboard in Sales Page at any time to view their current commission balance.
• Earned commissions can be withdrawn on demand through the Sales Page, provided the total earned commission exceeds $100.
• BlueFaucet is not responsible or liable for any errors in the bank information provided by the Affiliate. The accuracy of such information is solely the responsibility of the Affiliate.
• BlueFaucet will only transfer commissions to banks located within U.S. territories.

4. Tracking and Reporting:

• Affiliates will be provided with a unique affiliate link to track referred customers.
• The Sales Page will be available for Affiliates to access real-time performance reports, including invited merchants, status, and earned commissions.

5. Promotional Guidelines:

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

6. Program Termination:

• BlueFaucet reserves the right to terminate an Affiliate’s participation in the program for any reason, including violation of these terms and conditions or inactivity for a period of 6 months.
• Upon termination, any earned but unpaid commissions will be forfeited if the total amount is below $100.

7. Program Updates:

• BlueFaucet reserves the right to modify the Affiliate Program details, including commission rates, payout structures, and eligibility criteria, at any time with prior written notice to Affiliates.

8. Additional Information:

• Affiliates are encouraged to familiarize themselves with the BlueFaucet brand guidelines and messaging to ensure consistent communication.
• BlueFaucet provides marketing materials and resources to support Affiliates in their promotional efforts.
• For any questions or concerns regarding the Affiliate Program, Affiliates can contact the dedicated BlueFaucet Affiliate Program support team at Affiliate@bluefaucet.com

Schedule B: Acceptable and Prohibited Promotional Methods (List of approved and restricted marketing activities)

Acceptable Promotional Methods:

• Website and Blog Content: Publish reviews, tutorials, or informative articles about BlueFaucet products and services.
• Social Media Marketing: Share BlueFaucet content, promotions, and affiliate links on relevant social media platforms.
• Email Marketing: Include BlueFaucet promotions and affiliate links in email newsletters to subscribers who have opted-in to receive marketing communications.
• Online Advertising: Utilize paid advertising platforms like Google Ads or social media advertising to promote BlueFaucet with your affiliate link.
• Offline Marketing: Promote BlueFaucet at relevant industry events or conferences (with prior written approval from BlueFaucet).

Prohibited Promotional Methods:

• Spamming: Sending unsolicited emails or messages promoting BlueFaucet.
• Misrepresentation: Making false or misleading claims about BlueFaucet products or services.
• Coupon or Deal Aggregator Sites: Submitting your affiliate link to coupon or deal aggregator sites without prior written approval from BlueFaucet.
• Incentivized Traffic: Offering financial incentives (excluding standard affiliate commissions) to encourage clicks or conversions.
• Cookie Stuffing: Using unauthorized methods to manipulate tracking cookies and inflate affiliate commissions.
• Negative Publicity: Engaging in any activity that could damage the reputation of BlueFaucet.
• Trademark Infringement: Using BlueFaucet trademarks or logos in a way that infringes on the company’s intellectual property rights.
• Competitor Targeting: Targeting advertising campaigns towards keywords or content that mentions BlueFaucet competitors