BlueFaucet Referral Program Agreement

This Referral Program Agreement (the “Agreement”) is made and entered into as of today, by and between BlueFaucet Inc, and Sales Agent (the “Agent”) collectively referred to as the “Parties”. The Agreement shall be effective immediately upon the Agent clicking the “I Agree” Button.

WHEREAS, BlueFaucet Inc. is a developer of BlueFaucet software and a “BlueFaucet” brand owner in the United States (“U.S.”), the Company has developed an open beta test program for its application designed to help merchants retain and acquire customers;

WHEREAS, the Agent desires to participate in the aforementioned program and provide referrals 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:

Article 1: TERMS AND CONDITIONS

1. Eligibility:

1. • Program Participation:The Referral Program (hereinafter referred to as the “Program“) is available solely to individuals who have successfully completed the registration process on the BlueFaucet platform, thereby attaining the status of registered users.
   • Legal Compliance:To be deemed eligible for the receipt of any Compensation for Participation as outlined herein, it is imperative that participants unequivocally confirm their possession of valid legal authorization to work within the jurisdiction of the United States.
   • Referral Program: During the designated Open Beta Testing phase, the standard provisions of the Program shall be superseded by the specific terms and conditions enumerated under the Referral Program. The intricacies of this program, encompassing eligibility criteria, performance benchmarks, and any imposed limitations, are meticulously outlined in Schedule A, which is annexed to and forms an integral part of this Agreement.
   • Referral Tracking Mechanism: To facilitate accurate tracking and recording of referrals, the Company commits to providing each Agent with a proprietary referral URL. This URL shall be uniquely tailored to each Agent and will incorporate a distinct Sales Identification Number. The disbursement of any referral compensation is predicated upon the successful registration of merchants using this specified URL.

2. Agent Obligations:

1. • Training:Each Agent is mandated to undergo and successfully complete a comprehensive video training module, specifically crafted to elucidate the nuances of BlueFaucet’s services.
   • Platform Engagement:Agents are expected to proficiently harness the array of tools and features available on the BlueFaucet app, particularly with respect to merchant outreach and engagement.

ARTICLE 2: OPEN BETA TEST PROGRAM PROVISIONS

1. Objective: Purpose of the Program: The primary purpose of the Open Beta Test Program (hereinafter referred to as the “Beta Program”) is to provide an avenue for the Company to obtain comprehensive, objective, and constructive feedback from select participants. This feedback will be instrumental in the identification of potential areas of improvement, enhancement, and refinement of the BlueFaucet application, ensuring its optimal functionality upon official release.
2. Potential Risks: Acknowledgment of Technical Risks: While the Company exerts its utmost effort and invests in state-of-the-art technologies and practices to safeguard data integrity, all participants of the Beta Program must be explicitly aware and fully comprehend the inherent technical risks associated with beta testing. Such risks could manifest in forms, including but not limited to, potential data breaches, unintended system malfunctions, or software instabilities. By participating, individuals accept and acknowledge these risks.
3. Incentives: Compensation for Participation: In recognition of their invaluable contribution to the Beta Program, participants shall be rewarded with a complimentary membership to BlueFaucet, spanning a full calendar year, granting unrestricted access to all features and services. Beyond this primary incentive, the Company offers additional benefits, which are tied to the discovery, reporting, and subsequent verification of software anomalies or “bugs“. A detailed exposition of these supplementary benefits is provided in Schedule B, annexed hereto.
4. Conclusion of Testing Phase: Program Duration and Termination: The Beta Program, initiated for a specified duration to achieve its objectives, is slated for termination prior to the end of February 2024. All rights, obligations, and privileges granted under the program will cease to exist upon its conclusion, unless expressly stated otherwise.

5. Eligibility Criteria: Participant Selection Process: Participation in the Beta Program is not universal. The Company, based on predefined criteria, will extend invitations exclusively to a subset of U.S.-based small merchants.

ARTICLE 3: TERMINATION AND MODIFICATIONS 

1. Company’s Right to Modify or Terminate:

Unilateral Actions by the Company: Notwithstanding any provision to the contrary in this Agreement or any other communication between the parties, BlueFaucet (hereinafter referred to as the “Company”) expressly reserves the unilateral right, exercisable at its sole and absolute discretion, to either amend any terms, conditions, or stipulations of the program or to discontinue the program in its entirety. Such actions can be undertaken by the Company without an obligation to provide advance notice to the Agent or any other party participating in the program, and the Company shall incur no liability or obligation as a result of such modifications or discontinuation.

2. Termination Due to Agent’s Breach:

Consequences of Breach: In the event that the Agent fails, neglects, or refuses to duly observe, perform, or abide by any of the terms, conditions, obligations, or stipulations set forth in this Agreement, or any amendments or modifications thereto, the Company retains the right to terminate the Agent’s participation in the program forthwith. Such termination may result, at the Company’s sole discretion, in the forfeiture by the Agent of any and all referral fees that have been earned but remain unpaid at the time of such termination. The Company’s rights under this provision are in addition to, and not in lieu of, any other rights and remedies available to the Company under this Agreement or at law.

ARTICLE 4: INDEMNIFICATION 

1. Agent’s Indemnification Obligation: The Agent 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 the Agent’s (or anyone acting under Agent’s account or password) breach of this Agreement, violation of any representation or warranty, or any non-compliance with applicable laws or regulations.
2. Company’s Indemnification Obligation: The Company agrees to indemnify, defend, and hold harmless the Agent 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 Agent 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.

ARTICLE 5: CONFIDENTIALITY 

1. 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.
2. Obligation to Maintain Confidentiality: The Agent agrees to maintain the confidentiality of the Company’s Confidential Information and to prevent its unauthorized dissemination, both during and after the term of this Agreement. Except as required by law, the Agent shall not disclose, reproduce, distribute, or otherwise make available to any third party any Confidential Information of the Company without the Company’s prior written consent.
3. Exclusions: The obligations set forth in this Confidentiality section shall not apply to information that: (i) is or becomes publicly available without breach of this Agreement by the Agent; (ii) can be shown by documentation to have been known to the Agent at the time of its receipt from the Company; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by the Agent without reference to the Company’s Confidential Information.
4. Return or Destruction of Confidential Information: Upon termination or expiration of this Agreement, or upon the Company’s earlier request, the Agent will deliver to the Company all of the Company’s property or Confidential Information in tangible form that the Agent may have in his or her possession or control. Alternatively, with the Company’s written consent, the Agent may destroy all such property and information. The Agent will provide the Company with a written certification of compliance with this provision upon request.

ARTICLE 6: GENERAL PROVISIONS 

a) Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, U.S.A., without giving effect to its principles of conflicts of law.

The parties hereto expressly agree that any legal proceedings arising out of or in connection with this Agreement shall be brought exclusively in the state or federal courts located within the jurisdiction of the Superior Court in King County, Washington. Both parties consent to and submit to the personal jurisdiction of such courts for the purposes of any such proceedings.

b) Notices: All notifications and communications between the parties under this Agreement shall be made in writing. Such notices may be delivered via email or through notifications posted directly within the BlueFaucet app.

c) Nature of Relationship: The Agent operates as an independent entity. The relationship established by this Agreement does not, in any manner, constitute a partnership, joint venture, employer-employee, or principal-agent relationship between BlueFaucet and the Agent.

The Agent acknowledges and agrees that they shall bear sole responsibility for any expenses incurred in relation to the fulfillment of obligations under this Agreement. BlueFaucet shall not be responsible for or reimburse any such expenses.

d) Rights, Remedies, and Waiver: Except where expressly mentioned in this Agreement, the rights and remedies provided to both parties hereunder are cumulative and are in addition to any other rights and remedies available to them under the law.

No waiver pertaining to any provision of this Agreement shall be deemed effective unless explicitly set forth in writing and duly signed by the waiving party.

e) Entire Agreement:This Agreement embodies the complete understanding and agreement between BlueFaucet and the Agent regarding its subject matter and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral.

This Agreement is intended solely for the benefit of BlueFaucet and the Agent, and no provision of this Agreement shall be interpreted to confer any rights or remedies upon third parties.

f) Execution:This Agreement may be executed in multiple counterparts, including those transmitted via facsimile or electronic means. Each counterpart shall be considered an original document, and collectively, they shall constitute a single instrument.

g) Inspection of Records:BlueFaucet commits to maintain accurate and comprehensive records and documentation related to the customers associated with this Agreement.

Upon receipt of a written request from the Agent, and not exceeding twice in any given calendar year, BlueFaucet shall grant the Agent or its designated representative the right to inspect pertinent records, specifically those that correlate with commission payments due to the Agent.

You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions. This Agreement represents the complete and exclusive statement of the agreements concerning the Program and supersedes all prior agreements between the parties.

SCHEDULE A: Referral Program Stipulations

Scope of the Referral Program: The Referral Program (“RP”) is a specific derivative of the overarching Sales Referral Program, tailored exclusively for the duration of the designated beta testing phase.

Compensation under RP: Participants in the RP (Referral Program) shall be eligible for a Referral Fee of $60. This fee will only be disbursed upon the successful fulfillment of the specified criterion, which requires the referred merchants to become paid subscribers from the agent’s referral link. The Referral Fee is subject to a minimum payment threshold, and payments will only be processed when the accumulated Referral Fees reach or exceed $200. Once this threshold is met, the payment will be disbursed in accordance with the agreed-upon payment schedule.

SCHEDULE B: Beta Test Program Incentives

Membership Perquisites: As a gesture of appreciation for their involvement, Beta Test Program participants shall be entitled to a comprehensive, feature-rich membership, entirely complimentary, for an initial duration of one calendar year.

Bug Identification Incentive: In line with BlueFaucet’s commitment to excellence, an additional incentive has been instituted. For every software anomaly or “bug” identified by a participant and subsequently authenticated and ratified by BlueFaucet, an extension of one month to their free membership tenure will be awarded.