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Last Updated: August 4th, 2025

This Partner Agreement ("Agreement") is entered into between Blue ("Company," "we," "us," or "our") and the party identified in the Partner Application ("Partner," "you," or "your").

1. Partner Program Overview

1.1 Program Tiers

Blue offers three partnership tiers with increasing benefits and commission rates:

• Bronze Partner: Base tier - 25% commission rate
• Silver Partner: 33% commission rate (minimum 5 referrals or $500 in commissions)
• Gold Partner: 42% commission rate (minimum 10 referrals or $1,000 in commissions)

1.2 Partnership Types

Partners may operate as:

• Direct Resellers: Selling Blue under the Blue brand
• White-Label Partners: Selling Blue under Partner's own brand
• Referral Partners: Referring customers to Blue

1.3 Geographic Scope

• System Integrators may be granted exclusive geographic territories
• Other partner types operate on a non-exclusive basis globally
• Partners may work with Blue competitors

2. Commission Structure

2.1 Commission Rates

• Commissions are calculated as a percentage of revenue received by Blue from the referred customer
• Commission rates apply to the customer's lifetime value
• Commissions include customer upgrades, downgrades, and add-ons (additional users, storage)
• Service work not provided by Blue is excluded from commissions

2.2 White-Label Pricing

White-label partners pay Blue a fixed price based on standard per-user fees as separately agreed.

2.3 Payment Terms

• Commissions paid monthly in US Dollars
• Minimum payment threshold: $200 (amounts below roll to next month)
• Payment made 30 days after Blue receives customer payment
• For direct referrals: Blue invoices customers directly
• For resellers/white-label: Partners invoice their customers directly
• Partners responsible for their own tax obligations
• No tax withholding by Blue

2.4 Tracking and Attribution

• 180-day cookie duration for referral tracking
• Unique partner URLs for attribution
• Double-sided incentives through trackable coupon codes

3. Partner Obligations

3.1 General Requirements

• Maintain professional representation of Blue
• Accurately describe Blue's capabilities
• Not make warranties beyond Blue's standard terms
• Comply with all applicable laws and regulations

3.2 White-Label Specific

• White-label partners have full control over their branding and marketing
• No requirement to mention "Powered by Blue"
• No approval required for positioning or marketing materials

3.3 Customer Support

• Partners provide first-line support to their customers
• Blue provides second-line technical support
• Gold Partners receive dedicated systems engineer support (billed separately)

3.4 Reporting

• Live reporting accessible at partners.blue.cc via dedicated portal
• Real-time visibility into commissions, referrals, and performance metrics
• Quarterly business reviews for Silver and Gold partners

4. Blue's Obligations

4.1 Platform Access

• Provide access to Blue platform for customer provisioning
• Partner portal for tracking commissions and performance
• API key generation capabilities for technical integration

4.2 Marketing Support

• Marketing materials and sales collateral
• Partner listing on Blue website (optional)
• Gold Partners eligible for joint marketing fund contributions

4.3 Training and Certification

• Initial partner onboarding
• Product training and certification programs
• Regular updates on new features

5. Intellectual Property

5.1 Blue IP

• Blue retains all rights to its platform and technology
• Partners receive limited license to use Blue trademarks for marketing
• License terminates upon Agreement termination

5.2 Partner Improvements

• Any improvements or suggestions provided by Partner become Blue's property
• Partner waives all rights to such improvements

5.3 White-Label Rights

• White-label partners may use their own branding
• Underlying technology remains Blue's property

6. Data Protection and Privacy

6.1 Compliance

Partners must comply with all applicable data protection laws including GDPR and CCPA as outlined in our Privacy Policy and GDPR Compliance documentation.

6.2 Data Processing

When handling customer data, Partners must adhere to the requirements in our Data Processing Agreement.

6.3 Security

Partners must maintain appropriate security measures as described in our Security documentation.

7. Term and Termination

7.1 Term

• Initial term of 12 months
• Automatically renews for successive 12-month periods

7.2 Termination

• Either party may terminate with 30 days written notice
• Immediate termination for:
  • Material breach not cured within 15 days
  • Bankruptcy or insolvency
  • Actions damaging Blue's reputation

7.3 Post-Termination

• Partner cannot accept new customers
• Existing customers continue with commissions paid
• Return of Blue confidential information
• Survival of confidentiality, IP, and indemnification provisions

7.4 Clawback

Blue may reclaim commissions if Partner solicits Blue employees or customers within 12 months post-termination.

8. Relationship and Conflicts

8.1 Independent Contractor

Partners are independent contractors, not employees, agents, or joint venturers.

8.2 Existing Customers

• Current Blue direct customers remain with Blue
• Blue may introduce Partners for additional service work

8.3 Non-Solicitation

Neither party shall solicit the other's employees or contractors during the term and for 12 months after termination.

9. Confidentiality

9.1 Confidential Information

Each party shall maintain the confidentiality of the other's proprietary information and use it solely for Agreement purposes.

9.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available
• Was rightfully known prior to disclosure
• Is independently developed
• Must be disclosed by law

10. Indemnification and Liability

10.1 Mutual Indemnification

Each party indemnifies the other against claims arising from:

• Breach of this Agreement
• Negligence or willful misconduct
• Violation of applicable laws

10.2 Partner Indemnification

Partner specifically indemnifies Blue for:

• Promises or warranties beyond Blue's standard terms
• White-label partner's use of their own branding
• Any customer disputes arising from Partner's actions

10.3 Limitation of Liability

• Neither party liable for indirect, consequential, or punitive damages
• Blue's maximum liability limited to commissions paid in prior 12 months
• Exclusions do not apply to indemnification obligations

11. Dispute Resolution

11.1 Arbitration

All disputes shall be resolved through binding arbitration in Delaware under AAA Commercial Arbitration Rules.

11.2 Legal Fees

Each party bears its own legal fees and costs.

11.3 Governing Law

This Agreement is governed by Delaware law without regard to conflicts of law principles.

12. General Provisions

12.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

12.2 Amendments

Amendments must be in writing and signed by both parties.

12.3 Assignment

Neither party may assign this Agreement without the other's written consent, except in connection with a merger or acquisition.

12.4 Notices

All notices must be in writing and sent to the addresses provided in the Partner Application.

12.5 Severability

If any provision is found unenforceable, the remainder continues in full effect.

12.6 Force Majeure

Neither party is liable for delays due to circumstances beyond their reasonable control.

13. Gold Partner Additional Benefits

Gold Partners receive:

• Priority technical support
• Early access to new features
• Dedicated systems engineer (billed separately)
• Eligibility for joint marketing fund
• Quarterly business reviews with Blue leadership

14. Acceptance

By submitting a Partner Application or beginning to promote Blue, Partner agrees to be bound by this Agreement.