Referral Partner Agreement Terms and Conditions

LAST UPDATED: JUNE 19, 2020

These Referral Partner Agreement Terms and Conditions govern, supplement and are hereby made a part of the BluIP Referral Partner Agreement, including all schedules, addendum, exhibits, linked urls and the like (“Agreement”) and describe the terms and conditions under which the named partner on the Partner Relationship Terms (“Partner”) becomes a member of the BluIP, Inc. (“BluIP”) Partner program as a Referral Partner. The effective date of these Terms and Condition (“Effective Date”) shall be the last date upon which the Agreement is executed Defined terms as set forth in the BluIP Tiered Partner Agreement, or are as commonly understood in the telecommunications industry.

WITHOUT LIMITING THE EFFICACY OF THE AGREEMENT, BY SIGNING THESE REFERRAL AGREEMENT TERMS AND CONDITIONS, OR A DOCUMENT THAT INCORPORATES THESE REFERRAL AGREEMENT TERMS AND CONDITIONS, PARTNER EXPRESSLY AGREES TO FOLLOW AND TO BE BOUND HEREBY. THESE REFERRAL AGREEMENT TERMS AND CONDITIONS INCLUDE THE APPLICABLE BLUIP POLICIES WHICH ARE HEREBY INCORPORATED. THE BLUIP POLICIES ARE LOCATED AT HTTP://WWW.BLUIP.COM/LEGAL OR ARE ACCESSIBLE BY CLICKING “POLICIES.” THE BLUIP POLICIES APPLICABLE TO THIS AGREEMENT ARE THE BLUIP: ACCEPTABLE USE POLICY OR “AUP,” TERMS OF USE AND PRIVACY POLICY. PLEASE READ ALL DOCUMENTS COMPRISING THE AGREEMENT CAREFULLY. THE PERSON ENTERING INTO THE AGREEMENT, ON BEHALF OF PARTNER, CONFIRMS, WARRANTS AND REPRESENTS THAT THEY HAVE READ AND UNDERSTAND THE AGREEMENT, INCLUDING ALL OF ITS TERMS AND CONDITIONS, AND HAVE THE AUTHORITY TO BIND PARTNER AND ITS RELATED PARTIES HERETO.

1. APPOINTMENT OF PARTNER

1.1. Grant of Appointment. BluIP appoints Partner as a non-transferable, non-exclusive Referral Partner in accordance with the terms of this Agreement.

1.2. Obligations of Appointment.

1.2.1. Service Obligations. During the Term of this Agreement, Partner agrees to use best commercially reasonable efforts to: (a) coordinate Referral efforts with BluIP sales and other personnel; and, (b) participate with BluIP in forecast reviews with respect to Referrals and prospective Referrals. “Referral”: A sale to a prospective Customer: that occurs as a direct result of Partner having completed the Referral Obligations. To qualify as a “Referral,” the sale must occur within 180 days (as reasonably calculated by BIP) of the initial meeting between BluIP and the prospective Customer. “Referral Obligations”: Arranging one or more meetings for BluIP with an employee or department of the Customer or prospective BluIP customer that is authorized to make purchasing decisions on behalf of the Customer, or prospective Customer, and a Referral occurs as a direct result of such meeting(s).

1.2.2.Deal Registration. Partner will register all Referrals by sending an email to sales@bluip.com. The email must specify the following Customer information: name, address, authorized purchaser personnel’s contact information and the bona fide, committed user count. The registration will become effective when Partner receives a deal registration id number from BluIP.

1. 3. Conduct of Partner. Partner shall not remove, efface or obscure any copyright notices or other proprietary notices or legends from any materials provided by BluIP for Partner’s use under this Agreement. Partner shall not have the authority to legally bind BluIP to any third person. Partner acknowledges, understands and agrees that it is not authorized, under this Agreement, to sell or resell to a Customer, BluIP products and services (including third party products/services made available by BluIP to a Customer). Partner will observe a commercially reasonable standard of integrity and fair dealing with all matters concerning BluIP. Without limiting the foregoing, Partner shall not make any, warranties concerning the BluIP Products and Services (or any other BluIP products and services, or those of its suppliers or related parties) nor any statements that are false or misleading or divergent from the information and materials supplied by BluIP.

2. FEES AND PAYMENTS. Partner Fees are set forth in schedules, exhibits, addenda, and the like attached or otherwise made a part of this Agreement. Each party shall be responsible for its own costs and expenses relating to the activities hereunder.

3. TERM AND TERMINATION.

3.1. Termination Without Cause. Either party may terminate this Agreement, without cause, at any time, with notice to the other party.