This agreement ("Agreement") is entered into by and between Blue42 Agency LLC, hereinafter referred to as "Blue42," and the registering/account-creating member, hereinafter referred to as "Partner."
Definition of Leads: For the purposes of this Agreement, a "Lead" refers to any contact that has clearly opted in and provided "name", "email", or "phone number" and meets certain criteria set forth by Blue42.
Lead Allocation and Pricing: Partner will have a set number of leads allocated to their wallet each month at a rate of $5 per lead. The wallet will be filled at the beginning of each month based on the agreed number of leads. If, at the end of the month, all purchased leads are not fulfilled, the wallet will be credited with the remaining balance of leads in the following month.
Payment Obligations: Failure to pay two consecutive invoices will result in the suspension or removal of the Partner from the syndicate. Any reinstatement after removal is at the sole discretion of Blue42 and may involve additional fees.
Adjustments to Lead Allocation: Partners may adjust the number of leads they wish to purchase each month by contacting support@blue42agency.com. Changes will take effect in the following billing cycle.
Ownership of Distributed Leads: Partner agrees to distribute leads to Blue42 and will be compensated at a rate of $2 per lead for each partner the lead is distributed to. Once distributed, ownership of the leads remains with the Partner, but they must comply with Blue42's usage guidelines.
Payment Terms for Distribution: Payments for distributed leads will be calculated at the end of each month and paid by the 10th business day of the following month to the direct deposit account on file. Payments will only be made once the accumulated earnings reach a minimum of $100, and only after Blue42 has received payment from the lead acquirer. Partners with outstanding invoices will not receive distribution payouts.
This Agreement shall remain in effect on a month-to-month basis with no fixed-term commitment. Partners may cancel services as outlined in the Cancellation Policy below.
Confidentiality Obligations: Partner agrees not to disclose any confidential information obtained during the course of this Agreement to any third party, nor to use such information for any purpose other than fulfilling obligations under this Agreement. This includes, but is not limited to, the software, systems, and processes by which leads are shared and managed within Blue42.
Non-Compete Clause: Partner agrees not to engage in any activities that directly utilize any proprietary intellectual property of Blue42, including but not limited to software or systems. This non-compete clause remains in effect during the term of this Agreement and for one year thereafter.
Non-Solicitation Clause: Partner agrees not to recruit or solicit any employees, contractors, or clients away from Blue42 during the term of this Agreement and for a period of one year thereafter.
All title, copyright, intellectual property rights, and distribution rights of the Lead Syndicate system remain exclusively with Blue42 Agency LLC. This includes the look and feel, design, and operational mechanics of the Lead Syndicate platform.
To cancel services with Blue42 Agency LLC, Partner must provide at least 30 days' notice in writing to support@blue42agency.com. Blue42 Agency LLC may retain any deposit made by the Partner to compensate for potential revenue loss and allocated resources. All outstanding balances must be settled before the cancellation becomes effective.
Refunds, if applicable, will be processed within 15 business days after the effective cancellation date, which is defined as the date when the 30-day notice period ends. Refunds will be minus any applicable fees or retained deposits. Exceptions to this policy may be considered on a case-by-case basis, at the sole discretion of Blue42 Agency LLC management.
Blue42 may provide links to third-party integrations. These third-party integrations are websites or platforms that synchronize with our Site to provide you with additional functionality, tools, or services. You acknowledge and agree that we are not responsible for the availability of such sites or resources, and we do not endorse or bear any responsibility or liability for any content, goods, services, or other materials provided by such sites. We encourage you to review the privacy policies and terms and conditions on those linked sites.
Partner agrees to indemnify, defend, and hold harmless Blue42 Agency LLC, its affiliates, licensees, partners, and their respective officers, directors, employees, agents, and third-party service providers from any claims, liabilities, damages, losses, or expenses (including reasonable attorneys' fees and court costs) arising from any violation of these Terms or related acts or omissions by the Partner. If any claim or action is brought against Blue42, Partner agrees to cooperate with Blue42 in the defense and to bear the costs of such defense, including hiring counsel if necessary.
Should any dispute arise between the Partner and Blue42, both parties agree to first attempt to resolve the issue amicably via phone or email. If a resolution cannot be reached, the dispute will be submitted to binding arbitration before a single arbitrator in the State of Texas, in accordance with the American Arbitration Association Rules. The arbitration will be conducted on an individual basis, and no class arbitrations or class actions are permitted. The Partner agrees to not engage in any conduct or communications, public or private, designed to disparage Blue42 or its services during or after the resolution process.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts in the State of Texas.