TURN IT BLUE DIGITAL LLC
PARTNER PROGRAM AGREEMENT

Updated February 4, 2025

This Partner Program Agreement (the “Agreement”) is a binding agreement between Turn it Blue Digital, LLC (“Turn It Blue Digital”, “TIB”, “We” or “Us”) and you, our Partner, (“You,” “Your,” or "Partner"), even though it is electronic and is not physically signed by You and Turn It Blue. You acknowledge that this Agreement governs your participation in the Turn It Blue Partner Program as further described herein (the “Program”). 

PLEASE READ THIS AGREEMENT CAREFULLY.

Acceptance of Terms

1. By accepting this Agreement, or by participating in the Program, You represent and acknowledge that You have read, understood, and agree to be bound by this Agreement, and that the information You provide in registering for the Program is accurate, complete, and is Yours or within Your right to use. If You are entering into this Program on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “You,” “Your” or related capitalized terms herein shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not participate in the Program. By participating in the program, You are accepting this Agreement.
2. We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You of any material changes affecting your rights through a notification on Turn It Blue Digital’s website and/or email and direct You to the latest version.

Definitions

The following terms have the meaning assigned to them below:



1. “Affiliate Code” means a unique referral code an End User may use when signing up for a Turn It Blue Ads account or other Turn It Blue Digital Product. New accounts that sign up with Your custom referral code are automatically affiliated with Your Partner account for purposes of calculating Your Referral Bonus.
2. “Affiliate Link” means a customized URL to purchase Turn It Blue Digital Products with the Partner’s Affiliate Code pre-filled. Partners may provide this link to prospective customers as a courtesy to facilitate their Account Registration and Your Referral Bonus.
3. “Annual Qualifying Period” means the current period beginning the prior December 1 and continuing until the upcoming November 30.
4. “Closed Sale” means the purchase of any Turn It Blue Digital Product by a Customer using the Turn It Blue Ads Platform, where the Customer has agreed to the End User Terms and Conditions and completed the required account setup.
5. “Documentation” means any and all manuals, instructions, specifications and other documents and materials in any form or medium, including contained within a Turn It Blue Product application, that We generally make available to End Users and that describe the Turn It Blue Product operation, use, support, maintenance or other features.
6. “Customer” means an entity that enrolls in a Turn It Blue Ads account or completes a purchase of a Turn It Blue Digital Product.
7. “Customer Data” means any information collected, received, processed or maintained by You or on Your behalf from or relating to any Customer or Prospective Customer in connection with the Turn It Blue Products, including all registration information, transaction history and satisfaction data, and related data analytics.
8. “End User” means a Customer, or an Entity or Person that purchases a Turn It Blue Digital Product or uses Turn It Blue Ads for or on behalf of a Customer.
9. “End User Terms and Conditions” means the terms of service related to the Turn It Blue Products located at https://www.turnitbluedigital.com/terms-of-service.
10. “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any court or tribunal of competent jurisdiction.
11. “Minimum Spend Commitment” (“MSC”) means a separate Agreement between Turn It Blue Digital and You that binds You to a minimum net advertising spend within the current Annual Qualifying Period.
12. "Net Revenue" means the total revenue from a Customer on the Turn It Blue Ads Platform relating to Closed Sales, less any discounts, taxes, fees, expenses, refunds, and/or credits incurred by Turn It Blue.
13. "Partner" means an individual or entity who has (1) applied through the Agency Program Application; (2) been approved by Turn It Blue Digital for partner status; and (3) who has Closed Sales within the Turn It Blue Ads Platform.
14. “Partner Account” means the Turn It Blue Ads account associated with the Partner’s email address and entity information. 
15. “Partner Benefits” means the monetary and non-monetary value associated with a Partner status, which varies based on the Tier status of the Partner.
16. “Partner Share” means the percentage of the Net Revenue You will receive as set forth herein.
17. “Prospective Customer” means an entity who is brought to Turn It Blue Digital by a Partner as a lead for the purpose of converting that entity to a Customer.
18. “Tier” or “Tier Status” means the specific Partner Benefits available to You based on Your Net Revenue and Closed Sales within Turn It Blue Ads.
19. “Turn It Blue Ads” or “Ads Platform” means the the self-serve digital advertising buying tools, created by Turn It Blue Digital and sold as a Turn It Blue Digital Product, which is made available to users at ads.turnitbluedigital.com 
20. “Referral Bonus” refers to the structure of perks and bonuses set forth herein stemming from new Customers as a direct result of Partner participation in the process tracked through Affiliate Codes and Affiliate Links.
21. “Turn It Blue Digital Marketing Materials” means any advertising, promotional or marketing materials for or relating to the Turn It Blue Digital Products that We may make available to You from time to time during Your participation in the Program.
22. “Turn It Blue Digital Products” means the products and services available for sale on the Turn It Blue Digital website or within the Turn It Blue Ads Platform, or any additional products or services listed for sale via https://www.turnitbluedigital.com/ or https://ads.turnitbluedigital.com.
23. “Turn It Blue Digital Properties” means all of the Turn It Blue Digital Products, the Partner Portal, Turn It Blue Digital trademarks (including logos, marks and Partner Program Badges), Turn It Blue Digital Marketing Materials, Documentation, Turn It Blue Digital’s Confidential Information, and other technologies, information and materials We provide to You to enable You to market and sell, or provide support or other services for, the Turn It Blue Digital Products.
24. “Turn It Blue Digital’s Values” means that we work to support candidates and causes that bolster the Democratic process, support and promote human dignity at home and abroad, protect free and fair elections, and strive for diversity, equity, and inclusion of all people in the political process. These values most closely align with those of the Democratic Party, however Turn It Blue Digital is not a partisan organization and is available to all who share these values.

Marketing and Sales Activity

1. Subject to the terms of this Agreement, We grant You a non-exclusive, non-transferrable, revocable right to describe Yourself in promotional, advertising, and marketing materials relating to the Turn it Blue Digital Products as an “Agency Partner” of Turn It Blue Digital. You may not alter the Turn it Blue Digital branding in any way and You must only use the “Agency Partner” designation in connection with participation in the Program. You shall not use the “Agency Partner” designation (i) in or in connection with the advertising, promotion, marketing or distribution of any goods, services or technologies other than the Turn It Blue Digital Products; (ii) as part of Your corporate or trade name or any domain name; in any way that is likely to cause confusion, mistake or deception; or (iii) in any way that is likely to dilute, tarnish or otherwise diminish the distinctiveness of, or jeopardize the reputation of or goodwill associated with the Turn It Blue Digital’s trademarks, Turn It Blue Digital Products or the validity or Turn It Blue Digital's ownership of its trademarks or the registrations therein.
2. If You create any content that relates to the Program or Turn It Blue Digital Products, it must be designated as “unofficial”. For example, “The Unofficial Guide to Using Turn It Blue Ads.”
3. You are prohibited from using Turn It Blue Digital’s name or any Turn It Blue Digital Product name in Google AdWords or in any Pay-Per-Click promotion, without prior written consent of Turn It Blue Digital. Any use, if authorized, must be in accordance with Turn It Blue Digital’s brand guidelines.
4. You agree to comply with any current and future branding and marketing policies provided to You by Turn It Blue Digital. You agree to immediately discontinue use of any materials that violate this section.
5. You shall bear all costs and expenses related to Your marketing of the Turn It Blue Digital Products other than any Turn It Blue Digital Marketing Materials.

Partner Obligations

At all times during the Term, You will, in accordance with the terms and conditions of this Agreement and at Your own cost:

1. maintain sufficient knowledge of the industry and products competitive with the Turn It Blue Digital Products (including specifications, features and benefits) so as to be able to explain in detail to Potential Customers and Customers: (i) the differences between the Turn It Blue Digital Products and competing products; and (ii) information on standard features of each of the Turn It Blue Digital Products;
2. comply with (i) all then current Turn It Blue Digital policies that are applicable to the Agency Partner Program; (ii) all then-current requirements and obligations for compliance in the political digital advertising industry; and (iii) all reasonable directions and instructions from Turn It Blue Digital concerning the commercialization of the Turn It Blue Digital Products;
3. comply with applicable Law and in a manner that is consistent with good business practice and reflects favorably at all times on the Turn It Blue Digital Products and the good name, goodwill and reputation of Turn It Blue Digital;
4. not directly or indirectly engage in any unfair, unethical, misleading or deceptive acts or practices that are or might be detrimental to the public or the goodwill or reputation of Turn It Blue Digital or any Turn It Blue Digital Products, including any dissemination, display or use of any false, misleading or deceptive representations, depictions or materials for or in connection with any advertising, promotion, marketing or distribution of any Turn It Blue Digital Products; and
5. notify Turn It Blue Digital promptly if You believe any End User has violated the End User Terms and conditions.

You shall not at any time, directly or indirectly (a) sell or otherwise transfer title or ownership of the Turn It Blue Digital Properties; (b) copy, modify or create any derivative works or improvements of any Turn It Blue Digital Products or Documentation; (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of any Turn It Blue Digital Product or any part thereof; (d) bypass, breach or disable any security device, copy control or digital rights management tool, or other protection used by any Turn It Blue Digital Products, or induce or assist any person to do so; (e) except as expressly permitted in this Agreement, represent Yourself as an agent of Turn It Blue Digital, commit Turn It Blue Digital to any contracts or incur any obligation or liability whatsoever on behalf of Turn It Blue Digital for any purpose; (f) make any representations, warranties, guarantees, indemnities, claims or other commitments (i) actually, apparently or impliedly on Turn It Blue Digital's behalf, or (ii) concerning or relating to any Turn It Blue Digital Product that are in addition to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, claims or other commitments in this Agreement, the End User Terms and Conditions, the Documentation or any written documents provided or made available by Turn It Blue Digital to You that concern or relate to that Turn It Blue Digital Products; (g) access or use the Turn It Blue Digital Properties for purposes of: (i) benchmarking or competitive analysis of such Turn It Blue Digital Properties, or (ii) developing, producing, marketing, distributing, licensing or selling any product or service that may compete with any of the Turn It Blue Digital Products; (h) market, distribute, license or otherwise make available any Turn It Blue Digital Products to or through any Person other than directly to Customers, Prospective Customers and their respective End Users; or (i) in connection with the Program, perform any act that, or fail to perform any act the omission of which, infringes, misappropriates or otherwise violates any intellectual property right or other right of any person, or violates any applicable Law.

Partner Tier Statuses

Partner Tier Statuses (as of January 2025) are as follows:

• General Partner ($1 - $99,999 Annual Qualifying Period spend)
• Silver Partner ($100,000 - $499,999 Annual Qualifying Period spend)
• Gold Partner ($500,000 - $999,999 Annual Qualifying Period spend)
• Platinum Partner ($1,000,000 - $3,499,999 Annual Qualifying Period spend)
• Sapphire Partner ($3,500,000+ Annual Qualifying Period spend)

There are two ways to attain a Partner Tier Status during an Annual Qualifying Period:

1. Sign a Minimum Spend Commitment (“MSC”) - Upon execution of a new MSC, You will instantly earn all the Partner Benefits of the associated Tier Status for the remainder of the current Annual Qualifying Period. 
2. If You successfully complete Your MSC during the agreed upon period, Your Tier Status benefits will be automatically extended until Dec 31st of the following year. Maintaining Tier Status in subsequent years will then be dependent on renewal of Your MSC or Pay-As-You-Go spending.
3. If You do NOT meet the spending requirements of Your MSC during the agreed upon period, Your subsequent Tier Status Level will instead be based upon actual Net Revenue with Turn It Blue Digital during the Annual Qualifying Period and Your opportunity to engage in future MSCs with Turn It Blue Digital may be suspended or revoked at Turn It Blue Digital’s sole discretion.
4. If You enter into a MSC and exceed the MSC in spend for the agreed-upon period, the Partner will receive the benefit of additional percentages as applicable on the additional spend only.
5. Earn Tiers from Spending: Much like a frequent flyer program, You can earn Your way to each subsequent tier level over the course of a defined An Annual Qualifying Period. Qualifying spend resets each year with a new Annual Qualifying Period. Benefits are not provided retroactively, however. You are only eligible for the benefits achieved at each level during the time You have reached that level, and the first $99,999 of each Annual Qualifying Period does not NOT count towards Your Partner Dividend calculation, if applicable.

Your Partner Benefits

Turn It Blue Digital may (now or in the future) offer certain Partner Benefits to You as described on its website based on the level of Your participation in the Program (each a “Tier” or “Tier Status”). Turn It Blue Digital may determine the benefits available for each Tier in its sole discretion and may change the qualifying criteria of each Tier or the benefits available to any Tier in its sole discretion without notice or liability to You.

Currently there are FIVE Partner Tier Status Levels, with varying levels of benefits described below, earned based on spending levels with Turn It Blue Digital during each Annual Qualifying Period, beginning December 1 and ending November 30. 

If You reach a particular tier level over the course of the defined Annual Qualifying Period, that tier status will remain valid until Dec 31st of the year following the end of the qualification period it was earned. For clarity, if You earn the Silver Partner Tier Status in June of 2025, that status will remain valid through December 31, 2026. 

Partner Share From Net Revenue

You will receive an annual Partner Share for Closed Sale Net Revenue processed via the Turn It Blue Ads Platform during the Annual Qualifying Period. Depending on Your year-end Net Revenue and MSC status, the percentage of Partner Share You will receive is between zero and five percent (0-5%) of net revenues, determined by the Partner Share Calculations detailed below.

The Accounting Administrator for each Partner Account will have the option to choose the method by which You will receive Your Partner Share (whether in the form of Wallet Credits or Cash Back) at the point when You become eligible for such benefits. Wallet Credit will be chosen by default. Partners may change their Partner Share method until 11:59 PM Eastern Time on the final day of the Annual Qualifying Period, at which point the method will be locked in for any Partner Share earned in that Period. You may elect to receive Your Partner Share in one of two methods:

1. Turn It Blue Ads Wallet Credits: Your Turn It Blue Ads Account Wallet will be credited for an amount equal to Your partner share, which You may use to offset the future purchase of ads within the Turn It Blue Ads Platform. Credits have no cash value, are non-transferrable, are not eligible for use on prior or past advertising, and their spend does not count towards Your eligible spend for purposes of receiving subsequent Partner Shares.
2. Cash Back: Cash back will be processed via Turn It Blue Digital’s selected payment processor, Balance, Inc., and deposited via ACH transfer to the account You have on file with Turn It Blue Digital. If ACH Direct Deposit information changes, it is Your responsibility to update it with Turn It Blue Digital via the Partner Account in Turn It Blue Ads to ensure proper and timely Partner Share payments. Turn It Blue Digital is not responsible for and will not resend payments returned or mis-delivered due to incorrect direct deposit information. Partners, not Turn It Blue Digital, are solely responsible for any fees imposed by either Balance Inc. and/or Your financial institution to receive Your Partner Share payment.

Partner Share Restrictions

1. In order to be eligible for the Partner Share, You must place the Closed Sale through Your Partner Account in Turn It Blue Ads.
2. You will not receive Partner Share if You, at Turn It Blue Digital’s sole discretion, violate Turn It Blue Digital’s Values, if You violate the terms of this Agreement, or if this Agreement has been terminated.
3. We may from time to time require that You facilitate calls with Turn It Blue and Prospective Customers to ensure the quality of the sales experience. You may also request Turn It Blue Digital’s participation on calls with Prospective Customers as a benefit of Your Partner status; however, Turn It Blue Digital’s participation and the level of such participation will be determined by Turn It Blue Digital’s sole discretion.
4. Nothing in this Agreement shall in any way limit Turn It Blue Digital’s right to sell Turn It Blue Digital products, including Turn It Blue Ads, directly or indirectly, to any current or prospective customers.
5. You will not be eligible for any Partner Share if (i) payment of the Partner Share would be prohibited by Law; or (ii) the End Customer is also a Partner.
6. Partner Share will be “earned” as we recognize the revenue of the Closed Sale. We will calculate the Net Revenue we recognize during each Annual Qualifying Period for Your Closed Sales and pay the related Partner Share within sixty (60) days of the close of the Annual Qualifying Period.
7. If We refund any purchase fees or advertising revenue to You or the End Client, Your Partner Share will be reduced by an amount equal to the relevant Partner Share times the amount of the refund.
8. On a case-by-case basis, You may choose to pass along Your Partner Share in the form of a discount to the End User in Advertising Credits or on Your own Partner Account. When this happens, You waive Your right to Partner Share on that Closed Sale and will no longer be eligible to receive Partner Share for that Closed Sale.
9. You may also choose to opt-out of Partner Share altogether. If You waive Your right to Partner Share, Turn It Blue Digital is not responsible for any past Partner Share. You may choose to re-enter into receiving Partner Share at any point, but Partner Share will only be paid out on new Closed Sales from that day forward.
10. We may split the Partner Share for a Closed Sale among more than one Partner if we feel that multiple Partners contributed to such Closed Sale. We may deny the payment of a Partner Share if You did not have significant impact on or if another Partner secured the Closed Sale, even if the Customer initially resulted from Your Affiliate Code. From time to time We may request proof that You are actively engaged with a Prospective Customer. 
11. You are responsible for all taxes associated with any Partner Share that You earn pursuant to the Program and must submit a Form W-9 to Turn It Blue Digital for the purposes of tax reporting to the IRS. Turn It Blue Digital will provide You with a Form 1099 detailing any Partner Share received in the previous calendar year, pursuant to IRS regulations.
12. Turn It Blue Digital reserves the right to change the prices for the various Turn It Blue Digital Products from time to time in its sole discretion. Turn It Blue Digital shall honor existing pricing for any Closed Sale that occurs within ten (10) days of the pricing change, provided that the associated subscription fee is also received by such date. We will notify You of any pricing change by email.

Partner Share Calculations

1. With an executed MSC, You will receive a Partner Share equivalent to the designated percentage pursuant to Your spend commitment on all Net Revenue within the Annual Qualifying Period from the date of Your MSC. Your Partner Share will apply proactively to all Closed Sales during the period of Your MSC.
2. Without an MSC, You will receive a Partner Share equivalent to the designated percentage pursuant to Your actual Net Revenue at each relevant point during the Annual Qualifying Period. Your Partner Share will not apply retroactively, meaning that for every dollar spent, You are only eligible for the Partner Share for the spend level achieved at the time of the spend.
3. The following Partner Share percentages apply to each Annual Qualifying Period’s Net Revenue:
4. 0% on spending from $1 - $99,999 in Turn It Blue Ads Net Revenue. There is no cash back eligibility at this spend level
5. 1% Turn It Blue Ads Wallet Credits on $100,000 - $499,999 in Turn It Blue Ads Net Revenue. There is no cash back eligibility at this spend level.
6. 2% Turn It Blue Ads Wallet Credits on $500,000 - $999,999 in Turn It Blue Ads Net Revenue, OR 1% cash back on $500,000 - $999,999 in Turn It Blue Ads Net Revenue.
7. 3% Turn It Blue Ads Wallet Credits on $1,000,000 - $3,499,999 in Turn It Blue Ads Net Revenue, OR 1.5% cash back on $1,000,000 - $3,499,999 in Turn It Blue Ads Net Revenue.
8. 5% Turn It Blue Ads Wallet Credits on $3,500,000 or more in Turn It Blue Ads Net Revenue, OR 3% cash back on $3,500,000 or more in Turn It Blue Ads Net Revenue.
9. Partner Share received as wallet credits in the Turn It Blue Ads account have no cash value and cannot be refunded or credited back to You in any way.

Example Partner Share calculation with an executed MSC versus Pay-As-You-Go: (Click here to use our estimator for your specific anticipated ad spend.)

Partner Referral Bonuses

1. In order to be eligible for a Referral Bonus, the Prospective Customer must use Your unique Affiliate Code during account registration on the Turn It Blue Ads Platform. If You disseminate an Affiliate Link, it is Your responsibility to ensure the link integrity is preserved such that the Affiliate Code populates for the End User and is present at submission. 
2. Partners are eligible for a one-time $100 Referral Bonus when a new Customer, tracked through Your Affiliate Code, signs up for a Turn It Blue Ads account AND launches their first campaign. 
3. We may accept or reject Prospective Customers in Turn It Blue Digital’s sole discretion. However, we will generally accept Prospective Customers if (i) the Customer passes Turn It Blue Digital’s Values vetting; (ii) the Customer has not previously registered for a Turn It Blue Ads account, (iii) there is no ongoing or prior sales process involving the Customer, and (iv) no other Partner has been credited for the Customer through the use of their Affiliate Code.
4. You will not receive a Referral Bonus for a Customer if (i) they did not use Your unique Affiliate Code at the time of registration, (ii) the Customer was rejected under the eligibility criteria, (iii) another Partner’s Affiliate Code was credited for the registration, or (iv) this Agreement has been terminated.
5. You are automatically eligible for the Referral Bonus for Customers that register using Your dedicated Affiliate Code, provided the Customer meets all eligibility criteria outlined in this Agreement. No prior approval or separate registration process is required.
6. Nothing in this Agreement shall in any way limit Turn It Blue Digital’s right to sell Turn It Blue Digital Products, directly or indirectly, to any current or prospective customers.

Non-Monetary Partner Benefits by Tier Status

Term

1. The term of this Agreement shall continue for as long as You are participating in the Program unless earlier terminated by either party as provided below (the “Term”).
2. Both Turn It Blue Digital and You may terminate this Agreement at any time without cause upon thirty (30) days written notice (including via email).
3. We may immediately terminate this Agreement and Your participation in the Program if (i) You breach this Agreement; (ii) You become insolvent, You are generally unable to pay, or fail to pay, Your debts as they become due, You file, or have filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, You make or seek to make a general assignment for the benefit of Your creditors, or You apply for, or consent to, the appointment of a trustee, receiver or custodian for a substantial part of Your property or business; or (iii) You engage in unethical behavior or caused a reputational risk to Turn It Blue Digital’s brand (as determined in Turn It Blue Digital’s sole discretion).
4. Upon termination of this Agreement by Turn It Blue Digital without cause, You shall be paid Partner Share for any revenue recognized for a Closed Sale within ninety (90) days of the effective date of termination. Upon termination of the Agreement by You for any reason or by Turn It Blue Digital for cause, You shall not be entitled to any Partner Share for revenue recognized for any Closed Sale after the effective date of termination. After any termination, Turn It Blue Digital may use any information related to a Prospective Customer or Customer provided by You to Turn It Blue Digital during the Term for any purpose, including marketing and selling any of Turn It Blue Digital’s products or services or the renewal of any existing subscription. Following termination of this Agreement, You must immediately stop (a) referring to Yourself in promotional, advertising, and marketing materials as an “Agency Partner” of Turn It Blue Digital or using any Badges, (b) demonstrating, and marketing the Turn It Blue Digital Products to Customers and Prospective Customers, (c) using the Partner Portal, (d) using the Turn It Blue Digital Products internally for servicing and supporting End User’s use of the Turn It Blue Digital Products, (e) using any Turn It Blue Digital Marketing Material or any intellectual property of Turn It Blue Digital, including Turn It Blue Digital’s trademarks, and (f) using any information Turn It Blue Digital Confidential Information.

Representations

You represent and warrant to Turn It Blue Digital that: (a) You have the full right, power and authority to enter into, and to perform Your obligations under this Agreement; and (b) Your participation in the Program will not conflict with any contract to which You are a party. 

Intellectual Property

1. The Site and the content of the System and Services, including, but not limited to, text, graphics, images, audio clips, digital downloads, data compilation or code is owned by Turn It Blue Digital, its licensors or other providers of such material and are protected by United States and international intellectual property or proprietary rights laws.
2. All trademarks, service marks and trade names of Turn It Blue Digital on the Site and/or System are owned by Turn It Blue Digital. Any other trademarks, service marks, logos and/or trade names appearing on the Site and/or System are the property of their respective owners. You agree that You recognize the rights of Turn It Blue Digital and the respective third parties in those marks. You may not use such marks without Turn It Blue Digital’s or the respective owner’s prior written consent or as otherwise explicitly provided in these Terms.
3. Turn It Blue Digital shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Turn It Blue Digital Products or otherwise use any suggestions, enhancement requests, recommendations or other feedback (“Feedback”) Turn It Blue Digital receives from You or any Customer, Prospective Customer or End User without compensation to You or any other party.
4. Turn It Blue Digital retains ownership of its intellectual property, and You have no rights to Turn It Blue Digital's intellectual property or Turn It Blue Digital's rights in its intellectual property. Except to the extent You are actually reading materials on the Site and/or System or materials included in the Services, as You use the Site, System or Services (or downloading or printing such materials for Your personal reference), You have no right to use, copy, display, perform, create derivative works from, distribute, have distributed, transmit or sublicense from materials or content available on the Site, System or Services, other than User Content You create.
5. Your Content. Other than the non-exclusive license granted to Turn It Blue Digital with respect to User Content as set forth in the Terms of Service, Turn It Blue Digital will not acquire an ownership interest in the User Content You upload. 
6. Turn It Blue Digital shall have a royalty-free, worldwide, non-transferrable, non-exclusive right to use and display Your name and logo in connection with the Program and this Agreement.

Confidentiality

1.  In connection with this Agreement and the Program each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to the following paragraph, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, products, features, employees, plans, strategies, partners, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing, all unpublished Documentation, non-public Turn It Blue Digital Marketing Materials, and information about Prospective Customers, including Customer Data, are Turn It Blue Digital’s Confidential Information.
2. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with the Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with the Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
3. The Receiving Party shall safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care. 

Disclaimer of Warranties and Liability

ALL TURN IT BLUE DIGITAL PROPERTIES, THE PARTNER PORTAL, THE PROGRAM, AND ANY OTHER INFORMATION, MATERIALS OR WORK PRODUCT PROVIDED BY TURN IT BLUE DIGITAL ARE PROVIDED “AS IS” AND TURN IT BLUE DIGITAL HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND TURN IT BLUE DIGITAL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, TURN IT BLUE DIGITAL MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE TURN IT BLUE DIGITAL PRODUCTS (IN WHOLE OR IN PART), INCLUDING BUT NOT LIMITED TO THAT ANY TURN IT BLUE DIGITAL PRODUCT OR OTHER TURN IT BLUE DIGITAL PROPERTIES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR, YOUR CUSTOMERS’ OR ANY OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY HARDWARE, SOFTWARE, DEVICE, SYSTEM OR SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF ANY VIRUS, MALWARE OR OTHER HARMFUL CODE OR ERROR FREE. TURN IT BLUE DIGITAL DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE SERVICE OR ITS USE, LOSS OF PERSONAL CONTENT ON THE SITE, LOST OR UNDELIVERABLE EMAIL, AND FOR ANY OTHER REASON. ANY REPRESENTATIONS AND WARRANTIES OF OR RELATING TO THE TURN IT BLUE DIGITAL PRODUCTS ARE MADE DIRECTLY TO END USERS SOLELY UNDER THE TERMS AND CONDITIONS OF THE END USER'S TERMS AND CONDITIONS.

THE DISCLAIMER OF WARRANTY AND LIMITATIONS OF LIABILITY SECTION (10) OF THE TURN IT BLUE TERMS OF SERVICE IS INCORPORATED BY REFERENCE AS IF FULLY SET FORTH HEREIN.

Limitation of Liability

1. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR (ii) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
2. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, TURN IT BLUE DIGITAL’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, SHALL NOT EXCEED THE AGGREGATE AMOUNT OF PARTNER SHARE EARNED BY YOU FOR CLOSED SUBSCRIPTIONS IN THE TWELVE MONTHS PRECEDING THE APPLICABLE ACTION. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
3. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, TURN IT BLUE DIGITAL’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
4. THE DISCLAIMER OF WARRANTY AND LIMITATIONS OF LIABILITY SECTION (10) OF THE TURN IT BLUE TERMS OF SERVICE IS INCORPORATED BY REFERENCE AS IF FULLY SET FORTH HEREIN.

Indemnification

You agree to defend, indemnify, and hold harmless Turn It Blue Digital from and against any claims, actions or demands, including, without limitation, reasonable legal and professional services fees, arising or resulting from (i) Your breach of this Agreement, (ii) Your participation in the Program, (iii) Your access to, use, misuse or illegal use of Customer Data, and (iv) Turn It Blue Digital’s use of any Customer Data that You provide to Turn It Blue Digital. Turn It Blue Digital will provide You notice of any such claim, suit, or proceeding and provide all information and assistance reasonably requested by You related to defense of the claim. Turn It Blue Digital reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case You agree to cooperate with any reasonable requests to assist Turn It Blue Digital’s defense of such matter.

You further agree to indemnify, defend and hold harmless Turn It Blue, its officers, directors, employees, agents, licensors and suppliers from and against all claims or demands of losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and costs incurred by Turn It Blue Digital and its affiliated parties in connection with any claim by a third party (including an intellectual property claim) arising out of (i) Your violation of the Terms of Service, this Agreement, or any representation, warranty, or agreements whether or not referenced herein, or any applicable law or regulation; (ii) Your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; (iii) any disputes or issues between You and any third party; or (iv) Your use, misuse, or inability to use the Site or System, including negligent or wrongful acts or omissions by You or any other person accessing the Site or System using Your account. We reserve the right, at Turn It Blue Digital’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with Turn It Blue Digital’s defense of such claim.

Compliance with Law

1. You will comply with opt-out, unsubscribe, “do not call” and “do not send” requests from Customer, Prospective Customer and End Users in a timely fashion. You will be solely liable for any and all damages, losses, expenses, costs (including reasonable attorneys' fees) and other liabilities arising out of or related to advertising, creative, and/or messaging other than the content of the Turn It Blue Digital Marketing Materials.
2. The Turn It Blue Digital Properties may be subject to US export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations. You shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release any of the Turn It Blue Digital Properties to any jurisdiction or country to which, or any party to whom, the export, reexport, or release of any Turn It Blue Digital Property is prohibited by applicable Law.
3. You shall at all times remain in compliance with the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”). You shall not directly or indirectly through any third party make any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity or to influence official action; make any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; make any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment; or fail to disclose to Turn It Blue Digital fully any contribution or payment made by You (or made by any Person acting on its behalf of which You are aware) that violates the FCPA.

Assignment

You may not may assign this Agreement or any of its rights under this Agreement directly or by reason of merger, reorganization, sale of all or substantially all of Your assets, change in control, operation of law or otherwise, without the prior written consent of Turn It Blue Digital. We may assign this Agreement, without Your consent to a parent, affiliate, or successor by way of a merger, reorganization, sale of all or substantially all of Turn It Blue Digital’s assets, change in control or operation of law. Subject to the foregoing restrictions on assignment, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Any assignment in violation of this Section will be void. This Agreement shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto.

Entire Agreement; Amended Terms

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous understandings whether oral or written between You and Turn It Blue Digital.

Notices

Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. You should send notices directly to Turn It Blue Digital, LLC, 1490 Canyon Blvd Suite #100, Boulder, CO 80304, Attn: General Counsel and electronic notices should be sent to hello@TurnItBlueDigital.com. Unless otherwise specified in this Agreement, We will send notices directed to You to the address or email provided in Your registration for the Program.

Force Majure

Neither party will be liable for any failure or delay in performance under these Terms (other than for delay in the payment of money due and payable hereunder) for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving TIB’s or Your employees, respectively), pandemic, computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility, Internet disruptions, or communications failures. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

Waiver and Severability

No waiver of any provision of the Terms of Service or Partnership Agreement by Turn It Blue Digital will be effective unless in writing and signed by Turn It Blue Digital. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, unenforceable, or contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement will remain in effect.

Electronic Communication and Signatures

You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.

Relationship; Independent Contractor

Your participation in the Program and/or this Agreement do not, will not, and shall not be be construed to create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between You and Turn It Blue Digital for any purpose. You have no authority (and You shall not hold Yourself out as having authority) to bind Turn It Blue Digital, except as specifically provided herein.

No waiver of any provision of the Terms by Turn It Blue Digital will be effective unless in writing and signed by Turn It Blue Digital. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Terms will remain in effect.

Governing Law

Colorado law governs this Agreement, as well as any claim, cause of action or dispute that might arise between You and TIB, without regard to conflict of law provisions. For any such claim, cause of action or dispute, You agree and consent to the exclusive jurisdiction and venue of the state courts in the City and County of Boulder, Colorado, USA or federal courts located in the City and County of Denver, Colorado.

Resolution of Disputes

1. WAIVER OF RIGHT TO JURY TRIAL. YOU ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT, THE TURN IT BLUE DIGITAL TERMS OF SERVICE, OR ANY OTHER AGREEMENT RELATED HERETO OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES, AND THEREFORE, THE PARTIES AGREE THAT ANY COURT PROCEEDING ARISING OUT OF ANY SUCH CONTROVERSY WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
2. LIMITATION ON ACTIONS. SUBJECT TO APPLICABLE LAW TO THE CONTRARY, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PROGRAM, TURN IT BLUE ADS PLATFORM, OR TURN IT BLUE PRODUCTS OR SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR SUCH ACTION WILL BE PERMANENTLY BARRED.