Partner Program Agreement

Version 2026-10-28. This Partner Program Agreement ("Agreement") is between Pushbuild LLC, a Massachusetts limited liability company ("Pushbuild"), and the person or business that accepts it ("Partner"). Partner accepts this Agreement by clicking to accept it, by sharing a Pushbuild referral link or code, or by ordering services for resale. The person accepting represents that they are at least 18 and authorized to bind Partner. Pushbuild's Terms of Use and Privacy Policy also apply.

SECTION 13 CONTAINS A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION AND JURY TRIAL WAIVER.

1. Program

1.1 Partner may take part as a Referral Partner, a Reseller, or both, as shown in Partner's client-area account. Pushbuild may accept or decline any application, and may decline any referred client or resale order, for any reason. 1.2 "Pushbuild Price" means the price Pushbuild quotes for a project, support plan or app. "Collected Fees" means amounts Pushbuild actually receives and keeps from a client, excluding taxes, third-party pass-through costs, processing fees, refunds, credits and chargebacks.

2. Referral Partners

2.1 Qualified Referral. A referral qualifies only if the client: (a) is new to Pushbuild, with no prior contact, proposal or account in the previous 12 months; (b) is attributed to Partner's link or code, or registered by Partner in the client area, before the client's first paid invoice; and (c) signs an agreement with Pushbuild. If more than one partner claims a client, the first valid attribution in Pushbuild's records wins. 2.2 Fee. Pushbuild will pay Partner 15% of Collected Fees from each Qualified Referral during the 12 months after that client's first paid invoice. No fee is earned on amounts collected after that period. 2.3 Pushbuild sets all prices and terms with referred clients and may change, discount or end any client engagement without liability to Partner.

3. Resellers

3.1 Wholesale price. Reseller may buy Pushbuild services for resale to its own clients ("End Clients") at 25% off the Pushbuild Price. Reseller sets its own price, bills its End Clients, and is solely responsible for collecting from them. Reseller's payment to Pushbuild is not conditioned on Reseller being paid. 3.2 Reseller is the client. Each resale order is a statement of work between Pushbuild and Reseller under Pushbuild's Master Services Agreement at pushbuild.com/msa (the "MSA"), which governs the work. Deposits are due before work starts, as the MSA provides. 3.3 Flow-down. Before Pushbuild performs any work for an End Client, Reseller will have that End Client agree, in writing, to terms at least as protective of Pushbuild as the MSA. At a minimum the End Client must agree to: the disclaimers, the limitation of liability and the exclusion of indirect damages; no regulated data (MSA Section 4.5); its responsibility for backups, credentials, approvals and legal compliance (MSA Sections 3 and 4); and Pushbuild as a third-party beneficiary of those terms. Any End Client user who installs or uses Pushbuild Connect, or whose device or accounts Pushbuild will access, must accept the Connect License and Remote Access Consent directly. Reseller will indemnify Pushbuild against any End Client claim that exceeds what the MSA would allow, or that arises from Reseller's failure to flow down these terms. 3.4 Brand and contact. At Reseller's request, Pushbuild will deliver unbranded or under Reseller's brand, and will not contact an End Client except at Reseller's request, to perform the work, for security or legal reasons, or if Reseller fails to pay. Reseller provides first-line support to its End Clients; Pushbuild provides second-line support to Reseller. 3.5 No minimums or exclusivity. Neither party commits to any volume, and either may work with others.

4. Payment of referral fees

4.1 Pushbuild pays earned referral fees monthly, about 30 days after the end of the month in which the client's payment cleared, by ACH or PayPal, with a statement. A balance under USD 50 carries over until it reaches USD 50, and any balance under USD 50 is forfeited if this Agreement ends. 4.2 Clawback. If Pushbuild refunds or credits an amount on which a fee was paid within 60 days after the client paid it, or loses any such amount to a chargeback at any time, Pushbuild may deduct the related fee from future payments or invoice Partner for it, and Partner will repay it within 30 days. 4.3 Before any payment, Partner must provide a completed IRS Form W-9 (or W-8) and payout details. Partner is responsible for all taxes on what it receives. Pushbuild's records of attribution, Collected Fees and fees are final absent manifest error, and Partner must raise any dispute within 60 days after the statement. 4.4 No fee is earned on fraud, self-referral, referrals of Partner's own business or affiliates, or referrals obtained in breach of this Agreement, and Pushbuild may withhold, reverse or recover any such fee.

5. Partner conduct

5.1 Partner will: (a) describe Pushbuild accurately and make no promise, price, guarantee or representation about Pushbuild's services that Pushbuild has not put in writing; (b) clearly disclose, as the FTC Endorsement Guides require, that it may be paid for referrals; (c) comply with all laws in its marketing, including CAN-SPAM, the TCPA, state telemarketing and privacy laws; (d) not send spam, buy or bid on Pushbuild's name or marks in search ads, or create sites, accounts or profiles that could be mistaken for Pushbuild's; and (e) not share any client's personal or confidential information with Pushbuild without that client's permission. 5.2 Professional rules. If Partner is a licensed professional, including an accountant, attorney or financial adviser, Partner is solely responsible for determining whether its professional rules allow it to accept a fee or a wholesale discount, and for making any disclosure or obtaining any consent those rules require. Pushbuild may withhold a fee that Partner tells Pushbuild it may not accept. 5.3 Marks. Pushbuild grants Partner a limited, revocable, non-transferable license to use Pushbuild's name and logo only to refer clients under this Agreement and in the form Pushbuild provides. Each party may list the other as a partner only with the other's prior written approval.

6. Confidentiality

Each party will protect the other's non-public information, including pricing, client lists, End Client information, and Pushbuild's tools, methods and code, with reasonable care. Each will use that information only for this Agreement and disclose it only to personnel and advisers who need it and are bound to protect it. These obligations last three years after this Agreement ends, and for trade secrets and credentials for as long as they remain such. Neither party will solicit the other's clients using the other's confidential information.

7. Relationship

The parties are independent contractors. Partner is not Pushbuild's agent, employee, partner or joint venturer, has no authority to bind Pushbuild or accept any agreement on its behalf, and will not say otherwise. Resellers act in their own name. Nothing in this Agreement creates a franchise, and Partner pays no fee to join.

8. Intellectual property

Pushbuild retains all rights in its services, tools, code, templates and materials. As between Pushbuild and Reseller, deliverables are governed by the MSA; Reseller may pass the rights it receives under the MSA to its End Client.

9. Disclaimer

THE PROGRAM IS PROVIDED "AS IS." PUSHBUILD DOES NOT PROMISE ANY LEVEL OF REFERRALS, FEES, SALES OR AVAILABILITY OF SERVICES, AND MAY CHANGE PRICES AT ANY TIME.

10. Limitation of liability

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR LOST PROFITS. PUSHBUILD'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE REFERRAL FEES PAID OR PAYABLE TO PARTNER IN THE 12 MONTHS BEFORE THE CLAIM, OR USD 100 IF GREATER. Work performed for a Reseller is governed solely by the MSA and its limits. These limits do not apply to a party's indemnity obligations, fraud or wilful misconduct.

11. Indemnity

Partner will defend, indemnify and hold harmless Pushbuild and its members, managers, personnel and contractors from claims, losses, fines and costs (including reasonable attorneys' fees) arising from Partner's marketing, statements or conduct, breach of this Agreement or of law, or, for Resellers, its End Client relationships and any failure to flow down terms under Section 3.3.

12. Term, changes and termination

12.1 This Agreement continues until terminated. Either party may terminate it at any time by notice, including by email or through the client area. Pushbuild may suspend or terminate immediately for breach, and in that case unpaid fees are forfeited. 12.2 After termination (other than for Partner's breach), Pushbuild will pay referral fees already earned on Collected Fees received within 90 days after termination; no other fees accrue. Each open resale order continues under the MSA until it is completed or terminated. 12.3 Pushbuild may change this Agreement, the fee or the discount by posting a new version and notifying Partner, effective 30 days later for new referrals and orders. Fees already earned are not reduced. Continuing to take part after the effective date is acceptance. 12.4 Sections 4.2 to 4.4 and Sections 6 through 14 survive termination.

13. Disputes

Any dispute arising out of or relating to this Agreement will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Boston, Massachusetts. CLAIMS MAY BE BROUGHT ONLY INDIVIDUALLY, NOT AS A CLASS OR REPRESENTATIVE ACTION, AND EACH PARTY WAIVES TRIAL BY JURY. Either party may seek injunctive relief in court to protect its confidential information or intellectual property. If arbitration is unavailable, claims will be brought only in the state or federal courts in Suffolk County, Massachusetts.

14. General

This Agreement is governed by Massachusetts law, without regard to conflict-of-law rules. It, the MSA (for resale orders), and the documents it references are the entire agreement on its subject. Partner may not assign it without Pushbuild's written consent; Pushbuild may assign it to a successor. If any provision is unenforceable, the rest remains in effect. Notices to Pushbuild go to legal@pushbuild.com; notices to Partner go to the email on its account. Contact: Pushbuild LLC · legal@pushbuild.com.

--- Click-accept text (client area, partner sign-up): ] I agree to the [Partner Program Agreement, Terms of Use and Privacy Policy, including binding individual arbitration and a class action waiver. I will disclose that I may be paid for referrals. Button: Join the partner program