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Business Partner Agreement

THIS BUSINESS PARTNER AGREEMENT (hereafter, “Agreement”) is made and entered into as of this 1st Day of January 2023 by hh2 Cloud Services, Inc. (hereafter, “HH2”), a Utah Corporation with an address of 2nd East Center Street, Suite 200, Kaysville, UT 84037 and the Business Partner or Consultant (hereafter, "BP"), is effective as of January 1st, 2023 and will remain in effect until either HH2 or BP (hereafter, “Party” or “Parties”) terminate or alter the Agreement as set forth in the terms below.

Witnesseth

We collect and use the following information to provide, improve and protect our Services:

Account. We collect, and associate with your account, information like your name, email address, phone number, payment info, physical address, and account activity. Some of our services let you access your accounts and your information with other service providers.

Services. We store, process, and transmit Your Stuff—like files, messages, comments, and photos—as well as information related to it. This related information can be things like your profile information.

Usage. We collect information related to how you use the Services, including actions you take in your account. This helps us provide you with features that are designed to help you have a better experience with our Services.

We also collect information from and about the devices you use to access the Services. This includes things like IP addresses, the type of browser and device you use, the web page you visited before coming to our sites, and identifiers associated with your devices. Your devices (depending on their settings) may also transmit location information to the Services.

Cookies and other technologies. We use technologies like cookies and pixel tags to provide, improve, protect and promote our Services. For example, cookies help us with things like remembering your username for your next visit, understanding how you are interacting with our Services, and improving them based on that information. You can set your browser to not accept cookies, but this may limit your ability to use the Services.  

Witnesseth

WHEREAS, HH2 desires to partner with BP to market and assist in selling hh2 Cloud Services to BP’s customers;

WHEREAS, BP desires to assist its Sage CRE Customers (hereafter, “Customer” or “Customers”) in finding technology solutions to increase their productivity, and in using third party technology solutions to increase the utility of Sage Construction and Real Estate products;

WHEREAS, BP desires to increase its own revenue by selling Cloud Services, and to develop a long-term revenue stream by selling hh2 Cloud Services;

NOW THEREFORE, HH2 and BP agree to partner and assist each other in marketing and selling hh2 Cloud Services under the following terms and conditions:

  1. BP COMPENSATION

    1. BP COMPENSATION - REFERRAL FEE

      • REFERRAL FEE. HH2 agrees to compensate the BP with a percentage of the first year’s annual contract value, excluding set up fees and support fees, for any customer that BP Registers, and begins a subscription with HH2.
      • The Referral Fee payment will be made between 45 and 60 days after the end of each quarter and cover the annual contract fees collected during the quarter that just ended.
      • Any Annual Contract Fees not collected by 45 days after the quarter will be deemed uncollectable for purposes of calculating the Referral Fee. Future Referral Payments will not include late payments that were previously deemed uncollectable.
      • Referral Fee Calculation. The BP must have a minimum number of new registered sales on a quarterly basis in order to qualify for the residual payment each quarter. The percentage a BP can earn for the Residual Payments is based on the following schedule:

        • 3 or more new Registered Customers in a quarter – 15% of the first year annual software contract value.
        • 6 or more new Registered Customers in a quarter – 20% of the first year annual software contract value.
        • 9 or more new Registered Customers in a quarter – 30% of the first year annual software contract value.
    2. BP COMPENSATION - RESIDUAL

      • REFERRAL FEE. HH2 agrees to compensate the BP with a percentage of the first year’s annual contract value, excluding set up fees and support fees, for any customer that BP Registers, and begins a subscription with HH2.
      • The Referral Fee payment will be made between 45 and 60 days after the end of each quarter and cover the annual contract fees collected during the quarter that just ended.
      • Residual Calculation. The BP must have a minimum number of new registered sales on a quarterly basis in order to qualify for the residual payment each quarter. The percentage a BP can earn for the Residual Payments is based on the following schedule:

        • 3 or more new Registered Customers in a quarter – 5% of the total software contract values associated with currently active referred customers.
        • 6 or more new Registered Customers in a quarter – 10% of the total software contract values associated with currently active referred customers.
        • 9 or more new Registered Customers in a quarter – 15% of the total software contract values associated with currently active referred customers.
      • For purposes of calculating Residual Payments, a Subscription counts as one Registered Customer agreeing to pay for one hh2 Cloud Services module (such as hh2 Remote Payroll).

        • When a Customer ends up having to use multiple hh2 Cloud Services web sites because they have multiple data folders, that does not count as a separate subscription unless each hh2 Cloud Services web site belongs to a different company under the Customer’s umbrella.
        • If a Customer does not pay any monthly fees during the quarter for any reason, then their subscriptions are invalid for purposes of calculating the Residual Payments percentage.
      • The BP must have at least one new Registered sale of hh2 Cloud Services in each quarter to qualify for the Residual Payments that quarter.
      • In order for the sale to count for the quarter, the Customer must be charged a Monthly Service Fee and their account with HH2 must be paid in full by the time HH2 calculates Residual Payments.
      • The BP must be compliant with the Marketing Requirements according to all terms section V to be eligible for Residual Payments.
      • The BP must actively promote each product they wish to earn residual for. This means they must present the product to each of their customers looking for that type of solution. BP is welcome to sell competing products as long as they also present and allow equal sales time to hh2 Staff for the hh2 Cloud Services product. Failure or Refusal to promote each product automatically forfeits the Residual payment for that quarter and for future quarters for that product until such time that the BP becomes compliant in this area.
  2. REGISTRATION

    • HH2 will only pay residual payments to Sage Business Partners who are registered with both Sage, as well as directly with HH2.

      • In order for the BP to count as registered with HH2, BP must be in regular contact with HH2, actively market HH2’s services, and have received written confirmation from one of HH2’s Executives (CEO, CFO, CTO, or CRO) of their registration.
      • In order for the BP to count as registered with Sage, HH2 will contact Sage for confirmation, and provide written confirmation to each Sage BP.
      • In order for a sale or potential sale to be considered “Registered” with Sage (or may be otherwise referred to as “Registration”), HH2 must receive some sort of electronic communication from the BP where the BP gives us contact information for the customer or potential customer in question, and recommends that we follow up as a result of the customer specifically expressing interest in HH2 or its products. Electronic communication must be received before HH2 engages in a dedicated demonstration or other meaningful sales event in order to qualify for Registration.
    • Registration will expire six (6) months from the receipt of electronic communication, as evidenced by the date of the electronic communication.
    • Acceptable examples of Registration include:

      • BP sends HH2 a referral through email.
      • BP gives HH2 full contact info of customers attending a BP sponsored webinar.
  3. MARKETING REQUIREMENTS

    • BP agrees to cooperate with HH2 for at least one (1) successful marketing event (hereafter, “Marketing Event”) each calendar quarter. A Marketing Event is defined as any activity that informs or attempts to inform a high percentage (70%+) of the BP’s Customers about an HH2 product or service. For it to be considered successful, hh2 must benefit in some measurable way.

      • Acceptable Marketing Activities include but are not limited to Email Advertisements, Webinars, Physical Mailings, Newsletters...etc. as long as they are sent to over 70% of BP’s Customers.
      • For webinars we must have at least five (5) attendees across three (3) companies and have access to their contact information for it to be considered successful. For email, newsletters or physical mailings, it must include a link to one of our landing pages that we will provide on demand, and we must have at least 3 leads developed from such a mailing for it to be considered successful.
    • Reciprocal Links. BP agrees to post on their primary website a logo and description of hh2 Cloud Services in a prominent place, preferably on a dedicated page. A prominent place is defined as two mouse clicks from the home page. There must be a link to our home page as well: http://www.hh2.com. HH2 will actively work with the BP for the verbiage of the description and ideally the text will include several links based on keywords that HH2 is optimizing for. HH2 agrees to put a link, logo, and description of the BP on a prominent place on hh2.com as well. HH2 will cooperate in the description and links with the BP as well. Reciprocal links are highly beneficial to both parties for Search Engine Optimization (SEO).
    • Letter of Recommendation. BP agrees to provide HH2 with a letter of recommendation that HH2 is free to use when dealing with the BP’s customers. The endorsement text must be written in such a way as to be in HH2's view, unconditionally positive. HH2 will provide examples upon request so that BP has a clear idea of what is expected. The letter should be addressed to the BP’s customer base. HH2 is free to use all or part of the text of the letter in any way they see fit.
  4. GENERAL PROVISIONS. The Parties hereto further agree to be bound by the following general provisions:

    • This Agreement is at will. Either party may withdraw from the Agreement at any time by informing the other party in writing. All terms of this Agreement are subject to termination or unilateral change by HH2 at any time, for any reason, by HH2 simply changing the terms on its public website.
    • Liability and Remedies. The only remedy provided by this agreement shall be for the Parties to agree to no longer be bound by the Agreement. In no case shall either Party be liable for money either owed or lost due to any real or perceived damage or liability as a result of this Agreement or the Terms thereof. In any case, any and all disputes relating to the meanings or definitions of this Agreement or to any business interaction will be handled in a court of law, in the state of Utah.
    • Entire Agreement. This Agreement constitutes and represents the entire agreement of the parties hereto with respect to the subject matter hereof, and all other prior agreements, contracts, covenants, promises and conditions, verbal or written, between the parties pertaining to the subject matter hereof are hereby superseded, merged herein and forthwith null and void. No party hereto has relied upon any other promise, representation or warranty, other than those contained herein, in executing this agreement.
    • Signatures. By accepting payment or cashing a check for bounties, residuals or webinars, the BP is stating their acceptance of the current version of this Agreement. The BP can indicate their disagreement with the terms of this Agreement by refusing to accept the payment or check for the bounties, residuals, or webinars and notifying HH2 in writing that they can cancel any outstanding payments and uncashed checks.
    • Severability. If any part of this agreement is held to be unenforceable, the remainder of the agreement is treated as if the unenforceable portion is not in the document and is in full force.