Buildara Partner Agreement

1. Parties & Definitions

This Partner Agreement ("Agreement") is entered into between:

• "Buildara" or "Company" — Buildara, Inc., a DBA of CloudFran Technologies, Inc., a Georgia corporation.
• "Partner" or "You" — The individual or entity accepted into the Buildara Partner Program.
• "Platform" — The technology products and services offered by Buildara, including LivingSite, FoodPulse, ChefMarket, and associated AI agents.
• "Customer" — A business or individual onboarded by Partner to use the Platform.
• "Revenue Share" — The percentage of gross customer subscription revenue payable to Partner.

By submitting an application and being accepted, Partner agrees to all terms herein. This Agreement is effective upon written acceptance by Buildara.

2. Tier Structure & Pricing

Tier upgrades are available at any time. The difference in setup fees is prorated. Downgrades are not permitted during an active financing term.

3. Revenue Share Terms

3.1 Calculation

Revenue share is calculated on the listed subscription price of each product, excluding applicable sales taxes, processing fees, and surcharges. Partner's share percentage is determined by their tier level at the time of collection.

3.2 Payment Schedule

• Starter & Growth: Monthly ACH deposits by the 15th of the following month
• Enterprise: Weekly ACH deposits every Friday
• Minimum payout threshold: $50
• Payouts below threshold roll to the next payment cycle

3.3 Deductions

Buildara may deduct from revenue share payouts: chargebacks, refunds, disputed charges, outstanding loan payments, late fees, and any amounts owed by Partner to Buildara.

4. AI Sales Agent Add-On

Partners may subscribe to the Buildara AI Sales Agent to automate prospect generation and outreach. This is an optional monthly add-on:

4.1 Credit Program

Partners using the AI Sales Agent receive a 20% credit on agent fees, applied automatically as a discount to the next quarterly subscription payment. Credits are tracked in the partner dashboard and visible in the admin analytics.

• Credits earned each month are accumulated quarterly
• Credits are applied to the first subscription payment of the following quarter
• Credits have no cash value and cannot be transferred
• Credits expire if the partner account is terminated

5. Financing Terms

Qualified partners may finance their one-time setup fee. View complete Loan Terms & Conditions →

• Starter & Growth APR: 29.99%
• Enterprise APR: 24.99%
• Term: 12 months, fixed rate
• Minimum credit score: 650 (soft pull)
• Early payoff permitted with no penalty

6. ACH & Payment Authorization

By providing bank account information, Partner authorizes Buildara, Inc. to:

• Debit monthly subscription fees via ACH
• Debit financing payments (if applicable) via ACH
• Debit AI Sales Agent fees (if subscribed) via ACH
• Credit revenue share deposits via ACH
• Charge the backup credit/debit card if ACH fails

Revocation of ACH authorization requires 30 days written notice and does not cancel outstanding obligations. Alternative payment arrangements must be established before revocation takes effect.

7. Technology Access

Partner's access to the Buildara technology platform is contingent upon good payment standing. Specifically:

• Monthly subscription payments must be current (no more than 15 days past due)
• Loan payments, if applicable, must be current (no more than 30 days past due)
• Partner must be in compliance with all terms of this Agreement

8. Training & Certification

Before actively selling, all Partners must complete the Buildara Partner Training Program and pass the certification assessment. Upon completion, Partners receive a digital certificate with a unique verification code.

• Training covers: product knowledge, sales techniques, onboarding procedures, compliance, and ethics
• Partners must score 80% or higher on the certification assessment
• Certificates are valid for 12 months and must be renewed annually
• Certification can be verified at buildara.ai/Buildara/Verify by entering the partner's certificate number
• Misrepresenting certification status is grounds for immediate termination

9. Non-Transferability

In the event of Partner's death, incapacity, or dissolution of Partner's business entity, this Agreement terminates automatically. The 90-day revenue share tail period (Section 15) still applies for existing customers.

10. Pricing Restrictions

Partner shall not:

• Charge customers more than the prices established and published by Buildara for any product or service on the Platform
• Add surcharges, service fees, or markup to Buildara product pricing
• Bundle Buildara products with non-Buildara services in a way that obscures the actual Buildara pricing
• Offer unauthorized discounts below Buildara's published prices without written approval

Buildara sets all product pricing. Partner earns revenue share on these published prices. Any attempt to inflate pricing to customers is a material breach of this Agreement.

11. Representations & Restrictions

Partner shall not:

• Make false, misleading, or exaggerated claims about Buildara products or capabilities
• Promise features, integrations, or functionality that do not currently exist on the Platform
• Agree to custom development, feature modifications, or roadmap commitments on behalf of Buildara
• Represent themselves as an employee, officer, or agent of Buildara (Partner is an independent contractor)
• Use Buildara's name, logo, or branding in any way not approved in the Partner Brand Guidelines
• Solicit or hire Buildara employees or contractors
• Develop or sell competing products using knowledge gained through the partnership

Partner shall accurately represent that they are an authorized Buildara partner and that all technology, hosting, and support is provided by Buildara, Inc.

12. Prospect & Customer Ownership

12.1 Partner-Sourced Prospects

All prospects identified and submitted by Partner belong to that Partner. Buildara will not independently contact, market to, or onboard a prospect that is registered in Partner's pipeline without Partner's written consent.

12.2 Independent Discovery

Buildara may independently discover and market to the same prospect through separate channels. However, Buildara may not use any knowledge gained from the Partner program to target Partner's registered prospects.

12.3 Customer Cancellation

If a customer onboarded by Partner cancels their subscription in writing (email to legal@buildara.ai), the customer becomes available to Buildara after the cancellation is processed. Buildara will not attempt to transfer or reassign any active Partner customer before receiving an official written cancellation.

12.4 Non-Solicitation

During the term and for 12 months following termination, Partner shall not solicit Buildara customers to switch to competing products or services.

13. Indemnification

13.1 Buildara's Indemnification of Partner

Buildara shall indemnify, defend, and hold harmless Partner from and against any claims, damages, losses, or expenses (including reasonable attorney fees) arising from:

• Defects, errors, or failures in the Platform technology
• Data breaches caused by Buildara's systems
• Buildara's violation of applicable laws or regulations
• Any services provided directly by Buildara to Partner's customers

13.2 Partner's Indemnification of Buildara

Partner shall indemnify, defend, and hold harmless Buildara from and against any claims, damages, losses, or expenses arising from:

• Partner's misrepresentation of Buildara products or capabilities
• Partner's violation of this Agreement
• Partner's unauthorized promises or commitments to customers
• Partner's violation of applicable laws, including consumer protection and advertising laws
• Any claims by Partner's customers arising from Partner's acts or omissions

14. Non-Disparagement

During the term of this Agreement and for a period of five (5) years following termination, Partner agrees not to make any public statements, whether written, oral, or electronic (including social media, online reviews, forums, or press), that are disparaging, defamatory, or intended to harm the reputation of Buildara, its products, its officers, employees, or the "Powered by CloudFran" brand.

This clause does not prevent Partner from providing truthful testimony if compelled by legal process, or from filing good-faith complaints with regulatory agencies.

15. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party, including but not limited to: business strategies, customer lists, pricing models, technical architecture, revenue data, and partner performance metrics. Confidential information may not be disclosed to third parties without prior written consent, except as required by law.

Customer data collected through the Platform is owned by Buildara and subject to Buildara's Privacy Policy. Partner may access customer data solely for the purpose of managing their customer relationships within the Platform.

16. Termination

15.1 Subscription Term & Renewal

The initial subscription term is 12 months from the date of activation. Subscriptions auto-renew for successive 12-month terms unless cancelled. Cancellation must be submitted in writing to support@buildara.ai at least 30 days before the renewal date. Partners may not cancel during an active subscription term but may become inactive (cease selling) while continuing to pay subscription fees through the end of the term.

15.2 Voluntary Termination

Partner may elect not to renew by sending written notice to support@buildara.ai at least 30 days before the current term expires. Buildara may terminate this Agreement with 30 days written notice for any reason. For all partnership inquiries, contact partners@buildara.ai.

15.3 Termination for Cause

Buildara may terminate this Agreement immediately if Partner:

• Materially breaches any term of this Agreement
• Misrepresents Buildara products or makes unauthorized commitments
• Engages in fraud, illegal activity, or unethical business practices
• Attempts to transfer or assign the partnership
• Is more than 45 days delinquent on any payment
• Misrepresents their certification status

15.4 Effects of Termination

• Outstanding financing balances become due immediately (full acceleration)
• Revenue share continues for 90 days on existing active customers ("tail period")
• After the tail period, Partner dashboard access is revoked
• Customer accounts remain active under Buildara management
• Monthly subscription fees cease at the end of the current billing cycle
• Earned but unpaid revenue share will be paid within 30 days of final accounting
• All confidentiality obligations survive termination
• Certification is revoked and must not be displayed

17. Limitation of Liability

Buildara's total aggregate liability under this Agreement shall not exceed the total fees paid by Partner in the preceding 12 months. Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, regardless of the cause of action or theory of liability.

Buildara does not guarantee: uptime or availability of the Platform (though commercially reasonable efforts are made to maintain 99.9% uptime), any minimum revenue or customer acquisition, the accuracy of AI-generated content, or the success of any marketing campaign.

18. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Georgia. Any and all disputes, claims, or controversies arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in Fulton County, Georgia. The arbitration shall be conducted by a single arbitrator selected in accordance with AAA rules. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Each party irrevocably waives the right to a jury trial and the right to participate in any class action, collective action, or representative proceeding.

The prevailing party in any dispute shall be entitled to recover reasonable attorney fees and costs.