BlueTier Monthly Network Membership Agreement

1. Purpose and membership relationship

BlueTier is a customer-acquisition and relationship-development system that provides technology-enabled professional branding, networking, introductions, relationship development, and business-development support. This Agreement establishes a month-to-month network membership. It is not a commitment to deliver a fixed quantity of outreach activity, messages, invitations, introductions, leads, meetings, sales, or revenue.

2. Membership activities

Depending on the selected membership, Member objectives, account condition, available technology, and BlueTier's then-current membership description, BlueTier may provide or facilitate:

• Professional profile review, positioning, and branding recommendations
• Target-audience and relationship-development strategy
• Professional networking and business-development campaigns
• Direct-message, follow-up, referral, partnership, or introduction workflows
• AI-assisted content, response drafting, opportunity identification, or scheduling support
• Introductions within Member's network or the BlueTier network where professionally relevant; and
• Reporting, dashboard access, analytics, or other available membership features.

Membership activities may be changed, paused, sequenced, or optimized based on strategy, account safety, third-party platform restrictions, technical conditions, target availability, and professional judgment. Membership features may evolve. BlueTier does not promise any activity volume.

3. Campaign authorization

Member authorizes BlueTier to conduct approved professional networking and business-development activity through accounts and systems Member elects to connect. BlueTier will provide an opportunity to approve material campaign positioning, targeting, and messaging before initial deployment. After approval, BlueTier may personalize, test, sequence, and make reasonable non-material changes within the approved parameters without approval of each individual communication.

Member may revoke authorization for a campaign by written notice. BlueTier will use commercially reasonable efforts to discontinue the affected activity promptly.

4. Network and introductions

BlueTier may identify and facilitate introductions among Member, prospects, partners, service providers, other BlueTier members, affinity partners, operators, or members of relevant professional networks. Member may authorize BlueTier to facilitate introductions using Member's professional network within approved parameters.

No minimum or reciprocal introductions. BlueTier does not guarantee a minimum number, quality, or outcome of introductions and is not required to provide an equal or comparable number of introductions in exchange for introductions facilitated through Member's network.

No exclusivity. Member may use other providers, and BlueTier may serve other members, including businesses in the same industry.

5. AI, automation, and third-party technology

Member acknowledges that BlueTier may use artificial intelligence, automation, APIs, software platforms, databases, analytics, scheduling systems, and other third-party technologies to provide the membership. These technologies may assist with profile analysis, targeting, content, personalization, campaign execution, response analysis, lead classification, introductions, scheduling, reporting, and operations.

AI-generated information may be incomplete, inaccurate, or inappropriate. BlueTier does not warrant that AI content or recommendations will be error-free. BlueTier does not provide legal, tax, accounting, financial, insurance, medical, or other regulated professional advice.

6. Fees, free month, and recurring billing

Monthly membership. After the free first month, Member will pay the monthly network membership fee shown in Section 2. Membership renews automatically each month on the monthly anniversary of the Billing Start Date until canceled under this Agreement.

Payment authorization. Member authorizes BlueTier and its payment processor to charge or debit the payment method securely provided through BlueTier's hosted payment system for the recurring monthly membership fee and any expressly authorized taxes or past-due amounts. Member is responsible for maintaining a valid payment method. Payment credentials must be submitted only through BlueTier's designated hosted payment system and must not be transmitted by ordinary email, text message, or other unapproved channel.

Failed payments. BlueTier may retry a failed payment and may pause membership activities until the account is current. Member remains responsible for amounts incurred before cancellation.

Fee changes. BlueTier may change future membership fees upon at least 30 days' written notice. The new fee applies no earlier than the next renewal following the notice period. Member may cancel before the change takes effect.

7. Cancellation and membership changes

Either Party may cancel the month-to-month membership by written notice before the next Billing Date. Cancellation becomes effective at the end of the then-current membership period. Except where required by law, amounts already charged are non-refundable and are not prorated. Member may cancel during the free first month before the Billing Start Date without a monthly membership charge.

Upgrades, downgrades, or other membership changes must be confirmed in writing or through an electronic acceptance process. BlueTier may immediately suspend or terminate membership for nonpayment, unlawful or fraudulent activity, material breach, system abuse, security concerns, or unacceptable legal, regulatory, reputational, or platform risk.

8. Account access and member responsibilities

Member authorizes BlueTier to access professional accounts, calendars, systems, and information Member elects to connect for membership purposes and represents that Member has authority to grant that access. Relevant information may include profile data, connections, messages, campaign activity, engagement, analytics, and scheduling information.

Member agrees to provide accurate business information; maintain required licenses and approvals; review material messaging when requested; promptly report inaccurate or inappropriate communications; use leads and information lawfully; comply with applicable laws and professional obligations; and refrain from unlawful, deceptive, discriminatory, fraudulent, abusive, or prohibited activity. Member is solely responsible for statements about Member's products, services, qualifications, pricing, availability, and professional capabilities.

9. Data, privacy, and confidentiality

BlueTier may collect, process, store, and analyze information reasonably necessary to administer membership, manage campaigns, facilitate introductions, generate reporting, improve its technology, maintain security, troubleshoot issues, and support Member. BlueTier may use aggregated or de-identified information for analytics, benchmarking, service improvement, and product development when it does not reasonably identify Member or Member confidential information.

BlueTier will not sell Member's private account credentials or private communications. BlueTier may share information with service providers and technology vendors as reasonably necessary to administer membership. Each Party will protect the other Party's non-public confidential information and use it only in connection with this Agreement. Standard exclusions apply for publicly available, previously known, independently developed, lawfully received, or authorized information.

10. Third-party platform risk

Professional platforms are independently operated and governed by their own terms, policies, algorithms, technical restrictions, usage limits, and enforcement practices, which may change without notice. Available invitation and messaging activity may be affected by platform-imposed limits; account age, history, activity, subscription level, standing, verification, or security status; recipient availability; connection-network size; acceptance and response behavior; authentication requirements; technical outages; connected-tool availability; and other conditions outside BlueTier's control.

These conditions may delay, limit, prevent, or require a ramp-up, reduction, resequencing, pause, or discontinuation of invitations, messages, follow-ups, introductions, or other activity. Technology-assisted activity may also lead to warnings, reduced functionality, temporary restrictions, suspension, or termination. BlueTier will use commercially reasonable account-safety practices but cannot prevent or control third-party platform action. A platform limitation or account-safety adjustment does not constitute a breach of this Agreement and does not create a guaranteed activity volume, credit, refund, or extension of the free period.

11. No guarantees

BlueTier does not guarantee any number or level of invitations, messages, connections, accepted connections, responses, introductions, leads, qualified leads, followers, impressions, engagement, meetings, sales, revenue, contracts, business opportunities, or return on investment. Historical results, examples, averages, projections, case studies, and performance metrics are illustrative only and do not guarantee future performance.

12. Ownership and intellectual property

Member retains ownership of Member's name, likeness, trademarks, professional profile, proprietary information, and Member-created materials, and grants BlueTier a limited, non-exclusive license to use them as reasonably necessary to administer membership. BlueTier retains all rights in its platform, technology, processes, methods, campaign structures, prompts, templates, workflows, analytics systems, databases, know-how, and proprietary materials. Member may use content specifically created and delivered for Member; BlueTier retains its underlying methods and non-Member-specific materials.

13. Compliance and acceptable use

Member may not direct BlueTier to conduct activity that BlueTier reasonably believes is unlawful, fraudulent, misleading, abusive, discriminatory, defamatory, or otherwise inappropriate. BlueTier may refuse, modify, suspend, or terminate activity presenting legal, regulatory, reputational, security, or platform risk. Member remains responsible for obligations specific to Member's industry, profession, products, and services.

14. Disclaimer of warranties

Except as expressly stated in this Agreement, membership and related functionality are provided on an “as available” basis. To the maximum extent permitted by law, BlueTier disclaims warranties regarding uninterrupted availability, business outcomes, third-party platform performance, AI accuracy, or continued availability of any technology or feature.

15. Limitation of liability

To the maximum extent permitted by law, BlueTier will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost opportunities, lost data, loss of goodwill, or business interruption. BlueTier will not be liable for third-party platform actions, including limitations, restrictions, suspension, or termination. Except where prohibited by law, BlueTier's aggregate liability arising from this Agreement will not exceed the monthly membership fees actually paid by Member during the three months immediately preceding the event giving rise to the claim.

16. Indemnification

Member agrees to defend, indemnify, and hold harmless BlueTier, Sharaf & Associates, and their owners, employees, contractors, representatives, and affiliates from third-party claims, damages, liabilities, costs, or expenses arising from Member's products or services, Member-provided information, Member representations or professional advice, violation of law, misuse of leads or information, content requested or supplied by Member, or breach of this Agreement.

17. Independent contractor

BlueTier is an independent contractor. This Agreement does not create employment, partnership, joint venture, franchise, fiduciary, agency, or authority for BlueTier to bind Member to third-party contracts or transactions.

18. Governing law and disputes

This Agreement is governed by New Jersey law without regard to conflict-of-law principles. The Parties will attempt in good faith to resolve disputes informally. Unresolved disputes will first be submitted to mediation in New Jersey and, if not resolved, to binding arbitration in New Jersey under the applicable American Arbitration Association rules, except where prohibited by law.

19. General provisions

This Agreement and the selected membership constitute the entire agreement concerning membership. Material amendments must be accepted in writing or electronically. Member may not assign this Agreement without BlueTier's written consent. BlueTier may assign it in connection with a merger, acquisition, restructuring, financing, or sale of the applicable business or assets. If a provision is unenforceable, the remainder continues. Failure to enforce a provision is not a waiver. Notices may be sent electronically to the email address associated with membership or another designated address.

20. Electronic acceptance

Electronic signatures, electronic acceptance, and digitally executed copies have the same force and effect as original signatures to the extent permitted by law. Each signer represents that the signer has authority to bind the identified Party.