Referral Program

ACCEPTANCE OF TERMS

By referring a project to BluWave, whether via the official referral form or by email to a BluWave representative, the individual, entity, or organization submitting the referral (“Referrer”) acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions with BluWave, LP, located at 5005 Maryland Way, Suite 175, Brentwood, TN 37027 (“BluWave”). Once Referrer has accepted these Terms and Conditions, that acceptance shall remain in effect for all subsequent referral submissions until terminated by either party. Each subsequent referral submission shall constitute Referrer’s acceptance of these Terms and Conditions as then in effect. BluWave reserves the right to require Referrer to re-accept these Terms and Conditions at any time, and any referral submitted after such a request but prior to re-acceptance shall be ineligible for a Referral Fee.

BluWave reserves the right to modify, suspend, or terminate this referral program at any time, for any reason, without prior notice. BluWave shall not be liable for any such changes. Referrals submitted prior to the effective date of any modification or termination will be governed by the Terms and Conditions in effect at the time of that submission.

REFERRAL PROGRAM OVERVIEW

Under BluWave’s referral program, any Referrer may submit potential projects to BluWave. If a referred customer engages BluWave and the project is formally designated as a “Closed Won” (as defined below) project, then Referrer may be eligible to receive a referral fee subject to the terms and conditions described herein.

A referred “Closed Won” project means a referred project that has (i) been vetted and accepted by BluWave, (ii) executed a final engagement contract, and (iii) is formally marked as “Closed Won” within BluWave’s project management system.

HOW TO SUBMIT A REFERRAL

All referrals must be submitted in writing either: (i) via BluWave’s official referral form, or (ii) by email to a BluWave representative. The referral submission must include Referrer’s full name/entity or organization name, and email address. This information is required for eligibility and cannot be added after submission.

Within 5 business days of submitting a first referral, Referrer must accept these Terms and Conditions by clicking “I Accept” (or a substantially similar acknowledgment) on BluWave’s referral form or by executing these Terms and Conditions in writing. It is Referrer’s sole responsibility to obtain and review these Terms and Conditions. Once Referrer has accepted these Terms and Conditions, no further acceptance is required for subsequent referral submissions unless BluWave has modified these Terms and Conditions or has otherwise required re-acceptance. If Referrer submits a referral without a valid, current acceptance on file, that referral shall be ineligible for a Referral Fee. The date of the referral submission shall be used to determine whether the referral was submitted prior to any active process with BluWave.

Verbal referrals or referrals submitted through any other means will not be eligible for a Referral Fee.

REFERRAL FEE

Subject to the terms herein, BluWave will pay Referrer a fee equal to 15% of BluWave’s gross profit received from the referred project (“Referral Fee”). “Gross Profit” means net revenue received by BluWave for connecting a third-party resource, minus any direct costs incurred to facilitate that specific connection for the referred project.

Referral Fees shall be paid quarterly, within 45 days after the end of the calendar quarter in which BluWave receives full payment from the referred customer for the completed project. Fees are owed only upon satisfaction of all three conditions: (i) the project is designated “Closed Won”; (ii) the project is fully completed; and (iii) BluWave has received full payment for that project.

In order to receive payment, Referrer must respond to BluWave’s outreach to collect payment setup information, including any required government or regulatory tax information, within 30 days of BluWave’s initial contact. If Referrer fails to respond within this 30-day window, BluWave’s obligation to pay the applicable Referral Fee is permanently forfeited, all rights to such Referral Fee are waived, and BluWave shall have no further liability with respect to that payment. Referrer is solely responsible for reporting and paying all taxes associated with any Referral Fee received. No Referral Fee will be owed for any services provided by BluWave or its service providers to a referred customer that are unrelated to the specific referred project or that are outside the scope of the initial referral. For purposes of this provision, the “referred project” means the specific engagement reflected in the initial Closed Won designation within BluWave’s project management system. Any subsequent, expanded, renewed, or follow-on engagements with the same customer are expressly excluded from the Referral Fee calculation unless separately agreed to in writing by BluWave.

If BluWave determines at any time, including after payment, that a Referral Fee was paid on a referral that would have been ineligible under these Terms and Conditions, BluWave may recover the amount of such Referral Fee from Referrer. Referrer agrees to promptly return any such amounts upon written notice from BluWave.

Notwithstanding the foregoing, BluWave and Referrer may enter into a separate written agreement that supersedes the Referral Fee terms set forth herein. In the event of a conflict between these Terms and Conditions and a separately executed referral agreement, the separately executed agreement shall control with respect to the subject matter of the conflict.

ELIGIBILITY AND EXCLUSIONS

As a prerequisite to eligibility, Referrer must make a direct, written introduction between BluWave and the referred customer (for example, via email, copying both parties, or a forwarded communication). Merely submitting a referral through BluWave’s referral form or other internal system without facilitating an actual introduction to the referred customer shall not constitute a valid referral for purposes of earning a Referral Fee.

A referral is not eligible for a Referral Fee if any of the following apply:

• The referred project is already in an active process with BluWave at the time of referral submission, including but not limited to any project for which BluWave has already begun communicating, scoping, sourcing options, vetting, negotiating, and/or engaging with the prospective customer.
  
  
• The referral is for a project involving an entity by which Referrer is currently employed as a W-2 employee.
  
  
• The referred customer does not commence the project through BluWave within 180 calendar days of a referral and/or BluWave is not paid in full for the project.
  
  
• The referral was not submitted via BluWave’s official referral form or by email to a BluWave representative, in accordance with the terms of these Terms and Conditions, prior to BluWave’s engagement with the referred customer on that project.
  
  
• BluWave determines, in its sole and absolute discretion, that the referral (a) was not made in good faith based on a genuine, pre-existing relationship between Referrer and the referred customer; (b) was submitted as part of a pattern of speculative, high-volume, or indiscriminate referrals intended to capture credit for engagements likely to occur independent of Referrer’s involvement; (c) was submitted based on knowledge or information regarding BluWave’s existing or prospective business relationships; or (d) otherwise constitutes an attempt to claim a Referral Fee for a customer relationship or project that Referrer did not meaningfully initiate or facilitate. BluWave’s determination under this provision shall be final and binding, and BluWave shall have no obligation to disclose the basis for any such determination.
  
  
• In the event multiple referrals are submitted for the same or substantially similar project, BluWave shall recognize only the first eligible referral received, as determined by BluWave’s records. BluWave’s determination of referral priority shall be final and binding.

For the avoidance of doubt, a Referrer who is an employee or representative of an existing BluWave client may participate in this program, provided the referral is for a separate, eligible project not already in process with BluWave and subject to any other exclusions herein.

REFERRER REPRESENTATIONS AND COMPLIANCE

By submitting a referral, Referrer represents and warrants that: (i) Referrer has the right to make the referral and that doing so does not violate any agreement, obligation, or policy to which Referrer is subject, including any employer policies, non-solicitation agreements, or similar restrictive covenants or agreements; and (ii) the referral is made in good faith.

BluWave does not monitor, investigate, or assume responsibility for any obligations, restrictions, or conflicts of interest that may apply to Referrer. It is exclusively Referrer’s duty to ensure that participation in this program complies with all applicable agreements, company policies, and legal obligations. Referrer agrees to indemnify and hold harmless BluWave from any liability, damages, or costs arising from Referrer’s failure to comply with such obligations.

BLUWAVE AUTHORITY

BluWave retains sole and absolute authority and discretion over all aspects of any potential engagement with a referred customer, including the fees, terms, and conditions under which BluWave may offer or agree to provide services. Nothing in these Terms and Conditions shall obligate BluWave to engage with, accept, or consummate any transaction with any referred customer. BluWave retains absolute discretion to decline any referral at any time for any or no reason, without incurring liability or obligation to pay a Referral Fee or compensation to Referrer. BluWave may, in its sole discretion, suspend or terminate any individual Referrer’s participation in the referral program at any time, for any or no reason, without liability.

INDEPENDENT CONTRACTOR

The relationship between Referrer and BluWave is that of an independent contractor. Nothing in these Terms and Conditions shall be construed to create any association, partnership, joint venture, employment, or agency relationship between Referrer and BluWave. Referrer has no authority to bind BluWave and shall not make any agreements or representations on BluWave’s behalf. Referrer is not eligible to participate in any benefits offered by BluWave to its employees, and BluWave is not responsible for withholding or paying any taxes on behalf of Referrer.

WARRANTY DISCLAIMER

BLUWAVE MAKES NO REPRESENTATION OR WARRANTY REGARDING THE REFERRAL PROGRAM, INCLUDING ANY WARRANTY THAT A REFERRAL WILL RESULT IN A CLOSED WON PROJECT OR THE PAYMENT OF A REFERRAL FEE. BLUWAVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLUWAVE SHALL NOT BE LIABLE TO REFERRER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR THE REFERRAL PROGRAM, EVEN IF BLUWAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BLUWAVE SHALL ALSO NOT BE LIABLE FOR: (A) ANY MATTER BEYOND BLUWAVE’S REASONABLE CONTROL; OR (B) ANY ACT OR OMISSION OF REFERRER OR ANY OF REFERRER’S PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, OR AGENTS. BLUWAVE’S TOTAL LIABILITY TO REFERRER UNDER THESE TERMS AND CONDITIONS SHALL NOT EXCEED THE REFERRAL FEE, IF ANY, PAID TO REFERRER FOR THE SPECIFIC REFERRAL GIVING RISE TO THE CLAIM.

INDEMNIFICATION

Referrer agrees to indemnify, defend, and hold harmless BluWave and its affiliates, officers, employees, and agents from and against any claims, losses, damages, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to: (i) Referrer’s participation in the referral program; (ii) any breach of these Terms and Conditions by Referrer; or (iii) Referrer’s violation of any third-party’s right under any agreement or obligation in connection with a referral submission.

CONFIDENTIALITY

Referrer acknowledges and agrees that the specific financial terms of any Referral Fee earned or paid, and any information regarding BluWave’s business operations, customer relationships, or internal processes that Referrer may learn through participation in this program, are confidential and shall not be disclosed to any third party without the prior written consent of BluWave, except as required by law.

MISCELLANEOUS

These Terms and Conditions constitute the entire agreement between Referrer and BluWave with respect to the referral program and supersede any prior understandings or communications on the subject. If any provision of these Terms and Conditions is found to be unenforceable, the remaining provisions will continue in full force and effect.

These Terms and Conditions are not assignable or transferable by Referrer. BluWave may assign or transfer its rights and obligations under these Terms and Conditions without consent.

These Terms and Conditions shall be governed by the laws of the State of Tennessee without regard to its conflict of laws provisions. The parties agree to submit to the exclusive jurisdiction and venue of the state and federal courts sitting in Davidson County, Tennessee for any disputes arising out of or related to these Terms and Conditions.

Each party irrevocably waives its right to trial by jury in any action or proceeding arising out of or relating to these Terms and Conditions.

Version 1.1.03.25.26