FOUNDING PARTNER PROGRAM AGREEMENT

This Founding Partner Program Agreement ("Agreement") is entered into by and between ProTeams Software Services LLC, a New Jersey limited liability company with offices at 221 River Street, 9th Floor, Hoboken, NJ 07042 ("ProTeams," "Company," "we," or "us"), and the participating company ("Participant"). This Agreement governs Participant's participation in the ProTeams Founding Partner Program ("Program").

This Agreement governs Participant's participation in the ProTeams Founding Partner Program ("Program").

1. Program Purpose and Nature

The Program is a limited, invitation-only founding customer initiative designed to allow a select group of qualified commercial cleaning companies to access the ProTeams software platform in exchange for structured product feedback, usage insights, and testimonials. This Program is not a referral program, reseller program, affiliate program, or revenue-sharing arrangement.

2. Eligibility and Admission

Participation is limited to a maximum of twenty (20) companies. There is no minimum number of participants. Admission into the Program is at ProTeams' sole discretion, and ProTeams has no obligation to accept any applicant. ProTeams may remove any Participant with or without cause at any time in accordance with the termination provisions in Section 12.

3. Program Duration and Pricing

The Founding Partner Program has a rolling enrollment period from January 15, 2026 through April 15, 2026, or until all Partner Spots are filled. Companies may enroll at any time during this window, with each Participant's individual program term beginning on their enrollment date.

Each Participant's program term consists of three phases:

Phase 1 - Complimentary Access (Months 1-6 from enrollment):

Participant receives full platform access at no charge for all authorized user seats, including white-glove onboarding and support as described in Section 5. No billing occurs during this phase.

Phase 2 - Subsidized Founding Partner Rate (Months 7-9 from enrollment):

Participant will be charged Two Dollars ($2.00 USD) per authorized user seat per month. An "authorized user seat" is any employee account created and assigned by Participant through the ProTeams platform, regardless of actual platform usage during the billing month.Participant has full control over seat allocation and may add or remove seats at any time through the platform. Billing occurs monthly in arrears on the first day of each month based on the number of seats allocated as of the last day of the previous month.

Participant has full control over seat allocation and may add or remove seats at any time through the platform. Billing occurs monthly in arrears on the first day of each month based on the number of seats allocated as of the last day of the previous month.

Phase 3 - Locked Founding Partner Rate (Month 10 onwards from enrollment):

Eligibility for Founding Partner Rate:

To receive the Founding Partner Rate discount, Participant must:

  • Successfully complete all three required feedback sessions (Section 7.1)
  • Submit all required testimonials (Section 7.2)
  • Maintain active platform usage that meets ProTeams' internal engagement thresholds

ProTeams conducts ongoing internal reviews of all partners to assess compliance with Program requirements. While specific usage metrics are determined at ProTeams' discretion, examples of monitored activities include crew registration rates, appointment scheduling, feature adoption, and overall platform engagement. If ProTeams determines Participant is not meeting the engagement thresholds, ProTeams will provide written notice describing the deficiency and a fourteen (14) day opportunity to cure before conversion to standard pricing.

Participants who do not meet these requirements will be converted to standard pricing rates with fourteen (14) days' written notice.

Founding Partner Rate Structure:

Qualifying Participants will be charged the Founding Partner Rate, which is forty percent (40%) below ProTeams' then-current standard per-seat pricing applicable at the time of Month 10 conversion, per authorized user seat per month.

In the event ProTeams materially changes its pricing structure, packaging, or methodology (e.g., transition from per-seat to per-location pricing, introduction of modular add-ons, or other fundamental pricing model changes), ProTeams will work with Participant in good faith to establish an equivalent discount rate that reflects comparable economic value to the original Founding Partner Rate.

The Founding Partner Rate applies only to Participant's original account and requires continuous active subscription. If Participant cancels service, even temporarily, the Founding Partner Rate is permanently forfeited. This rate is non-transferable to new accounts, reactivated accounts, subsidiaries, or merged entities.

Participant may cancel at any time with seven (7) days' written notice. No refunds will be provided for partial billing periods. Access to the platform will continue through the end of the current billing period.

4. Platform Access and Features

Participant receives full access to the ProTeams platform, including all standard features available during the Program term. Platform features include but are not limited to:GPS-verified check-ins, digital checklists, photo/video proof of service, issue escalation, centralized team communications, client portal, supply management, and reporting tools.ProTeams may add, modify, or remove features during the Program term at its discretion. Participant will be notified of material changes to platform functionality with reasonable advance notice.

5. Support and Onboarding

5.1 Onboarding Support

ProTeams will provide white-glove onboarding support to Participant, including:

  • Initial platform setup and configuration
  • Account administrator training (up to 2 hours)
  • Team member onboarding assistance
  • Best practices guidance for platform adoption
  • Dedicated onboarding contact during first 30 days

5.2 Ongoing Support

Following onboarding, Participant receives priority support through the ProTeams platform support module. Participants can raise priority tickets directly within the application for technical assistance, feature questions, and issue resolution.Additional support resources include:

  • In-platform support messaging
  • Knowledge base and help documentation
  • Direct access to Product team for technical issues

5.3 Support Service Level Agreement

ProTeams will respond to support inquiries according to the following service levels:

  • Critical Issues (platform outage, data loss, payment processing failure): 24-hour response time
  • General Inquiries (feature questions, usage support, non-critical bugs): 48-hour response time

Response time is measured from the time ProTeams receives the support request during business hours (Monday-Friday, 9 AM - 5 PM ET, excluding federal holidays). "Response" means initial acknowledgment and triage, not necessarily resolution.

6. Payment Terms and Billing

6.1 Payment Method Requirement

Participant must provide valid payment information (credit card or ACH bank account) at the time of enrollment to complete the registration process. Payment information will be securely stored by ProTeams' third-party payment processor (Stripe). ProTeams will verify the payment method with a $1.00 authorization that will be immediately released.

No charges will be processed during Phase 1 (Months 1-6). Payment method is required for enrollment and will be automatically charged beginning in Month 7 at the subsidized rate.

6.2 Automatic Billing

Beginning in Month 7, Participant authorizes ProTeams to automatically charge the payment method on file for monthly subscription fees. Billing occurs on the first business day of each month for the prior month's usage, calculated based on authorized user seats as defined in Section 3.

6.3 Failed Payments

If a scheduled payment fails, ProTeams will attempt to process payment up to three (3) additional times over a fourteen (14) day period. If payment remains unsuccessful after this period, ProTeams may suspend platform access until payment is received, or terminate the agreement in accordance with Section 12.

6.4 Payment Disputes

Participant must notify ProTeams of any billing disputes within thirty (30) days of the disputed charge. ProTeams will investigate and respond within ten (10) business days.

7. Participant Obligations

7.1 Feedback Requirements

Participant agrees to participate in three (3) structured feedback sessions with ProTeams during Months 2, 4, and 6 of the Program term. Each session will last approximately 15-30 minutes and will focus on platform usability, feature requests, operational insights, and overall satisfaction.

ProTeams will schedule these sessions with at least seven (7) days' advance notice. If Participant cannot attend a scheduled session, they must notify ProTeams at least 48 hours in advance to reschedule.

Failure to attend two (2) consecutive scheduled feedback meetings without rescheduling will result in immediate conversion to Phase 3 pricing (Founding Partner Rate if eligible, or standard pricing) effective the following billing cycle. If Participant continues to demonstrate non-engagement (zero attendance at remaining required calls AND zero platform usage for 30+ consecutive days), ProTeams may convert Participant to standard pricing rates with 14 days' written notice.

7.2 Testimonial Requirements

Participant agrees to provide testimonials to ProTeams as follows:

  • Month 4: Recorded testimonial interview (conducted during the Month 4 feedback call, approximately 15 minutes)
  • Month 6: Video testimonial (60-90 seconds, recorded by Participant and submitted to ProTeams)

Both testimonials are required for all Participants. ProTeams will select and use testimonials that best represent the platform's value and capabilities in marketing materials, website content, case studies, and sales presentations. Not all testimonials may be publicly featured, but all must be completed to maintain Program compliance.

Participant retains approval rights over the final published testimonial content before public use.

7.3 Logo Usage Rights

By enrolling in the Program, Participant grants ProTeams a non-exclusive, royalty-free license to display Participant's company name and logo on ProTeams' website, marketing materials, and sales presentations as a Founding Partner.

Participant may opt out of logo usage by providing written notice to ProTeams at partners@proteams.io. ProTeams will remove Participant's logo within ten (10) business days of receiving such notice.

7.4 Optional Partnership Activities

ProTeams may invite Participant to participate in optional activities including but not limited to:

  • Case studies or success story features
  • Blog posts, podcast interviews, or webinars
  • Reference calls with prospective ProTeams customers
  • Co-marketing or cross-promotion opportunities
  • Advisory board or product council participation

Participation in these activities is voluntary and does not affect Participant's standing in the Program. ProTeams will provide advance notice and coordinate timing for any optional activities.

8. Data Ownership and Privacy

8.1 Data Ownership and Deletion

All data entered into the ProTeams platform by Participant ("Customer Data") remains the exclusive property of Participant. ProTeams will handle Customer Data in accordance with its Privacy Policy and applicable data protection laws.

Customers may request deletion of their account and data directly through their ProTeams account settings. Upon receiving a deletion request, ProTeams will delete Customer Data from active systems under its control within fourteen (14) days, subject to permitted retention and the backup/archival timelines described below.

Certain data may be retained where necessary to:

  • Comply with legal, regulatory, tax, or accounting obligations
  • Maintain security, prevent fraud or abuse, and enforce agreements
  • Preserve audit logs and system integrity
  • Support dispute resolution

Account deletion does not automatically require immediate deletion of all data.

8.2 Backup, Archival, and Residual Data

Deleted data may persist for a limited period in encrypted backups, disaster recovery systems, or archival storage. Such data is not actively processed and will be securely deleted or overwritten in accordance with ProTeams' data retention schedules.

8.3 Aggregated and Anonymized Data

ProTeams may use aggregated, anonymized data for product improvement, analytics, and industry benchmarking, provided such data cannot be traced back to Participant.

9. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information. "Confidential Information" includes business plans, customer lists, pricing information, product roadmaps, and any information marked as confidential or that would reasonably be considered confidential.This obligation does not apply to information that: (a) is publicly available through no breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law.

10. Non-Solicitation and No-Hire

ProTeams operates commercial cleaning businesses (ProCleanings in NYC/NJ and Verdant Building Services in Dallas, TX). While ProTeams does not intend to compete for Participant's clients or employees, Participant acknowledges that ProTeams' cleaning operations serve as real-world testing environments for the platform.

Participant agrees not to solicit, hire, or attempt to hire any ProTeams employee (software team or operations team) during the Program term and for twelve (12) months following termination of this Agreement. This restriction does not apply to general job postings or unsolicited applications.

For Participants operating in NYC, NJ, or Dallas markets: ProTeams agrees not to actively solicit Participant's existing clients or directly recruit Participant's identified employees. This does not restrict ProTeams from responding to inbound inquiries or general market activities.

11. Intellectual Property

ProTeams retains all right, title, and interest in the ProTeams platform, including all software, documentation, trademarks, and intellectual property. This Agreement grants Participant a limited, non exclusive, non-transferable license to use the platform for Participant's internal business operations.

Any feedback, suggestions, or recommendations provided by Participant regarding the platform ("Feedback") may be used by ProTeams without restriction or compensation. Participant hereby assigns all rights in such Feedback to ProTeams.

12. Term and Termination

12.1 Program Term

This Agreement begins on Participant's enrollment date and continues through the completion of Phase 3 pricing, unless earlier terminated in accordance with this Section 12.

12.2 Termination for Cause

ProTeams may terminate this Agreement immediately upon written notice if:

  • Participant materially breaches this Agreement and fails to cure within ten (10) days of notice
  • Participant fails to meet feedback or testimonial requirements as described in Section 7
  • Participant fails to maintain minimum platform usage thresholds as determined by ProTeams' internal reviews
  • Participant engages in conduct that damages ProTeams' reputation or business interests
  • Participant's payment method fails repeatedly and payment is not received within 14 days

Either party may terminate for convenience with seven (7) days' written notice.

12.3 Effect of Termination

Upon termination:

  • Participant's access to the platform will cease at the end of the current billing period
  • Any outstanding fees become immediately due and payable
  • Participant has 14 days to request deletion of Customer Data through ProTeams account settings
  • Data deletion will be processed in accordance with Section 8

Sections 8 (Data Ownership), 9 (Confidentiality), 10 (Non-Solicitation and No-Hire), 11 (IP), and 13 (General) survive termination.

13. General Provisions

13.1 Relationship to ProTeams Terms of Service

This Agreement supplements and, where applicable, supersedes the ProTeams Terms of Service and Privacy Policy (collectively, "General Terms"). In the event of conflict between this Agreement and the General Terms, this Agreement controls with respect to the Founding Partner Program. All provisions of the General Terms not specifically addressed in this Agreement remain in full force and effect.

13.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROTEAMS' TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY PARTICIPANT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

PROTEAMS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 Disclaimer of Warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." PROTEAMS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PROTEAMS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

13.4 Indemnification

Participant agrees to indemnify and hold harmless ProTeams from any claims, damages, or expenses (including reasonable attorneys' fees) arising from: (a) Participant's use of the platform; (b) Participant's violation of this Agreement; or (c) Participant's violation of any law or third-party rights.

13.5 Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of New Jersey, without regard to conflict of law principles. Any disputes will be resolved through good faith negotiation. If negotiation fails, disputes will be resolved through binding arbitration in accordance with the American Arbitration Association rules, conducted in Hoboken, New Jersey.

13.6 Entire Agreement

This Agreement, together with the General Terms, constitutes the entire agreement between the parties regarding the Founding Partner Program and supersedes all prior agreements, understandings, and communications, whether written or oral.

13.7 Amendments

ProTeams may modify this Agreement by providing thirty (30) days' written notice to Participant. Continued use of the platform after the notice period constitutes acceptance of the modifications. Material changes to pricing or core Program requirements require Participant's explicit written consent.

13.8 Assignment

Participant may not assign or transfer this Agreement without ProTeams' prior written consent. ProTeams may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of assets.

13.9 Notices

All notices under this Agreement must be in writing and sent to:

ProTeams: partners@proteams.io or 221 River Street, 9th Floor, Hoboken, NJ 07042
Participant: Email address provided during enrollment

13.10 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.