Blue Eye
Reseller Terms

Revision Date: 8/28/2025

These Blue Eye Reseller Terms, together with any exhibits hereto, are a binding agreement (“Agreement”) between Blue Eye Corporation, a Delaware corporation (“Blue Eye”) and its authorized reseller (“Reseller”). Blue Eye and Reseller may be referred to herein collectively as the “Parties” or individually as a “Party.”

1. Definitions.

(a) “Blue Eye Marks” means the trademarks, service marks, trade names, and logos set forth or described in Exhibit A.

(b) “Blue Eye Services” means Blue Eye’s remote monitoring of security camera footage and related security monitoring services

(c) “End User” means a customer of Reseller that purchases Blue Eye Services from Reseller.

(d) “End User Information” means any information (including Personal Information) collected, received, processed, or maintained by or on behalf of Reseller from or relating to any End User in connection with the Blue Eye Services.

(e) “Blue Eye Properties” means the Blue Eye Services, Blue Eye Marks, Marketing Materials, and other technologies (including software), information (including any End User Information), and materials provided by Blue Eye to Reseller or End Users to enable Reseller to market, sell, or license, or provide maintenance, support, or other services for, the Blue Eye Services.

(f) “Marketing Materials” means any advertising, promotional, or marketing materials for or relating to the Blue Eye Services that Blue Eye may make available to Reseller.

(g) “Personal Information” means information that is linked or reasonably linkable to an identified individual or an identifiable individual.

(h) “Terms and Conditions” means the then-current Blue Eye Terms and Conditions, which are available at https://goblueeye.com/reseller-customer-terms-and-conditions/ and which set forth the terms and conditions of an End User’s receipt and use of Blue Eye Services, and any documents referenced or incorporated therein.

2. Grant of Rights.

License Grants. Subject to Reseller’s compliance with this Agreement, Blue Eye appoints Reseller as an authorized reseller of Blue Eye Services and grants Reseller a limited, non-exclusive, non-sublicensable, non-transferable right and license in the United States during the Term solely to (i) demonstrate and sell Blue Eye Services to End Users in the United States solely for use in accordance with the Terms and Conditions; and (ii) use the Blue Eye Marks and reproduce and distribute Marketing Materials solely to market and promote Blue Eye Services under this Agreement in accordance with Blue Eye’s then-current guidelines, as updated by Blue Eye from time to time.

2.2. Use Restrictions.

2.2.1. Reseller shall not use the Blue Eye Properties for any purpose beyond the scope of the license and other rights expressly granted in this Agreement. Without limiting the foregoing, and except as otherwise expressly set forth in this Agreement, Reseller shall not at any time, directly or indirectly (A) copy, modify, or create derivative works of the Blue Eye Properties, in whole or in part; (B) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Blue Eye Properties; (C) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Blue Eye Properties, in whole or in part; (D) remove any proprietary notices from the Blue Eye Properties; or (E) use the Blue Eye Properties in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law or regulation.

2.2.2. All uses of the Blue Eye Marks, and all goodwill associated therewith, will inure solely to the benefit of Blue Eye. Reseller shall not use any Blue Eye Marks (whether individually or in combination, or in whole or in part): (A) in or in connection with the advertising, promotion, marketing, or distribution of any goods, services, or technologies other than the Blue Eye Services; (B) as part of Reseller’s corporate or trade name or any domain name; (C) in any way that may cause confusion, mistake, or deception; or (D) in any way that may dilute, tarnish, or otherwise diminish the Blue Eye Marks’ distinctiveness, or jeopardize the reputation of or goodwill associated with the Blue Eye Marks, the Blue Eye Services, or Blue Eye, or the validity of Blue Eye’s ownership of the Blue Eye Marks or any registrations thereof.

No Implied Rights. Blue Eye reserves all rights not expressly granted to Reseller in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Reseller or any third party any intellectual property rights or other right, title, or interest in or to any of the Blue Eye Services or other Blue Eye Properties. All uses in this Agreement of the terms “sell,” “sale,” “resell,” “resale,” “purchase,” “price,” and the like mean the grant of a license or similar right and shall not be deemed a sale of any copy of or rights in the Blue Eye Services or other Blue Eye Properties. Nothing in this Agreement grants or conveys, or permits Reseller to grant or convey, any ownership right in any of the Blue Eye Properties or any intellectual property rights therein.

3. Reseller Obligations.

Production, Marketing, and Distribution. Reseller shall, in accordance with this Agreement and at its own cost: (i) advertise, promote, market, and sell Blue Eye Services to End Users using Reseller’s best efforts to maximize End-User satisfaction with the Blue Eye Services; (ii) before publicly disseminating or using any advertising, promotional, or any marketing materials for Blue Eye Services other than the Marketing Materials provided by Blue Eye, supply a representative sample of such materials to Blue Eye for approval, which Blue Eye may give or withhold in its sole discretion; (iii) promptly give Blue Eye written notice of any notice, complaint, or claim of which Reseller becomes aware concerning any data security breach, personal injury, property damage, or other injury alleged to have been caused, in whole or in part in connection with this Agreement; and (iv) promptly report to Blue Eye in writing any actual or suspected breach of the Terms and Conditions by an End User.

End User Information. Reseller shall provide Blue Eye, at Blue Eye’s request and for purposes of providing the Blue Eye Services and support or other services to End Users, any End User Information collected or received by Reseller. If such End User Information includes Personal Information, Reseller shall notify and all End Users that their information may be transferred or disclosed to Blue Eye and, where required by applicable law, obtain End Users’ consent to such transfer. Reseller shall (i) maintain appropriate administrative, physical, and technical safeguards for the protection of the privacy, security, confidentiality, and integrity of such End User Information; and (ii) comply with all applicable laws regarding data privacy and security.

Alternative Services. During the Term and for a period of two years thereafter, Reseller will not directly or indirectly solicit the business, in any manner that is competitive with Blue Eye, of any Blue Eye customer or client with whom Reseller had material contact in connection with or as a result of this Agreement. Without limiting the foregoing, Reseller shall not encourage or help any End User to procure any service that competes with the Blue Eye Services.

3.4. General Obligations.

3.4.1. Reseller shall:

(a) perform its obligations under this Agreement with due care and skill, with appropriately skilled and qualified personnel, in a timely and professional manner;

(b) comply with all applicable laws and all reasonable directions given by Blue Eye, and not perform its obligations in a manner that causes Blue Eye to breach any applicable laws; and

(c) not engage in any misleading, deceptive, illegal or unethical conduct in connection with its performance under this Agreement, and not publish or use, or cooperate in the publication or use of, any false, misleading or deceptive advertising material or other representations with respect to Blue Eye or the Blue Eye Services.

3.4.2 Reseller shall not give any condition or warranty or make any representation on Blue Eye’s behalf or commit Blue Eye to any contracts, other than as explicitly permitted in this Agreement. Further, Reseller must not, without Blue Eye’s prior written consent, make any representations, warranties, guarantees or other commitments with respect to the specifications, features, or capabilities of the Blue Eye Services which are inconsistent with those contained in any Marketing Materials or other materials provided by Blue Eye or otherwise incur any liability on behalf of Blue Eye.

3.4.3. Reseller shall not resell Blue Eye Services through a third party, including any sales agent or sub-reseller.

4. End User Acquisition.

Service Orders. Upon identifying a potential End User, Reseller shall fill out and submit a Remote Video Monitoring Service Order Form in the form provided by Blue Eye (a “Service Order”), along with any other information requested by Blue Eye.

Acceptance or Rejection. Blue Eye will review each Service Order and notify Reseller within ten (10) days if it rejects the Service Order. Blue Eye may reject any Service Order that (a) Blue Eye deems impractical, commercially inviable, or otherwise harmful to its business or reputation, or (b) is with a potential End User that has a current agreement to receive Blue Eye Services, whether directly with Blue Eye or with a third party. A Service Order will be deemed accepted by Blue Eye if Blue Eye does not reject the Service Order within ten (10) days of receipt.

Terms and Conditions. Reseller shall ensure that each End User to whom Blue Eye provides the Blue Eye Services complies with the Terms and Conditions (as amended by Blue Eye from time to time). If an End User breaches the Terms and Conditions, then (a) Blue Eye may, in its discretion, terminate the provision of Blue Eye Services to such End User with no liability to Reseller or the End User, and (b) Reseller shall be liable to Blue Eye for, and shall indemnify Blue Eye against, all Losses (as defined in Section 9) incurred by Blue Eye resulting from or related to the End User’s breach of the Terms and Conditions.

4.4. Service Terms and Renewal.

All Service Orders shall have an initial term equal to or greater than the minimum term length set forth in the table below (the “Initial Term”). The Initial Term and all applicable Renewal Terms (as defined in Section 4.4.2) or, in the case of Service Orders for Blue Eye Mobile services, each subsequent monthly billing period (as described in Section 4.4.3) shall be referred to collectively as the “Service Term.”

4.4.2. At the end of the Initial Term, Service Orders for Blue Eye Interior or Blue Eye Exterior monitoring services shall renew automatically for additional terms of the same duration as the Initial Term (each, a “Renewal Term”), unless Reseller gives Blue Eye written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

4.4.3. At the end of the Initial Term, Service Orders for Blue Eye Mobile monitoring services shall continue on a month-to-month basis, unless Reseller gives Blue Eye written notice of non-renewal at least sixty (60) days prior to the end of the Initial Term. Reseller may terminate any month-to-month Service Order by giving Blue Eye written notice of non-renewal at least twenty (20) days before the next renewal date.

Early Termination. The following shall apply if Reseller terminates a Service Order before the end of the applicable Service Term:

4.5.1. If Reseller has elected to pay Fees annually, or if the agreement has converted to a month-to-month basis, Reseller will neither be entitled to nor receive a refund of any Reseller Fees paid.

4.5.2. If Reseller has elected to pay Reseller Fees monthly, Reseller shall pay Blue Eye the lesser of (a) fifty percent (50%) of the monthly Fees payable over the remainder of the Service Term, or (b) three (3) times the monthly Fees payable under this Agreement.

Support. This Agreement does not entitle Reseller to any maintenance, support, or training for the Blue Eye Services. Reseller is responsible for providing support services to End Users with respect to Blue Eye Services and Blue Eye will not provide any support services to End Users.

6. Fees and Payment.

Fees. Reseller shall establish the fees it charges End Users for Blue Eye Services (“End User Fees”). Reseller shall pay Blue Eye the fees established by Blue Eye and communicated to Reseller from time to time (the “Reseller Fees”) for all Blue Eye Services that Reseller sells to an End User. Reseller may elect to pay Reseller Fees for each Service Order monthly or annually. Reseller’s obligation to pay Reseller Fees is not contingent on Reseller’s collection of End User Fees, and if Blue Eye provides Blue Eye Services to an End User hereunder, Reseller shall pay the applicable Reseller Fees regardless of whether Reseller receives payment from the End User.

Fee Increases. Blue Eye may change the Reseller Fees at any time in its sole discretion upon notice to Reseller. Blue Eye will provide reasonable advance notice to Reseller of increases in Reseller Fees applicable to Blue Eye Services for existing End Users. If Blue Eye determines, in its sole discretion, that it has received an excessive number of false alarms from a particular End User, Blue Eye may increase the Fees applicable to such End User immediately upon notice to Reseller.

Invoices. Blue Eye will deliver monthly invoices to Reseller for all Reseller Fees and other payment obligations incurred or otherwise having come due in the preceding calendar month. Upon termination or expiration of this Agreement, Blue Eye will deliver a final invoice to Reseller for all amounts due as of the date of such termination or expiration. Reseller shall pay all invoiced amounts within ten (10) days of the invoice date.

Payment. Reseller shall pay all amounts due hereunder in US dollars. Blue Eye may charge interest on past due amount’s at the rate of lower of 1.5% per month or the highest rate permitted under applicable law. Reseller shall reimburse Blue Eye for all collection costs for late payments, including attorneys’ fees. If any past-due amount remains unpaid 30 days following Blue Eye’s written notice thereof, Blue Eye may suspend Reseller’s rights under this Agreement until all past due amounts have been paid.

Taxes. All Fees and other amounts payable by Reseller under this Agreement are exclusive of taxes and similar assessments. Reseller is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Reseller hereunder, other than any taxes imposed on Blue Eye’s income.

7. Intellectual Property Ownership.

All right, title, and interest in and to the Blue Eye Properties, including all intellectual property rights therein, are and will remain with Blue Eye. Reseller has no right or license to any Blue Eye Properties except as expressly licensed under this Agreement, and subject to the requirements and restrictions set forth in this Agreement. Reseller hereby unconditionally and irrevocably assigns to Blue Eye or Blue Eye’s designee its entire right, title, and interest in and to any intellectual property rights that Reseller may acquire in or relating to any of the Blue Eye Properties (including any rights in derivative works or patent improvements relating thereto), whether acquired by operation of law, contract, assignment, or otherwise.

8. Limited Warranties and Warranty Disclaimer.

(a) ALL BLUE EYE PROPERTIES ARE PROVIDED “AS IS” AND BLUE EYE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. BLUE EYE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. BLUE EYE MAKES NO WARRANTY OF ANY KIND THAT THE BLUE EYE PROPERTIES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET RESELLER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. WITHOUT LIMITING THE FOREGOING, BLUE EYE MAKES NO REPRESENTATIONS AND WARRANTIES RELATING TO THE BLUE EYE SERVICES TO END USERS.

9. Indemnification.

Reseller shall indemnify, defend, and hold harmless Blue Eye and its officers, directors, personnel, agents, successors, and assigns (each, a “Blue Eye Indemnitee”) from and against any and all losses, damages, liabilities, and costs (including attorney’s fees) (collectively, “Losses”) incurred by the Blue Eye Indemnitee resulting from or arising out of Reseller’s action or inaction related to this Agreement or any third-party claim, suit, action, or proceeding (collectively, “Claims”) arising out of or related to this Agreement. FOR THE AVOIDANCE OF DOUBT, BLUE EYE SHALL NOT BE LIABLE TO ANY END USER FOR ANY REASON WITH RESPECT TO SUCH END USER’S USE OR RECEIPT OF BLUE EYE SERVICES SOLD OR PROVIDED BY RESELLER PURSUANT TO THIS AGREEMENT, AND, WITHOUT LIMITING ANY OTHER OBLIGATION HEREUNDER, RESELLER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS ALL BLUE EYE INDEMNITEES AGAINST ANY CLAIMS OF AN END USER OR ANY LOSSES ARISING OUT OF OR RELATING TO THE SAME.

10. Limitations of Liability.

IN NO EVENT WILL BLUE EYE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER BLUE EYE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL BLUE EYE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OTHERWISE EXCEED $10,000.

11. Term and Termination.

Term. The term of the Agreement will commence upon Reseller’s acceptance of these Reseller Terms and will continue until terminated earlier pursuant to any of this Agreement’s express provisions (the “Term”).

Termination. In addition to any other express termination right set forth in this Agreement:

11.2.1. Blue Eye may terminate this Agreement, effective immediately upon written notice to Reseller, if Reseller: (A) fails to pay any amount when due hereunder; or (B) materially breaches any of its other obligations hereunder;

11.2.2. Either Party may terminate this (a) Agreement at any time and for any reason or for no reason, effective on 30 days written notice to the other Party; or (b) immediately upon written notice to the other Party if the other Party becomes insolvent, enters bankruptcy assigns its assets to or for the benefit of its creditors, or has a receiver appointed over substantial assets.

Effect of Expiration or Termination.

11.3.1. Immediately upon expiration or termination of this Agreement for any reason, (i) Reseller shall cease to represent itself as Blue Eye’s authorized reseller of Blue Eye Services; (ii) all licenses and similar rights granted to Reseller hereunder will expire or terminate, and (iii) Reseller shall cease all use of Blue Eye Properties, and all copies thereof, in whole and in part.

11.3.2. Upon expiration or termination of this Agreement, Blue Eye may continue providing Blue Eye Services to End Users. If so, Reseller shall assign its End User agreement with such End Users and related rights and obligations to Blue Eye, and reasonably assist Blue Eye in the transition.

Survival. Any rights or obligations of the Parties in this Agreement which, by their nature, should survive termination or expiration of this Agreement will survive any such termination or expiration, including the rights and obligations set forth in this Section 11.4 and in Sections 1, 7, 9, 10, and 12.

12. Miscellaneous.

Entire Agreement. This Agreement, together with all exhibits hereto and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

Relationship of the Parties; No Franchise Relationship. The Parties to this Agreement are independent contractors and nothing in this Agreement will be deemed or construed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity between Blue Eye and Reseller.

Force Majeure. No Party is liable for any failure or delay in performing its obligations hereunder (except payment obligations to Blue Eye) caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions, or similar events.

Notices. All notices under this Agreement must be in writing, sent to the address provided by each Party, and delivered by personal delivery, overnight courier, email (with confirmation of transmission), or certified or registered mail. Notices are effective only upon receipt by the receiving Party if sent in accordance with this Section 12.4.

Amendment and Modification; Waiver. No amendment to or waiver is effective unless in writing and signed by the party to be bound thereby. Failure to exercise or delay to exercise any right under this Agreement is not a waiver, nor does partial exercise of a right preclude further exercise of that right or any other right.

Governing Law; Submission to Jurisdiction. This Agreement is governed by the laws of the State of Utah without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction . Any legal suit, action, or proceeding arising out of or related to this Agreement must be brought exclusively in the federal or state courts located in Salt Lake City, Utah, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Assignment. Reseller may not assign or transfer any of its rights or delegate any of its obligations hereunder without the prior written consent of Blue Eye. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

EXHIBIT A
Blue Eye Marks

Word Marks:

BLUE EYE

BLUE EYE INTERIOR

BLUE EYE EXTERIOR 

Design Marks: