Commutifi Partner Program Terms
Last updated on October 7th, 2026
These Commutifi Partner Program Terms (the "Terms") are between Blucar LLC d/b/a Commutifi ("Commutifi") and the legal entity that signs an Enrollment Form referencing these Terms (the "Partner"). The Enrollment Form, these Terms, the applicable tier Appendix(es), and the Partner Security Terms together form the "Agreement."
Definitions
"Agreement" — the signed Enrollment Form, any Tier Change Addendum, these Terms, the applicable tier Appendix(es), and the Partner Security Terms.
"Commutifi Marks" — Commutifi's name, logos, and other brand assets.
"Confidential Information" — non-public business or technical information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including the Partner Knowledge Base and Commutifi customer information. It excludes information that is or becomes public without breach, was already known to the recipient, is independently developed, or is lawfully received from a third party.
"Customer" — a customer or prospective customer of Commutifi.
"Customer Data" — electronic data or information of a Customer that is processed through, or made accessible by, the Commutifi platform.
"Directory" — Commutifi's public listing of mobility vendors, including unclaimed listings.
"Enrollment Form" — the document signed by Commutifi and Partner under which Partner enrolls in the Program at an elected tier.
"Intellectual Property" — all patent, copyright, trademark, trade secret, and other proprietary rights.
"Order Form" — a separate written agreement between Commutifi and Partner governing a specific procurement of the Partner Solution under Section 4.
"Partner Marks" — Partner's name, logo, and brand assets.
"Partner Solution" — the products or services the Partner offers and that Partner makes available for promotion and potential procurement under the Program.
"Profile" — Partner's claimed profile page within the Commutifi platform.
"Program" — the Commutifi Partner Program described in these Terms.
"Tier" — the partnership level Partner elects on the Enrollment Form (Tier 1 Named, Tier 2 Integrated, or Tier 3 Credentialed), as further described in the Appendices.
The Program; Nature and Scope
a. What the Program is. The Program lets Commutifi promote the Partner and the Partner Solution to Customers, and lets Commutifi potentially procure the Partner Solution on a Customer's behalf, in exchange for the Partner's commitments at its elected Tier.
b. One-way program. The Program is not a mutual, reseller, co-sell, or revenue-sharing arrangement. Except for the limited license in Section 6, nothing in the Agreement grants Partner any right to resell, distribute, quote, co-sell, or otherwise represent or commercialize Commutifi or its products or services. Section 5 states this in full.
c. Tiers are cumulative but skippable. A Partner at a given Tier owes the obligations of that Tier and of every lower-numbered Tier. A Partner may enroll directly at any Tier without first holding a lower one. The Directory listing is not part of the Agreement (see Section 2(g)).
d. Tier changes. A change of Tier — including an upgrade a Partner becomes eligible for by completing tier requirements (for example, a Tier 1 Partner that completes a live integration becomes eligible for Tier 2) — takes effect only upon a Tier Change Addendum signed by both parties.
e. No guarantees. Commutifi will use commercially reasonable efforts to provide Partner the benefits applicable to its Tier, including listing, promotion, profile placement, procurement opportunities, and preferred status, as applicable. Commutifi does not promise any minimum level of deal flow or revenue, or that any Customer will procure or contract for the Partner Solution. Commutifi's efforts under this Section are subject to Section 12, and Commutifi retains discretion over the form, placement, and prioritization of promotion.
f. Non-exclusive; independent parties. The Agreement is non-exclusive; either party may enter similar arrangements with others. The Agreement creates no partnership, joint venture, agency, franchise, fiduciary, or employment relationship despite the term "partner," and neither party may bind or incur obligations on behalf of the other.
g. Directory listings. A Directory listing is an unclaimed listing Commutifi builds and maintains on its own. It is not governed by the Agreement and creates no obligations for either party.
h. Non-circumvention during procurement. Where Partner is engaged as a subcontractor to Commutifi in connection with a procurement under Section 4, Partner will not knowingly circumvent Commutifi with respect to the specific procurement opportunity and scope covered by the applicable Order Form by separately selling that same procured Partner Solution directly to that Customer during the engagement. This restriction does not apply to (i) existing Customer relationships or opportunities already in Partner's documented pipeline before Commutifi introduced the opportunity, in each case documented in writing at or before execution of the applicable Order Form, (ii) opportunities initiated by the Customer that do not arise from, and are not facilitated by, Commutifi's introduction of Partner to that Customer, or (iii) products or services outside the scope of the applicable Order Form, except products or services that Commutifi is then actively providing, or has quoted, to that Customer. Nothing in this Section restricts Partner from competing generally with Commutifi. This Section does not apply to a customer-direct contract under Section 4(e) that exists independently of a Commutifi procurement.
Promotion
Commutifi will use commercially reasonable efforts to list, profile, describe, and promote the Partner and the Partner Solution to Customers and across Commutifi's channels (including the Commutifi platform, the Directory, the Partner's Profile, and Commutifi's marketing) consistent with Partner's Tier. Commutifi will use the Partner Marks and Partner-submitted inputs for this purpose under the license in Section 6.
Procurement Framework
a. Procurement is permitted, not automatic. Partner agrees that Commutifi may procure the Partner Solution on behalf of a Customer. This Agreement does not give Commutifi the right to sell or procure the Partner Solution unilaterally or without the Partner's agreement on terms.
b. How a procurement happens. For any potential procurement, Commutifi will share the relevant opportunity details with Partner and the parties will agree pricing and scope on a per-contract basis. No procurement obligates either party until agreed in writing.
c. Separate Order Form governs. The scope, pricing, and commercial terms of any actual procured engagement are governed by a separate Order Form between Commutifi and Partner — not by this Agreement. This Agreement governs the Program relationship; the Order Form governs the procured work.
d. Generalized procurement protections. Whenever Commutifi procures the Partner Solution, and to the extent not otherwise addressed in the applicable Order Form, Partner will: (i) stand behind the Partner Solution and remain responsible for its own deliverables, performance, and results; (ii) provide the Partner Solution in a professional and workmanlike manner consistent with applicable industry standards and in compliance with applicable law; (iii) comply with Customer-facing obligations that relate to the Partner Solution (such as security, privacy, and service expectations) only to the extent those obligations are disclosed to Partner in writing and expressly accepted by Partner before execution of the applicable Order Form; and (iv) not make representations about Commutifi or the Commutifi platform beyond what Commutifi authorizes in writing. If a Customer imposes a new or modified obligation of this type during the term, the parties will negotiate in good faith over its adoption, and if Partner does not accept it, Commutifi may suspend or terminate the affected procurement without penalty.
e. Customer-direct contracts (outside this framework). Separately from procurement, a Customer may contract directly with Partner for the Partner Solution. Commutifi does not govern, and is not a party to, any such customer-direct contract, and the procurement provisions of this Section 4 do not apply to it. However, where a joint Customer requires it, Partner remains responsible for meeting the integration obligations described in the Appendices in connection with that customer-direct engagement. That customer-direct contract governs the Partner Solution provided to that Customer, including the handling of that Customer's data, and the Agreement does not add to Partner's obligations for that engagement other than those integration obligations. Data exchanged through an integration in connection with a customer-direct engagement is shared at the relevant Customer's direction, and each party is responsible for its own handling of the data it receives.
f. Procurement fee. Where Commutifi procures the Partner Solution on a Customer's behalf, Commutifi charges a procurement and management fee equal to five percent (5%) of the Partner Solution contract value, disclosed to and paid by the Customer. The fee is added on top of the Partner Solution's pass-through price and is not deducted from, or netted against, the amounts payable to Partner. Unless the applicable Order Form states a different figure, the fee is 5%. Each Order Form states the Partner Solution price (passed through to the Customer), the 5% procurement fee, and the total payable by the Customer.
No Reseller; No Mutual Obligations
Except for the limited license in Section 6 and the integration access right in Appendix 2, nothing in the Agreement: (a) grants Partner any right to resell, distribute, sublicense, quote, co-sell, market, or otherwise commercialize Commutifi or its products or services; (b) grants Partner any license to Commutifi's Intellectual Property or the Commutifi platform; (c) entitles Partner to any commission, royalty, referral fee, or revenue share; or (d) authorizes Partner to act as Commutifi's agent or to make commitments on Commutifi's behalf. Commutifi assumes no obligation to market, resell, or promote Partner except as expressly stated in the Agreement.
License to Use Names, Logos & Marketing Inputs
a. Partner's grant to Commutifi. Partner grants Commutifi a non-exclusive, worldwide, royalty-free, revocable license, during the term, to use, display, reproduce, and distribute the Partner Marks and the brand assets, descriptions, sales contacts, and other profile and marketing inputs Partner submits, solely to operate the Program and to list, profile, and promote the Partner and the Partner Solution to Customers. Commutifi will follow Partner's written brand guidelines where provided.
b. Commutifi's grant to Partner (program participation only). Commutifi grants Partner a non-exclusive, non-transferable, revocable license, during the term, to use the Commutifi Marks solely to truthfully reference Partner's participation in the Program (for example, to state that Partner is a Commutifi partner at its applicable Tier and to market that participation). Partner will follow Commutifi's written brand guidelines where provided. This license does not authorize Partner to resell, co-sell, or represent Commutifi or its products, to imply endorsement of the Partner Solution beyond Partner's Program status, or to use the Commutifi Marks in any other manner. Partner will not register or use any confusingly similar mark or domain.
c. Reservation. Each party reserves all rights in its marks not expressly granted. Upon termination, each party will stop using the other's marks except as required by law or for non-misleading historical reference.
Confidentiality
a. Use and protection. Each party (as recipient) will protect the other's Confidential Information with at least reasonable care, will use it only to exercise its rights and perform its obligations under the Agreement, and will not disclose it except to its personnel and advisors who need it and are bound by comparable confidentiality obligations. The recipient is responsible for their compliance.
b. Compelled disclosure. The recipient may disclose Confidential Information to the extent required by law, provided it gives reasonable prior notice where legally permitted.
c. Return or destruction. On the discloser's written request or on termination, the recipient will return or destroy the discloser's Confidential Information, except for copies retained under routine backup or legal-retention practices, which remain subject to this Section.
d. Equitable relief. Either party may seek injunctive relief for a breach or threatened breach of this Section.
Intellectual Property
a. Each party keeps its own. As between the parties, each retains all right, title, and interest in and to its own Intellectual Property. The Agreement transfers no ownership.
b. No grant beyond what's stated. The only licenses granted are the marketing/profile license in Section 6, the integration access right in Appendix 2, and the Partner Knowledge Base license in Appendix 3. Commutifi acquires no rights in the Partner Solution or Partner's Intellectual Property beyond those licenses, and Partner acquires no rights in Commutifi's Intellectual Property.
c. Feedback. If either party gives the other suggestions or feedback about the other's products or the Program, the receiving party may use that feedback without restriction or obligation.
Warranties & Compliance
a. Mutual. Each party warrants that it has authority to enter the Agreement and will comply with all laws applicable to its performance, including anti-bribery, anti-corruption, and trade-sanctions/export-control laws, and that it is not a restricted or sanctioned party.
b. Data sharing. Where a party shares personal data of third parties or of the other party's personnel, it warrants that it has the rights and any required consents to do so, and will inform the other party without undue delay of any withdrawal of consent affecting the shared data.
c. Disclaimer. Except as expressly stated, neither party makes any warranty of any kind, express, implied, or statutory, and each disclaims the implied warranties of merchantability and fitness for a particular purpose. Neither party may make representations or warranties on the other's behalf.
Indemnification
a. By Partner. Partner will defend Commutifi against, and indemnify it from, third-party claims arising out of (i) the Partner Solution or Partner's products or services, including any allegation that they infringe or misappropriate a third party's Intellectual Property; (ii) any representation, warranty, or commitment Partner makes about Commutifi or the Commutifi platform that Commutifi did not authorize in writing; and (iii) Partner's breach of Section 9 (Warranties & Compliance) or the Partner Security Terms.
b. By Commutifi. Commutifi will defend Partner against, and indemnify it from, third-party claims alleging that the Commutifi Marks or the Commutifi platform, as provided by Commutifi, infringe or misappropriate a third party's Intellectual Property.
c. Process. The indemnified party will promptly notify the indemnifying party, allow it to control the defense and settlement (subject to not settling in a way that imposes obligations or admissions on the indemnified party without consent), and provide reasonable cooperation at the indemnifying party's expense.
Limitation of Liability
a. Liability cap. Except for amounts payable under an applicable Order Form (Section 4) and the exceptions in Section 11(c), each party's aggregate liability arising out of or relating to the Agreement, including indemnification obligations under Section 10, is limited to the documented, direct out-of-pocket costs the other party reasonably incurred in connection with the Program, provided that each party's aggregate liability for (i) its indemnification obligations under Section 10 and (ii) breach of the Partner Security Terms will not exceed USD $250,000. Liability arising under a procured transaction will be governed by the applicable Order Form.
b. Excluded damages. In no event will either party be liable for indirect, incidental, consequential, or punitive damages.
c. Exceptions. Nothing in this Section limits liability for death or personal injury caused by negligence, fraud or willful misconduct, or a party's infringement or misappropriation of the other's Intellectual Property.
Good Standing, Downgrade, Suspension & Removal
a. Good standing. To remain in good standing at its Tier, Partner must meet and maintain the obligations of that Tier (and all lower Tiers), including the time-bound commitments stated in the applicable Appendix.
b. Proportionate response. If Partner fails to meet or maintain a Tier requirement, Commutifi may, acting in good faith: (i) give Partner written notice and a reasonable opportunity to cure where the failure is curable; and, if not timely cured, (ii) downgrade Partner to a lower Tier, suspend Partner's Program benefits, or remove Partner from the Program, including delisting the Partner's Profile.
c. Immediate action. Commutifi may suspend or remove Partner without a cure period where required to protect Customers, comply with law, or address a security risk, fraud, or material reputational harm reasonably attributable to Partner that is reasonably likely to cause material harm to Commutifi or a Customer, and will promptly notify Partner in writing of the basis for the action where legally and practically permitted.
d. Effect. A downgrade adjusts Partner's obligations and benefits to the lower Tier prospectively. Removal ends Partner's participation and the licenses in Section 6.
Term & Termination
a. Term. The Agreement begins on the Effective Date stated in the Enrollment Form and continues through the initial term and any renewal terms until terminated.
b. Termination. Either party may terminate the Agreement: (i) for the other's material breach not cured within 30 days of written notice; or (ii) immediately if the other becomes insolvent or subject to bankruptcy or similar proceedings. Commutifi may also remove Partner under Section 12. Either party may terminate for convenience on 30 days' written notice.
c. Updates to these Terms. Commutifi may make non-material administrative updates to these Terms from time to time and will notify Partner (for example, by email or a general partner communication). Such non-material updates take effect 30 days after notice. Any update that materially increases Partner's obligations, materially reduces Partner's benefits, or changes the commercial terms of the Agreement will take effect only upon mutual written agreement or, at Commutifi's option, at the start of the next renewal term, except to the extent a change is required by applicable law or to address an urgent security risk.
d. Effect of termination. On termination, Partner ceases to be a Program participant, each party stops using the other's marks (subject to Section 6(c)), and Partner's Profile is delisted. Sections 5, 7, 8, 9(c), 10, 11, and 13(d), and any accrued rights, survive.
General Provisions
a. Assignment. Neither party may assign the Agreement without the other's prior written consent, except to an affiliate or to a successor in a merger, acquisition, change of control, or sale of substantially all assets. If such successor is a direct competitor of the non-assigning party, the non-assigning party may terminate the Agreement on 30 days' written notice following notice of the assignment.
b. Governing law; venue. The Agreement is governed by the laws of the State of Colorado, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Boulder County, Colorado, and each waives any objection to venue and any right to a jury trial.
c. Notices. Notices must be in writing and sent to the addresses on the Enrollment Form (for Commutifi: Blucar LLC d/b/a Commutifi, PO Box 1070, Boulder, Colorado 80306), and are effective on personal delivery, confirmed email, or three days after mailing by certified mail.
d. Force majeure. Neither party is liable for delays or failures (other than payment obligations) caused by events beyond its reasonable control.
e. Counterparts; e-signatures. The Agreement may be signed in counterparts and by electronic signature, each of which is binding.
f. Order of precedence. In a conflict, the Enrollment Form controls over the Appendices, which control over these Terms.
g. Entire agreement; waiver; severability. The Agreement is the entire agreement on its subject matter and supersedes prior understandings. A waiver must be in writing. If any provision is unenforceable, the rest remains in effect and the parties will replace it with an enforceable provision of similar intent.
Appendix 1 — Tier 1 (Named)
A Tier 1 (Named) Partner has a claimed Profile formalized by a signed Enrollment Form. (General terms — including the marketing/logo license — are in the body of these Terms and are not repeated here.)
Partner obligations
a. Profile and brand inputs. Provide and keep reasonably current the brand assets, description, and other inputs Commutifi needs for the Partner's Profile, and designate a named sales contact and keep that contact information current.
b. 90-day integration commitment (SLA). When a Customer contract requires integration between the Partner Solution and the Commutifi platform, Partner will use commercially reasonable efforts to build a live, working integration with the Commutifi platform within 90 days after the later of (i) the applicable Customer contract being signed and (ii) Commutifi providing the technical documentation, credentials, access, and other dependencies reasonably required for Partner to begin the integration. Delays caused by Commutifi, the Customer, or other dependencies outside Partner's reasonable control will extend the 90-day period on a day-for-day basis.
c. Good standing. Maintain an accurate Profile and current sales contact, and meet the 90-day commitment each time it is triggered.
What Partner receives
d. A claimed Profile page within the Commutifi platform; and
e. Inbound promotion to Commutifi's Customers under Section 3.
Tier 1 → Tier 2 upgrade
f. Once Partner completes and maintains a live production integration under Section (b), Partner meets the Tier 2 requirements and becomes eligible to upgrade to Tier 2 (Integrated). The upgrade takes effect upon a Tier Change Addendum signed by both parties.
Good-standing failure
g. Failure to meet the 90-day commitment or to maintain an accurate Profile is a good-standing failure subject to Section 12 (notice and cure, then downgrade, suspension, or removal).
Appendix 2 — Tier 2 (Integrated)
A Tier 2 (Integrated) Partner has built, or is within the onboarding window in Section (b) to build, and maintains, a live production integration with the Commutifi platform. Tier 2 includes all Tier 1 obligations.
Partner obligations
a. Build and maintain a live integration. Maintain a live, production-grade integration with the Commutifi platform that remains functional and commercially supported throughout the term.
b. Onboarding window. A Partner that enrolls directly at Tier 2, or upgrades to Tier 2, without a live integration already in place will make the integration live within 90 days of the Effective Date (or, for an upgrade, the date of the Tier Change Addendum), or within such other period as the parties agree in writing. During that window Partner will not be treated as failing to meet this Appendix, or as out of good standing under Section 12, for not yet having a live integration. The window extends on a day-for-day basis for delays caused by Commutifi, the Customer, or other dependencies outside Partner's reasonable control. Section 12 applies if the integration is not live at the end of the window.
c. Maintenance and availability. Keep the integration in good working order, monitor it, and provide commercially reasonable support. Promptly notify Commutifi if the integration breaks, materially degrades, or is to be deprecated, and remediate within a reasonable cure period.
d. Deprecation. Give Commutifi reasonable advance written notice before deprecating or materially changing the integration, and cooperate on transition.
e. Costs. Each party bears its own costs of building, maintaining, and supporting the integration.
What Partner receives
f. Platform access to build the integration. Commutifi grants Partner a limited, non-exclusive, non-transferable, revocable license, during the term, to access and use the Commutifi platform APIs and the associated technical documentation solely to build, test, maintain, and support the integration. Partner will comply with Commutifi's reasonable technical, access, and security requirements. As between the parties, each party retains ownership of the components of the integration it develops, consistent with Section 8. Commutifi may suspend access under Section 12(c) or Appendix S(d).
g. Instant-launch ("turn it on") status — the Partner Solution can be enabled for Customers without build delay; and
h. all Tier 1 benefits.
Good-standing failure
i. If the integration goes dark, is materially unsupported, or is deprecated without an agreed path, that is a good-standing failure subject to Section 12 — which may include downgrade to Tier 1, suspension, or removal.
Appendix 3 — Tier 3 (Credentialed)
A Tier 3 (Credentialed) Partner is certified to deliver within the Commutifi framework. Tier 3 includes all Tier 1 and Tier 2 obligations. ("PREFERRED" status partner.)
Partner obligations
a. Credentialed staff. Maintain at least three (3) staff who are credentialed through Commutifi's formal credentialing program, as that program exists on the Effective Date and as it may be reasonably updated from time to time; provided that any material change that increases Partner's credentialing burden will not apply until the next renewal term unless mutually agreed in writing. If credentialed headcount drops below three, Partner will restore it within a reasonable cure period.
b. Knowledge Base. Maintain Partner's knowledge base — sales materials, indicative pricing or quoting guidelines approved by Partner, and supporting detail (the "Partner Knowledge Base") — within Commutifi's systems, and keep it reasonably current, to support faster support, quoting, and promotion.
c. Knowledge Base license. Partner grants Commutifi a non-exclusive, worldwide, royalty-free, revocable license, during the term, to store, use, reproduce, and internally display the Partner Knowledge Base to support and promote the Partner Solution to Customers and to prepare non-binding indicative quotes consistent with Partner-approved quoting guidelines. Commutifi may not issue a binding quote, pricing commitment, or other commercial commitment on Partner's behalf without Partner's prior written approval. On termination, Commutifi may retain and use the Partner Knowledge Base solely as needed to support in-flight Customer engagements, and will otherwise cease use; the Partner Knowledge Base remains Partner's Confidential Information and Intellectual Property.
d. Joint planning. Participate in joint business planning and ongoing collaboration with the Partner's dedicated Commutifi counterpart.
What Partner receives
e. Preferred-partner status;
f. custom go-to-market and joint business planning;
g. a dedicated Commutifi counterpart and dedicated support; and
h. all Tier 1 and Tier 2 benefits.
Good-standing failure
i. If credentialed headcount falls below three and is not timely restored, or the Partner Knowledge Base is not maintained, that is a good-standing failure subject to Section 12 — which may include loss of preferred status, downgrade to Tier 2, suspension, or removal.
Appendix S — Partner Security Terms
These Partner Security Terms supplement the Agreement and apply to Customer Data that Partner accesses through the Commutifi platform or under an Order Form — in practice, an integrated Partner (Tier 2 or above) and any Partner whose Solution is procured through Commutifi. They do not apply to data Partner receives under a customer-direct contract governed by Section 4(e), which is governed by that contract. A profile-only Tier 1 Partner with no access to Customer Data is not subject to these terms while that remains the case.
a. Security program. While Partner has access to Customer Data, Partner will maintain a formal, industry-standard security program designed to ensure the security and integrity of Customer Data, protect against threats to it, and prevent unauthorized access, and will not materially weaken that program during the term. Partner is responsible for ensuring that any subcontractor it relies on to handle Customer Data maintains comparable protections.
b. Breach notification. If Partner discovers an actual unauthorized access to, loss of, or disclosure of Customer Data or Commutifi Confidential Information, or a reasonably suspected incident that is reasonably likely to materially affect such data or information (a "Security Breach"), Partner will notify Commutifi as quickly as reasonably possible and in any event within 24 hours of discovery (unless law enforcement directs otherwise), and will reasonably cooperate in investigation, remediation, and any required notifications. An initial notice may be based on information then available and will not constitute an admission of fault or liability. Each party bears the remediation costs to the extent the breach was caused by it.
c. Background checks. Unless prohibited by law, Partner will conduct industry-standard background checks (including criminal checks and education/employment verification) on personnel who will access Customer Data, and will not knowingly assign anyone to access Customer Data who has been convicted of a violent crime or a crime involving theft, dishonesty, breach of trust, or money laundering.
d. Suspension for imminent risk. If Commutifi reasonably determines that Partner's systems or software pose an imminent security risk to Commutifi or a Customer, Commutifi may suspend Partner's access until the risk is remediated to Commutifi's reasonable satisfaction, and will notify Partner where practicable.
e. Assurance. On Commutifi's reasonable request (not more than annually absent a Security Breach or reasonable suspicion of breach), Partner will provide its current SOC 2 report (or industry-standard successor) if available, or otherwise complete a reasonable security questionnaire, and will reasonably cooperate with the review.