Business Partner Terms of Service

1. Introduction and Agreement

These Business Partner Terms of Service ("Terms") govern the relationship between Eric Thomas Tech Solutions LLC d/b/a Seaway Technologies ("Seaway Technologies," "we," "us," or "our") and the independently owned business ("Business Partner" or "you") participating in the Drift platform ("Drift" or the "App").

By submitting a Drift onboarding form, agreeing to participate via email or phone communication with Seaway Technologies, or by having your business listed on the Drift platform, you agree to be bound by these Terms. These Terms constitute a legally binding agreement between you and Seaway Technologies. If you do not agree to these Terms, do not participate in the Drift platform.

These Terms should be read alongside any supplementary documentation provided by Seaway Technologies, including business onboarding guides and passcard content standards. In the event of a conflict between these Terms and supplementary documentation, these Terms control.

2. The Drift Platform

2.1 What Drift Is

Drift is a subscription-based local business discovery application that connects consumers with independently owned businesses in their community. Consumers pay a monthly or annual subscription fee to access exclusive offers and deals ("Passcards") from participating Business Partners. Drift is designed exclusively for independently owned businesses — national chains and franchise locations are not eligible to participate.

2.2 Cost to Business Partners

Participation in the Drift platform is and will remain free of charge for Business Partners. Seaway Technologies does not charge commissions, listing fees, transaction fees, or any other fees to Business Partners in connection with participation in Drift. This is a core commitment of the Drift platform and will not change without substantial advance notice to all active Business Partners.

2.3 Nature of the Relationship

Seaway Technologies operates as a platform provider. Business Partners are independent businesses and are not employees, agents, partners, or joint venturers of Seaway Technologies. Seaway Technologies does not direct or control the day-to-day operations of any Business Partner and is not responsible for the products, services, or conduct of any Business Partner.

3. Onboarding and Eligibility

3.1 Eligibility

To participate in Drift, your business must:

• Be independently owned and operated (not a franchise or corporate chain location)
• Be physically located within Drift's active service area at the time of onboarding
• Be in good legal standing and hold all required licenses and permits to operate
• Have an authorized representative with legal authority to enter into these Terms on the business's behalf

This eligibility requirement must be maintained throughout the Business Partner's participation in Drift, not only satisfied at the time of onboarding. If a Business Partner's ownership structure changes such that the business is no longer independently owned and operated — including through acquisition by a franchise, chain, or corporate entity — Seaway Technologies reserves the right to remove the business from the platform in accordance with Section 9.3.

3.2 Onboarding Process

Business Partners may initiate onboarding by:

• Submitting the Drift business onboarding form at driftpass.app
• Contacting Seaway Technologies directly at contact@driftpass.app or by phone

Seaway Technologies reserves the right to accept or decline any business's application to participate in Drift at our sole discretion. Submission of an onboarding form does not guarantee inclusion in the platform.

3.3 Accurate Information

You represent and warrant that all information submitted during onboarding and maintained on your business profile — including business name, address, hours of operation, contact information, and deal descriptions — is accurate, current, and complete. You are responsible for keeping this information up to date. Seaway Technologies is not liable for issues arising from inaccurate or outdated business information.

4. Passcard Requirements and Content Standards

4.1 Minimum Participation Requirement

To maintain active status on the Drift platform, Business Partners are required to offer at least one active Passcard with a genuine value of no less than $5.00 for a minimum of six (6) months out of each calendar year. This requirement exists to ensure that Drift subscribers receive meaningful value from their subscription.

If a Business Partner falls below this minimum participation threshold, Seaway Technologies will provide written notice and a thirty (30) day cure period to bring the Business Partner into compliance. If the Business Partner fails to remedy the deficiency within the cure period, Seaway Technologies reserves the right to suspend or remove the business from the platform.

4.2 Passcard Content Standards

All Passcards submitted by Business Partners are subject to review and approval by Seaway Technologies prior to publication. Seaway Technologies reserves the right to refuse to publish any Passcard that, in our sole judgment:

• Does not provide genuine value to Drift subscribers (minimum $5.00 value)
• Is excessively restrictive in its redemption terms
• Contains inaccurate, misleading, or deceptive descriptions
• Violates any applicable law or regulation
• Is inconsistent with Drift's brand standards or community values
• Would reflect negatively on the Drift platform or its users

Seaway Technologies will communicate the basis for any refusal and will work in good faith with the Business Partner to develop an acceptable alternative where possible.

4.3 Accuracy and Honest Representation

Business Partners must ensure that all Passcard offers are accurately described and genuinely available to Drift subscribers upon presentation of a valid Drift Pass. Bait-and-switch practices — including advertising an offer that is not honored at the point of redemption, substituting materially inferior offers, or imposing undisclosed conditions — are strictly prohibited and constitute grounds for immediate termination under Section 9.2.

4.4 Modification or Cancellation of Active Passcards

Business Partners who wish to modify or cancel an active Passcard must provide Seaway Technologies with at least fourteen (14) days' written notice via email to contact@driftpass.app prior to the intended change.

Seaway Technologies reserves the right to review and respond to any requested modification or cancellation. We will make reasonable efforts to accommodate legitimate business needs and will work in good faith toward a mutually acceptable resolution. We may decline a requested modification or cancellation where doing so would materially harm the value proposition offered to active Drift subscribers, particularly where subscribers may have relied on the availability of a specific offer.

This provision is intended to protect the integrity of the Drift platform and the reasonable expectations of subscribers, not to trap businesses in obligations that are no longer workable. We will always seek a fair outcome.

5. Honoring Passcards

5.1 Obligation to Honor Valid Redemptions

Business Partners agree to honor all valid Passcard redemptions presented by Drift subscribers in accordance with the published terms of the offer. A redemption is considered valid when the subscriber presents an active, unexpired Drift Pass through the App in accordance with the deal's stated terms.

5.2 Redemption Terms

Business Partners set their own redemption terms, including expiration dates, refresh rates (e.g., how frequently a deal becomes available to the same subscriber), and any reasonable restrictions. These terms must be clearly disclosed in the Passcard description and are subject to Seaway Technologies' review under Section 4.2.

5.3 Disputed Redemptions

If a subscriber contacts Seaway Technologies claiming that a valid Passcard redemption was improperly refused, Seaway Technologies will notify the Business Partner and provide an opportunity to respond. Seaway Technologies will make a good faith effort to mediate a resolution. Repeated or bad-faith refusals to honor valid redemptions constitute grounds for termination under Section 9.2.

6. Brand and Marketing

6.1 Drift Brand License

Seaway Technologies grants Business Partners a limited, non-exclusive, non-transferable, revocable license to use the Drift name and approved Drift logo solely for the purpose of indicating participation in the Drift platform (e.g., "Find us on Drift" window signage, social media posts, or in-store materials).

Seaway Technologies will provide approved brand assets directly to Business Partners. Business Partners must use only the approved assets and may not alter, modify, or create derivative versions of the Drift logo or brand materials without prior written approval from Seaway Technologies.

6.2 Prohibited Brand Use

Business Partners may not use the Drift name or logo in any manner that:

• Implies a deeper affiliation, partnership, or endorsement beyond platform participation
• Is used in connection with products, services, or causes not related to the business's Drift participation
• Could be misleading to consumers regarding the nature of the relationship with Seaway Technologies
• Reflects negatively on the Drift brand or Seaway Technologies

This license terminates automatically upon removal of the Business Partner from the Drift platform.

6.3 Business Partner Listing

By participating in Drift, Business Partners grant Seaway Technologies a non-exclusive, royalty-free license to display the business's name, logo, description, photos, and deal information within the Drift App and on related marketing materials for the purpose of promoting the business and the Drift platform.

7. Data and Privacy

7.1 Business Information

Seaway Technologies collects and stores business information submitted during onboarding and maintained throughout the business relationship, including business name, address, contact information, hours of operation, and Passcard details. This information is used to operate and improve the Drift platform.

7.2 Redemption Data

Seaway Technologies tracks Passcard redemption activity on the platform for internal operational purposes, including platform integrity, fraud prevention, and product improvement. Redemption data is not currently made available to Business Partners through the App. Seaway Technologies may provide aggregated or anonymized insights to Business Partners in the future at our discretion.

7.3 No Sale of Business Data

Seaway Technologies does not sell Business Partner information to third parties. Business information may be shared with third-party service providers solely as necessary to operate the platform (e.g., hosting and infrastructure services), subject to appropriate confidentiality obligations.

8. Representations and Warranties

By participating in Drift, you represent and warrant that:

• You have full legal authority to enter into these Terms on behalf of the business
• Your business is in compliance with all applicable federal, state, and local laws and regulations
• All information submitted to Seaway Technologies is accurate and not misleading
• Your participation in Drift and the offers you provide do not infringe upon the intellectual property or other rights of any third party
• You will maintain all required licenses, permits, and insurance necessary to operate your business throughout your participation in Drift
• You will remain independently owned and operated (not become part of a franchise or corporate chain) throughout your participation in Drift

9. Termination

9.1 Termination by Business Partner

Participation in Drift is fully at-will. Business Partners may withdraw from the platform at any time by providing written notice to Seaway Technologies at contact@driftpass.app. Seaway Technologies will remove the business listing from the App within a reasonable time following receipt of notice. Any active Passcard cancellations remain subject to the notice-and-negotiation requirements of Section 4.4. In the event of full platform withdrawal, Seaway Technologies will work expeditiously to resolve any outstanding Passcard obligations and will not unreasonably delay a Business Partner's exit from the platform.

9.2 Immediate Termination by Seaway Technologies

Seaway Technologies reserves the right to immediately suspend or permanently remove a Business Partner from the platform, without prior notice or cure period, for serious violations including but not limited to:

• Bait-and-switch practices or intentional misrepresentation of Passcard offers
• Repeated or bad-faith refusal to honor valid Passcard redemptions
• Fraudulent activity or conduct intended to harm Drift subscribers
• Conduct that poses a risk to the safety, wellbeing, or interests of Drift subscribers
• Violation of applicable law in connection with platform participation
• Actions that materially damage the reputation or integrity of the Drift platform

9.3 Termination with Cure Period

For less serious violations of these Terms — including failure to meet the minimum participation requirements of Section 4.1 or failure to maintain the eligibility requirements of Section 3.1 — Seaway Technologies will provide written notice of the violation and a thirty (30) day cure period. If the violation is not remedied within the cure period, Seaway Technologies may suspend or remove the business from the platform.

9.4 Effect of Termination

Upon termination, the Business Partner's listing and all associated Passcards will be removed from the Drift platform. The limited brand license granted under Section 6.1 terminates immediately. Sections 8 (Representations and Warranties), 10 (Indemnification), 11 (Limitation of Liability), and 13 (Governing Law) survive termination.

10. Indemnification

Business Partner agrees to indemnify, defend, and hold harmless Seaway Technologies and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of these Terms
• Your failure to honor valid Passcard redemptions
• Inaccurate or misleading Passcard descriptions or business information
• Your violation of any applicable law or regulation
• Any claim by a Drift subscriber arising from your acts or omissions as a Business Partner

Seaway Technologies will provide prompt written notice of any claim subject to indemnification and will cooperate reasonably in the defense of such claim.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SEAWAY TECHNOLOGIES SHALL NOT BE LIABLE TO ANY BUSINESS PARTNER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO PARTICIPATION IN THE DRIFT PLATFORM, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, OR LOSS OF BUSINESS OPPORTUNITY.

SEAWAY TECHNOLOGIES MAKES NO GUARANTEE OF ANY MINIMUM NUMBER OF APP USERS, SUBSCRIBER REACH, PASSCARD VIEWS, REDEMPTIONS, OR RESULTING CUSTOMER VISITS OR REVENUE FOR ANY BUSINESS PARTNER. THE VALUE OF DRIFT PARTICIPATION DEPENDS ON MANY FACTORS OUTSIDE OF SEAWAY TECHNOLOGIES' CONTROL, AND WE MAKE NO WARRANTIES IN THIS REGARD.

IN NO EVENT SHALL SEAWAY TECHNOLOGIES' TOTAL LIABILITY TO A BUSINESS PARTNER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS EXCEED FIVE HUNDRED DOLLARS ($500.00).

12. Modifications to Terms

Seaway Technologies reserves the right to modify these Terms at any time. If we make material changes, we will provide at least 14 days' advance notice via email to the contact address on file for the Business Partner and/or via in-app or platform notification.

Continued participation in the Drift platform after the effective date of any revised Terms constitutes acceptance of the changes. If a Business Partner does not agree to the revised Terms, they may withdraw from the platform in accordance with Section 9.1 before the changes take effect.

13. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict of law provisions.

Any dispute arising out of or related to these Terms or a Business Partner's participation in the Drift platform shall be resolved exclusively in the state or federal courts located in the State of Wisconsin. Both parties consent to the personal jurisdiction of such courts.

Before initiating any legal proceeding, both parties agree to first attempt to resolve the dispute informally. The party raising the dispute shall provide written notice to the other party describing the nature of the dispute, and both parties will make a good faith effort to reach a resolution within thirty (30) days of such notice.

14. Miscellaneous

14.1 Entire Agreement

These Terms, together with any supplementary onboarding documentation provided by Seaway Technologies, constitute the entire agreement between the parties regarding Business Partner participation in the Drift platform and supersede all prior agreements and understandings on this subject.

14.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

14.3 Waiver

Seaway Technologies' failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision. Any waiver must be in writing to be effective.

14.4 No Transfer

Business Partner may not assign or transfer its rights or obligations under these Terms without the prior written consent of Seaway Technologies. These Terms are personal to the Business Partner and do not transfer to any successor business, new owner, or third party without express written agreement.

14.5 Contact

For questions about these Terms or your participation in Drift, please contact us:

Eric Thomas Tech Solutions LLC d/b/a Seaway Technologies
Email: contact@driftpass.app
Website: driftpass.app

— End of Business Partner Terms of Service —