ManagedWay

Channel Partner Agreement

This Channel Partner Agreement (the “Agreement” or “CPA”) sets forth the terms governing the relationship between ManagedWay Company, a Michigan corporation (“ManagedWay,” “we,” or “us”), and the individual or entity identified on the Order Form as the channel partner (“Channel Partner” or “You”). By signing an Order Form referencing this Agreement, by accepting compensation from ManagedWay under this Agreement, or by introducing customers to ManagedWay following the Effective Date, Channel Partner agrees to be bound by this Agreement.

1. Definitions

  • “Affiliate” means an entity that controls, is controlled by, or is under common control with a party.
  • “Approved Materials” means sales and marketing materials provided or approved in writing by ManagedWay for Channel Partner’s use.
  • “Commission Schedule” means the schedule of commission rates and payment terms applicable to a Channel Partner, consisting of the Standard Commission Schedule and any partner-specific override on the Channel Partner’s Order Form.
  • “Customer-Direct Election” has the meaning given in Section 7.
  • “Renewal Ladder” means the multiplier schedule set forth in the Standard Commission Schedule that reduces a Channel Partner’s commission rate at each successive renewal of a Service.
  • “Standard Commission Schedule” means the published rate card maintained by ManagedWay at /standard-commission-schedule, as amended from time to time, governing commissions payable to all Channel Partners unless an Order Form expressly overrides specific terms.
  • “Commissionable Revenue” means the recurring charges actually invoiced AND collected from a Registered Customer for ManagedWay Services, excluding (a) taxes, surcharges, regulatory recovery fees, pass-through charges, and other amounts not retained by ManagedWay; (b) non-recurring charges unless expressly identified as commissionable in the Commission Schedule; (c) credits, refunds, chargebacks, and write-offs; and (d) amounts subject to billing disputes during the pendency of the dispute.
  • “Customer” means an end-customer of ManagedWay.
  • “Effective Date” means the date the Order Form is fully executed.
  • “Order Form” means the written or electronic order, schedule, or addendum that identifies the Channel Partner and the Commission Schedule.
  • “Registered Customer” means a Customer for whom Channel Partner is the deal-registered party at the time of the Customer’s Order Form acceptance with ManagedWay.
  • “Services” means any product or service offered by ManagedWay, as identified in the ManagedWay service catalog from time to time.
  • “Term” has the meaning given in Section 15.

2. Appointment and Independence

ManagedWay appoints Channel Partner on a non-exclusive basis to introduce prospective Customers to ManagedWay and to assist in the sale of Services in accordance with this Agreement.

Channel Partner is an independent contractor. Nothing in this Agreement creates an employment relationship, partnership, joint venture, agency, fiduciary relationship, or franchise. Channel Partner has no authority to bind ManagedWay to any contract, commitment, representation, or warranty, and Channel Partner shall not hold itself out as having any such authority.

Channel Partner is responsible for the acts and omissions of its employees, contractors, sub-agents, and affiliates as if they were its own.

3. Permitted Activities

Channel Partner may:

  1. Introduce prospective Customers to ManagedWay;
  2. Present Approved Materials and accurate descriptions of the Services;
  3. Refer prospective Customers to ManagedWay’s quoting, ordering, and contracting processes;
  4. Participate in joint sales calls and Customer meetings at ManagedWay’s invitation; and
  5. Identify itself in Customer communications as an authorized referral source or channel partner for ManagedWay, consistent with Section 11.

4. Prohibited Activities

Channel Partner shall not:

  1. Make any representation, warranty, guarantee, or commitment on behalf of ManagedWay other than what is expressly stated in Approved Materials and the customer-facing ManagedWay legal documents (the MSA, SLA, AUP, and Privacy Policy);
  2. Quote pricing, service levels, terms, or conditions that differ from those published by ManagedWay or expressly authorized in writing;
  3. Sign contracts on behalf of ManagedWay or hold itself out as having authority to do so;
  4. Disclose ManagedWay’s pricing, technical specifications, customer lists, commission rates, or other confidential information except as permitted by Section 9;
  5. Sell, offer, or promote any product or service that competes with the Services to a Registered Customer during the Term or for twelve (12) months following termination, except where the Customer has affirmatively requested the competing product;
  6. Engage in marketing or outreach activities that violate applicable law, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM, do-not-call registries, anti-spam laws of any jurisdiction, the U.S. Foreign Corrupt Practices Act, or any other anti-bribery or anti-corruption law;
  7. Use ManagedWay’s trademarks, service marks, logos, or brand assets except in accordance with Section 11; or
  8. Take any action that interferes with ManagedWay’s direct relationship with any Customer.

5. Deal Registration

Channel Partner may register a prospective Customer by submitting deal registration information to ManagedWay through the process ManagedWay designates. ManagedWay will confirm or deny registration in writing within seven (7) business days. A confirmed registration grants the registering Channel Partner a non-exclusive priority on the named opportunity for ninety (90) days from confirmation. If the prospective Customer does not become a Registered Customer of ManagedWay within ninety (90) days, the registration expires and the opportunity is open.

ManagedWay reserves sole discretion to deny, modify, or terminate any registration where (a) the prospective Customer is already engaged with ManagedWay directly or through another channel partner, (b) the registration is duplicative or contested, or (c) ManagedWay determines that registration is not in its commercial interest. ManagedWay’s determination of registration eligibility is final.

Anti-flipping. Once a Customer is a Registered Customer of a Channel Partner, the Customer’s deal registration may not be transferred or reassigned to a different channel partner (including a different sub-agent of the same master agent) for any purpose, including without limitation resetting clawback windows, restoring expired registrations, or restarting the Renewal Ladder. A Customer changes Channel Partner of record only through a Customer-Direct Election under Section 7, through expiration of registration under the Inactive Customer Expiration rule, or through ManagedWay’s express written reassignment in its sole discretion.

6. Customer Ownership

All Customers are Customers of ManagedWay, not of Channel Partner. ManagedWay owns the customer relationship, the customer account, all customer data, and the contractual rights to bill, support, modify, terminate, and renew the Customer’s Services. Channel Partner has no proprietary, contractual, beneficial, or equitable interest in any Customer. Channel Partner’s sole right with respect to any Customer under this Agreement is the right to receive commission for Commissionable Revenue, subject to the terms of this Agreement.

Single Channel Partner per Customer. Each Customer has exactly one Channel Partner of record at any time. ManagedWay does not pay commission to more than one Channel Partner on the same Customer or the same Service, regardless of any claims, introductions, or interactions that any other channel partner may assert. The Channel Partner of record is the partner identified on the Customer’s confirmed deal registration at the time of Service Commencement, subject to Sections 5 (Anti-Flipping), 7 (Customer-Direct Election), and the Inactive Customer Expiration rule.

No retroactive claims. A Channel Partner has no right to commission on a Customer that the Channel Partner did not deal-register before Service Commencement. Introductions, referrals, marketing exposure, or other indirect contact with a Customer that did not result in a confirmed deal registration prior to Service Commencement do not create any commission claim.

7. Commissions

7.1 Standard Commission Schedule. Subject to the terms of this Agreement, ManagedWay will pay Channel Partner commission on Commissionable Revenue from Registered Customers in accordance with the Standard Commission Schedule, as amended from time to time, together with any partner-specific override on the Channel Partner’s Order Form. Amendments to the Standard Commission Schedule apply prospectively to new Registered Customers and to new Services added by existing Registered Customers after the amendment effective date.

7.2 Lifetime Locked Rate. The base commission rate established for a Registered Customer’s Service at the time of original deal registration continues to govern that Service for the life of the Customer’s continuous use of that Service, regardless of subsequent amendments to the Standard Commission Schedule. The base rate is subject to the Renewal Ladder, performance gates, Hard Cap, and other mechanics described in this Section 7 and in the Standard Commission Schedule, each of which contemplates change over the life of the Customer relationship.

7.3 Renewal pricing changes. ManagedWay controls the pricing offered to each Customer at renewal. Channel Partner has no right to consent to or block any change in pricing or terms offered by ManagedWay to a Customer. A change in the Customer’s MRC at renewal does not change the Channel Partner’s commission rate; it changes the base on which the rate is applied (Commissionable Revenue is calculated against the actual collected MRC). The Renewal Ladder set forth in the Standard Commission Schedule applies at each renewal cycle, reducing the effective rate as the Customer ages.

7.4 Customer-Direct Election. A Customer may elect, at any time and in writing on a form ManagedWay provides, to manage its account directly with ManagedWay rather than through a Channel Partner (a “Customer-Direct Election”). ManagedWay may also present a Customer-Direct Election to a Customer where (a) ManagedWay and the Customer are negotiating a material change in pricing or terms and Channel Partner’s involvement is not in the Customer’s interest; (b) Channel Partner has become unreachable, unresponsive to ManagedWay communications for thirty (30) days, or otherwise unable to participate meaningfully in the Customer relationship; or (c) Channel Partner is in material breach of this Agreement.

Upon a Customer-Direct Election, Channel Partner’s commission on the affected Customer sunsets at fifty percent (50%) of the rate in effect immediately before the Election for twelve (12) months following the Election effective date, after which no further commission is owed on the affected Customer. The Customer relationship continues uninterrupted with ManagedWay. The Channel Partner’s rights and obligations under Section 10 (Non-Circumvention) continue with respect to the Customer for the full Non-Circumvention period.

7.5 Hard Cap. Notwithstanding any combination of base rates, term-length multipliers, volume brackets, ladder positions, performance gates, SPIFs, or other compensation, the total effective commission rate payable to a Channel Partner on any Service shall not exceed twenty percent (20%) of Commissionable Revenue as a base rate, nor twenty-five percent (25%) of Commissionable Revenue as an effective rate after all multipliers and brackets are stacked. Any computed rate exceeding either cap is automatically reduced to the applicable cap. Rates above the cap require written exception signed by ManagedWay’s Chief Financial Officer (or equivalent officer).

7.6 Performance Gates. Channel Partner must satisfy the performance gates set forth in the Standard Commission Schedule (including minimum new-Customer MRR per calendar year, minimum active portfolio MRR, and maximum annualized Customer churn rate). Failure to meet any gate in a calendar year results in a one-rung step-down on the Renewal Ladder for all of Channel Partner’s Customers for the following calendar year. A Channel Partner that recovers performance in a subsequent year returns to the prior ladder rung prospectively, without retroactive recovery of commission lost during the step-down year.

7.7 Inactive Customer Expiration. If a Registered Customer has zero Commissionable Revenue with ManagedWay for ninety (90) consecutive days, the deal registration for that Customer expires automatically. If the Customer later returns to active paid Service, the prior registration does not reattach; Channel Partner must re-register the Customer through the deal-registration process described in Section 5, subject to the same eligibility rules as any new registration.

7.8 Suspension of commission during investigation. ManagedWay may withhold or suspend commission payments to Channel Partner at any time if ManagedWay reasonably believes Channel Partner is in material breach of this Agreement, pending investigation. Withheld amounts are subject to clawback under Section 8 if the breach is confirmed, or paid out with reasonable promptness if the investigation closes without a finding of breach.

7.9 Set-off. ManagedWay may set off any amount owed by Channel Partner to ManagedWay under this Agreement — including without limitation clawback amounts under Section 8, audit-recovery costs under Section 18, costs of collection, indemnification amounts under Section 14, and any other liquidated amount — against any amount owed by ManagedWay to Channel Partner, including future commission payments.

7.10 No double-dipping. ManagedWay pays commission to one Channel Partner per Customer per Service. Channel Partner has no claim to commission on (a) a Customer or Service for which a different channel partner is the partner of record; (b) a Customer that Channel Partner did not deal-register before Service Commencement; or (c) revenue derived from products or services that are not identified as commissionable in the Standard Commission Schedule.

7.11 Product discontinuation. ManagedWay may discontinue, modify, or replace any product or Service in its catalog at any time. Commission on a discontinued Service ends when the Service ends for the affected Customers. Channel Partner has no claim to compensation arising from product discontinuation beyond commission accrued through the date the Service is discontinued.

7.12 ManagedWay’s discretion to decline commission. ManagedWay may, in its sole discretion, decline to pay commission on (a) any Customer whose account is in default for non-payment; (b) any Service that is not identified as commissionable in the Standard Commission Schedule; (c) any revenue not yet collected; and (d) any Customer whose account is subject to chargeback, refund, dispute, or write-off, until the underlying dispute is resolved in ManagedWay’s favor.

8. Payment, Vesting, Clawback

Payment cadence. Commission is paid monthly in arrears, on or before the last business day of the calendar month following the month in which the underlying Commissionable Revenue was collected.

Vesting. Commission on Commissionable Revenue from a Registered Customer is fully vested only after the Registered Customer has paid ManagedWay for at least six (6) full months following the Customer’s Service Commencement Date for the affected Service. Commission paid prior to vesting is subject to the clawback provisions below.

Clawback. ManagedWay may recover commission previously paid to Channel Partner — by offset against future commission payments or by direct invoice — in any of the following circumstances:

  1. A Registered Customer cancels, churns, refunds, or charges back any Service within twelve (12) months following the Service Commencement Date for that Service (early-churn protection);
  2. At any time during or after the Customer relationship, a Registered Customer charges back, refunds, writes off, or otherwise fails to pay ManagedWay any amount that previously formed the basis for commission paid to Channel Partner (open-ended chargeback and non-collection protection); or
  3. A Registered Customer is determined by ManagedWay to have been ineligible for registration at the time of registration (for example, a pre-existing Customer relationship or a Customer already in active discussions with ManagedWay).

Clawback obligations survive termination of this Agreement.

Disputed commission. If Channel Partner disputes a commission calculation, Channel Partner must do so in writing within sixty (60) days of the relevant payment date. Disputes raised after the sixty-day window are waived. Commission payments are made under good faith and are subject to the dispute-resolution provisions of Section 23.

9. Confidentiality

Each party may receive non-public information from the other party that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances (“Confidential Information”), including without limitation pricing, technical specifications, customer lists, commission rates, this Agreement and the Commission Schedule, and ManagedWay’s business plans. Each party will use the other’s Confidential Information only to perform under this Agreement, will protect it using at least the same degree of care it uses for its own confidential information (and not less than reasonable care), and will not disclose it to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section 9.

Exclusions. Confidential Information does not include information that (a) is or becomes generally known through no breach of this Agreement; (b) was lawfully known to the receiving party prior to disclosure; (c) is lawfully received from a third party not under a confidentiality obligation; or (d) is independently developed without reference to the Confidential Information.

Compelled disclosure. The receiving party may disclose Confidential Information to the extent required by law, regulation, court order, or governmental authority, provided that, to the extent legally permitted, the receiving party gives the disclosing party reasonable advance notice and cooperates in any effort to obtain a protective order.

Survival. The obligations in this Section 9 survive termination of this Agreement for a period of three (3) years, except that obligations relating to customer data, commission rates, and trade secrets survive indefinitely.

10. Non-Circumvention

During the Term and for twenty-four (24) months following termination, Channel Partner shall not directly or indirectly (a) solicit any Customer of ManagedWay for services that compete with the Services; (b) introduce any Customer of ManagedWay to a competitor of ManagedWay; (c) bypass ManagedWay to provide any Service-equivalent offering to a Customer of ManagedWay; (d) recruit, solicit, or hire any ManagedWay employee or contractor; or (e) use any Confidential Information obtained under this Agreement to compete with ManagedWay or to solicit ManagedWay’s Customers, employees, or contractors.

11. Brand, Marks, and Marketing Materials

Channel Partner is granted a limited, non-exclusive, non-transferable, revocable license during the Term to use ManagedWay’s trade names, service marks, logos, and brand assets solely in connection with the marketing of the Services and in strict accordance with brand guidelines provided by ManagedWay. All marketing, advertising, social media, web, and outbound communications materials that reference ManagedWay or the Services must be reviewed and approved by ManagedWay in writing before use. Channel Partner shall promptly modify or withdraw any materials at ManagedWay’s request. All goodwill arising from Channel Partner’s use of ManagedWay’s marks inures to ManagedWay. Channel Partner acquires no right, title, or interest in ManagedWay’s marks beyond the limited license expressly granted in this Section 11. The license terminates automatically on termination of this Agreement.

12. Compliance with Law

Channel Partner represents, warrants, and covenants that Channel Partner’s performance of this Agreement and all activities related to the Services will comply with all applicable laws, regulations, and orders, including without limitation: the Telephone Consumer Protection Act (TCPA); CAN-SPAM; Canada’s Anti-Spam Legislation (CASL); the General Data Protection Regulation (GDPR), UK GDPR, and other applicable privacy laws; federal and state do-not-call registries; anti-spam, anti-bribery, and anti-corruption laws (including the U.S. Foreign Corrupt Practices Act); export-control and economic sanctions regulations (including OFAC, EAR, and ITAR); and any applicable telecommunications regulations of the jurisdictions in which Channel Partner operates.

13. Insurance

Channel Partner will obtain and maintain, at its own expense and throughout the Term, the following insurance coverages with insurers reasonably acceptable to ManagedWay:

  1. Commercial general liability insurance with limits of not less than $1,000,000 per occurrence, naming ManagedWay as an additional insured;
  2. Errors and omissions / professional liability insurance with limits of not less than $1,000,000 per occurrence; and
  3. Any worker’s compensation or employer’s liability insurance required by applicable law.

Channel Partner will provide certificates of insurance on request and will give ManagedWay at least thirty (30) days’ advance written notice of any cancellation or material reduction in coverage. Failure to maintain required insurance is a material breach of this Agreement.

14. Indemnification

Channel Partner agrees to indemnify, defend, and hold ManagedWay (and its subsidiaries, Affiliates, officers, directors, employees, agents, licensors, consultants, and suppliers) harmless from and against all claims, demands, actions, liabilities, losses, expenses, damages, judgments, and costs (including reasonable attorneys’ fees) arising from or related to: (a) Channel Partner’s breach of this Agreement; (b) Channel Partner’s negligent or wrongful acts or omissions; (c) any representation, warranty, or commitment made by Channel Partner outside the scope of this Agreement or the Approved Materials; (d) Channel Partner’s violation of law; (e) Channel Partner’s marketing or outreach activities (including TCPA, CAN-SPAM, DNC, and anti-spam compliance); (f) any dispute between Channel Partner and any prospective or actual Customer; and (g) Channel Partner’s misuse of ManagedWay’s Confidential Information or marks.

ManagedWay may, at its own expense, assume the exclusive defense and control of any matter subject to indemnification. Channel Partner shall not accept any settlement without ManagedWay’s prior written consent.

15. Term and Renewal

The Term begins on the Effective Date and continues for one (1) year (the “Initial Term”). At the end of the Initial Term, this Agreement will automatically renew for successive one-year terms (each a “Renewal Term”) unless either party gives the other written notice of non-renewal at least sixty (60) days before the end of the then-current Term. The Initial Term and any Renewal Terms together constitute the “Term.”

16. Termination

Termination for cause. Either party may terminate this Agreement immediately upon written notice if the other party (a) materially breaches this Agreement and does not cure the breach within thirty (30) days after notice (or such shorter period as is reasonable in the circumstances); (b) is subject to a bankruptcy or insolvency event; or (c) engages in conduct that creates a material risk of legal, financial, or reputational harm to the non-breaching party.

Termination for convenience. Either party may terminate this Agreement for convenience at any time with thirty (30) days’ advance written notice.

Immediate termination by ManagedWay. ManagedWay may terminate this Agreement immediately and without prior notice if Channel Partner (a) violates Section 4 (Prohibited Activities), Section 9 (Confidentiality), Section 10 (Non-Circumvention), Section 11 (Brand, Marks, and Marketing Materials), or Section 12 (Compliance with Law); (b) makes any false or fraudulent representation to a Customer or prospective Customer; or (c) becomes the subject of a sanctions designation by OFAC or any other applicable sanctions authority.

Automatic termination on death or dissolution. This Agreement terminates automatically upon (a) the death of an individual Channel Partner, or (b) the dissolution, liquidation, or winding-up of an entity Channel Partner. The estate, successor, or representative of a Channel Partner has no right to continue performance under this Agreement absent ManagedWay’s express written consent under Section 22.

17. Effect of Termination; Residuals

Termination for cause by ManagedWay. If ManagedWay terminates this Agreement for cause under Section 16, all commission obligations of ManagedWay cease immediately as of the effective date of termination. Commissions paid in the twelve (12) months preceding termination are subject to clawback at ManagedWay’s discretion.

Termination for convenience. If either party terminates this Agreement for convenience under Section 16, ManagedWay will continue to pay commission on then-existing Registered Customers for a tail period of twelve (12) months following the effective date of termination, subject to the vesting and clawback provisions of Section 8 and subject to Channel Partner’s continued compliance with Sections 9 (Confidentiality), 10 (Non-Circumvention), and 11 (Brand, Marks, and Marketing Materials). At the end of the twelve-month tail, ManagedWay’s obligation to pay commission terminates and no further residuals are owed.

Effect on Customers. Termination of this Agreement does not affect any Customer’s relationship with ManagedWay. ManagedWay retains all rights to the Customer relationship, the account, the customer data, and continuity of the Customer’s Services.

Return of materials. Upon termination, Channel Partner shall promptly (a) cease all use of ManagedWay’s trademarks, service marks, logos, and Approved Materials; (b) return or destroy (at ManagedWay’s election) all Confidential Information; and (c) cease holding itself out as a Channel Partner of ManagedWay.

18. Audit

ManagedWay may, on reasonable prior written notice, audit Channel Partner’s records relating to Channel Partner’s performance under this Agreement, including marketing activities, compliance with Sections 4, 10, 11, and 12, and the basis for any disputed commission claim. Audits will be conducted no more than once in any twelve-month period, during business hours, and at ManagedWay’s expense, except that if an audit reveals a material breach by Channel Partner or material errors in Channel Partner’s claims, Channel Partner shall reimburse ManagedWay for the reasonable costs of the audit.

19. Limitation of Liability; Disclaimers

NEITHER PARTY SHALL BE LIABLE FOR ANY AND ALL DIRECT OR INDIRECT, INCIDENTAL, GENERAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING FROM A BREACH OF THIS AGREEMENT OR OTHERWISE.

EXCEPT FOR (A) CHANNEL PARTNER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14, (B) BREACHES OF SECTION 9 (CONFIDENTIALITY) OR SECTION 10 (NON-CIRCUMVENTION), (C) CLAWBACK OBLIGATIONS UNDER SECTION 8, OR (D) AMOUNTS OWED FOR UNAUTHORIZED USE OF MANAGEDWAY’S MARKS UNDER SECTION 11, EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO $500.

THE SERVICES AND THIS AGREEMENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. MANAGEDWAY MAKES NO REPRESENTATIONS AND PROVIDES NO GUARANTEES OF SALES VOLUME, COMMISSION INCOME, CHANNEL OPPORTUNITY, EXCLUSIVITY, OR DURATION OF THIS RELATIONSHIP BEYOND THE EXPRESS TERMS OF THIS AGREEMENT.

20. Force Majeure; Market Shift Override

Neither party will be liable for any failure or delay in performance under this Agreement (except for the payment of money) caused by an event beyond its reasonable control, including without limitation acts of God, severe weather, natural disaster, fire, flood, earthquake, pandemic, epidemic, public-health emergency, war, terrorism, civil disturbance, riot, labor dispute, strike, embargo, government action or order, regulatory action, denial of necessary government license or permit, and failure of common carriers or other third parties on which performance depends.

Market shift override. ManagedWay may adjust the Standard Commission Schedule outside the normal notice period and amend commission rates prospectively on existing Registered Customers (in addition to new business) where ManagedWay reasonably determines that a material adverse change in market conditions, carrier wholesale rates, regulatory environment, or technology cost basis makes continued performance at the current rate structure commercially unreasonable. Adjustments under this paragraph are made on at least seven (7) days’ written notice and are subject to the Lifetime Locked Rate principle to the extent commercially feasible. Channel Partner’s sole remedy for a market-shift adjustment is to terminate this Agreement for convenience under Section 16 within thirty (30) days of the adjustment notice; commission accrued through the termination date is paid in the normal course.

21. Notices and Communications

Notices must be in writing and may be sent by (a) email to the address on file for the receiving party; (b) certified mail, return receipt requested, to the mailing address on file; or (c) for ManagedWay, message in any partner portal made available to Channel Partner. Notice is effective on the date sent for electronic methods and on the date of delivery for certified mail.

Notices to ManagedWay:

ManagedWay Company
600 Executive Drive
Troy, MI 48083
Attention: Channel Partner Operations
legal@managedway.com

22. Transfers, Assignments, Change of Control

Channel Partner may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without ManagedWay’s prior written consent. Any attempted assignment without such consent is void and unenforceable. Any change of control of Channel Partner (including merger, consolidation, sale of substantially all assets, or sale of a majority of voting equity) is deemed an assignment for purposes of this Section 22 and requires ManagedWay’s prior written consent.

ManagedWay may assign this Agreement, in whole or in part, without Channel Partner’s consent (a) to an Affiliate, (b) to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of ManagedWay’s assets or business, or (c) to a financing party as collateral security.

23. Governing Law, Venue, Dispute Resolution

This Agreement shall be governed by the laws of the State of Michigan, without regard to its conflicts-of-law provisions. Any claim under this Agreement may be arbitrated in Oakland County, Michigan if ManagedWay provides advance written consent. Otherwise, the exclusive venue for any legal action arising out of this Agreement shall be the State of Michigan, specifically the Oakland County Circuit Court or the Federal District Court for the Eastern District of Michigan. Each party irrevocably consents to the personal jurisdiction of those courts and waives any objection to venue in those courts.

24. Class Action Waiver

Each party agrees that any dispute arising under or in connection with this Agreement will be brought solely in that party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, or consolidated proceeding. Neither party may consolidate the claims of multiple parties in a single proceeding without the other party’s express written consent.

25. Statute of Limitations

CHANNEL PARTNER AGREES THAT ANY CLAIM AGAINST MANAGEDWAY, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE, MUST BE BROUGHT WITHIN SIX (6) MONTHS OF THE DATE GIVING RISE TO THE CLAIM, OR IT IS PERMANENTLY WAIVED.

26. Attorneys’ Fees and Costs

If legal proceedings, arbitration, or collection actions are initiated to enforce any term or condition of this Agreement, the prevailing party is entitled to recover its costs and expenses incurred, including reasonable attorneys’ fees, court costs, expert fees, and collection-agency fees.

27. Amendments

ManagedWay may amend this Agreement and the Commission Schedule from time to time. Material amendments will be announced with at least thirty (30) days’ advance written notice. Continued performance by Channel Partner under this Agreement after the effective date of an amendment constitutes acceptance of the amended terms. Non-material amendments (including typographical corrections, cross-reference updates, and changes to non-substantive language) are effective on posting or written notice.

28. Survival

The following provisions survive termination or expiration of this Agreement: Section 6 (Customer Ownership), Section 7 (Commissions) as to amounts accrued through termination, Section 8 (Payment, Vesting, Clawback), Section 9 (Confidentiality), Section 10 (Non-Circumvention), Section 14 (Indemnification), Section 17 (Effect of Termination; Residuals), Section 19 (Limitation of Liability; Disclaimers), Section 23 (Governing Law, Venue, Dispute Resolution), Section 24 (Class Action Waiver), Section 25 (Statute of Limitations), Section 26 (Attorneys’ Fees and Costs), and this Section 28.

29. Counterparts and Electronic Signature

This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one and the same instrument. Signatures delivered by electronic means (including PDF, electronic signature platform, or click-to-accept) have the same effect as original signatures.

30. Entire Agreement; Conflicts; Severability; Waiver

Entire Agreement. This Agreement, together with the Order Form and the Commission Schedule, constitutes the entire agreement and understanding between the parties with respect to Channel Partner’s relationship with ManagedWay, merging all prior and contemporaneous discussions, negotiations, and representations.

Conflicts. In the event of a conflict between this Agreement and the Order Form (including the Commission Schedule), this Agreement controls except as to the specific terms identified on the Order Form, which control as to those specific terms.

Severability. If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and the invalid provision will be reformed to the minimum extent necessary to be enforceable.

Waiver. A waiver of one breach is not a waiver of future breaches. No waiver is effective unless in writing and signed by the party granting the waiver.

Version 2026-02-07 · Effective February 7, 2026 · Supersedes all prior versions.