MSP Partner Program Terms of Service

1. Overview

These Terms of Service (the "Terms") govern participation in the Value Aligners MSP Partner Program (the "Program"). By enrolling in the Program, you ("MSP Partner," "you," or "Partner") agree to refer eligible business clients to the Value Aligners platform in accordance with these Terms.

Value Aligners ("Value Aligners," "we," or "us") operates a cybersecurity assessment and vendor-matching platform. The Program allows managed service providers and managed security service providers to refer their clients to that platform and to earn compensation as described in the Revenue-Share Agreement.

2. Definitions

"Referred Client" means a business client that you introduce to the Value Aligners platform through the MSP Portal.

"Qualified Client" means a Referred Client who completes a security assessment and is introduced to at least one vendor.

"Marketplace Transaction" means a completed transaction by a Referred Client through the Value Aligners marketplace.

3. Eligibility & Enrollment

Participation in the Program is subject to approval by Value Aligners. To enroll, you must complete the MSP application and accept these Terms and the Revenue-Share Agreement. Value Aligners may approve, decline, or place conditions on any application at its discretion.

4. Partner Obligations

As a condition of participation, you agree that you will not:

• misrepresent Value Aligners' services;
• charge clients for the referral; or
• share client data beyond what is required to facilitate an introduction.

You agree to refer only eligible business clients and to conduct yourself in a manner consistent with these Terms and applicable law at all times.

5. Client Data & Consent

By inviting a client through the Value Aligners MSP Portal, you confirm that you have obtained that client's explicit consent to allow Value Aligners and authorized MSP partners to access, view, and act upon their security assessment data for the sole purpose of providing cybersecurity recommendations and vendor-matching services.

This data access is limited in scope, time-bound to the active engagement, and governed by Value Aligners' Privacy Policy. MSP Partners may not store, sell, or transfer client security data to third parties. This arrangement constitutes a data processing agreement ("DPA") under applicable privacy law (CCPA, and GDPR where applicable), in which Value Aligners is the data controller and the MSP acts as a limited data processor for the referral workflow only.

Sub-processors. Value Aligners engages third-party service providers ("sub-processors") to help deliver the platform, including cloud hosting and infrastructure, analytics and product-experience tooling, communication and email delivery, and payment processing. Each sub-processor is engaged under contract, is permitted to process data only on Value Aligners' documented instructions and only as needed to perform its function, and is bound by confidentiality and security obligations no less protective than these Terms. By accepting these Terms you provide general written authorisation for Value Aligners to engage sub-processors on this basis. The categories of sub-processors we use are described in our Privacy Policy, and we will give notice of a material change to those categories so that you may raise any objection.

6. Compensation

MSP Partners earn a 17% share of Value Aligners' marketplace commission on transactions completed by referred clients, plus a $100 referral fee per Qualified Client, plus a $200 conversion bonus upon a Referred Client's first completed Marketplace Transaction.

Commission calculation, payment timing, payout rails, and clawback terms are governed in full by the Revenue-Share Agreement at /legal/msp-revenue-share, which is incorporated into these Terms by reference.

7. Term, Modification & Termination

Value Aligners reserves the right to modify, suspend, or terminate the partner relationship at any time with 14 days' written notice. We may also update these Terms from time to time; continued participation in the Program after an update constitutes acceptance of the updated Terms.

Earned commissions remain subject to the clawback provisions set out in the Revenue-Share Agreement, including following termination for cause.

8. General

These Terms, together with the Revenue-Share Agreement and the Value Aligners Privacy Policy, constitute the entire agreement between you and Value Aligners with respect to the Program. If any provision is found unenforceable, the remaining provisions remain in full effect.

9. Contact

For questions about these Terms or the MSP Partner Program, contact us at admin@valuealigners.com.