MSP Partner Revenue-Share Agreement

1. Overview

This Revenue-Share Agreement (the "Agreement") sets out the compensation that MSP Partners earn for referring eligible business clients to the Value Aligners platform. It supplements, and is incorporated by reference into, the MSP Partner Program Terms of Service at /legal/msp-partner-terms.

Capitalized terms used but not defined here have the meanings given to them in the MSP Partner Program Terms of Service.

2. Commission Share

MSP Partners earn a 17% share of Value Aligners' marketplace commission on transactions completed by referred clients. This share is calculated on Value Aligners' commission for each qualifying Marketplace Transaction completed by a Referred Client.

3. Referral Fee

MSP Partners earn a $100 referral fee per Qualified Client. A "Qualified Client" is a client who completes a security assessment and is introduced to at least one vendor.

4. Conversion Bonus

MSP Partners earn a $200 conversion bonus upon the referred client's first completed Marketplace Transaction.

5. Stacking of Fees

The referral fee and the conversion bonus can stack. The referral fee triggers first, when the client becomes a Qualified Client; the conversion bonus triggers at the closed transaction, when the Referred Client completes their first Marketplace Transaction.

6. Calculation & Payment

Commissions are calculated monthly and paid within 30 days of the close of each calendar month via Stripe Connect Express. To receive payouts, an MSP Partner must maintain an active, in-good-standing Stripe Connect Express account.

7. Commission Clawback

Earned commissions are subject to clawback if:

• (a) the referred client cancels or reverses their transaction within 30 days of completion;
• (b) the referral is found to involve misrepresentation, self-referral, or violation of these terms; or
• (c) the MSP Partner's account is terminated for cause.

Clawbacks are deducted from the next scheduled payout. No clawback applies after 90 days from the original transaction date.

8. Taxes

MSP Partners are responsible for any taxes arising from compensation earned under this Agreement. Value Aligners may request tax information required to process payouts and to meet its reporting obligations.

9. Changes to this Agreement

Value Aligners may modify this Agreement consistent with the modification and notice provisions of the MSP Partner Program Terms of Service. Changes apply prospectively to commissions earned after the effective date of the change.

10. Contact

For questions about commissions or payouts, contact us at admin@valuealigners.com.