MSP Registration

This Partner Agreement (“Agreement”) is entered into by and between Managed Sites, LLC (“Managed Sites”), and the Managed Service Provider (“MSP”) identified in the signature block below.

WHEREAS:
• Managed Sites offers website design, hosting, and security services (“Services”) to businesses; and

• MSP provides IT services to their customers and wishes to partner with Managed Sites to offer Managed Sites’ Services to its customers; and

• Managed Sites and MSP desire to enter into a mutually beneficial partnership to market and sell Managed Sites’ Services to MSP’s customers.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. Partnership

(a) Managed Sites and MSP shall enter into a partnership to provide Managed Sites’ Services to MSP’s customers.

(b) Managed Sites shall provide website hosting for all websites created for MSP’s customers and maintain the security of the website as per the agreed security measures, including regular updates, monitoring, and threat response. Security measures specifically exclude any obligation to protect against security threats that result from the MSP or their clients’ actions, omissions, or failure to follow Managed Sites’ recommendations.

(c) MSP shall be responsible for supporting website questions and making minor changes or updates to their sites with tools that Managed Sites provides to them. Minor changes are defined as content updates, image swaps, and other non-structural modifications.

(d) Any significant changes to MSP’s customers’ websites, defined as structural changes, redesigns, or functionality enhancements, shall be handled by the Managed Sites support team and may incur additional charges, which will be agreed upon in writing before work commences.

2. Compensation

(a) Managed Sites shall invoice the MSP monthly for the Managed Sites’ Services provided to the partner, including a one-time design fee and ongoing hosting fees.

(b) MSP shall invoice its customers for the Managed Sites’ Services provided to them, including any design fees and hosting charges, with an added margin that they determine.

(c) MSP shall be responsible for timely payment of all invoices from Managed Sites, regardless of whether MSP has received payment from their customers.

(d) Payments are due within thirty (30) days from the date of receipt. Managed Sites reserves the right to charge a late fee of 1.5% per month on any outstanding balances not paid within the specified timeframe. Late fees begin accruing from the payment due date, regardless of any disputes, unless a delay is mutually agreed upon in writing by both parties. The late fee shall be adjusted to comply with the maximum allowable rate under applicable laws if found unenforceable.

(e) MSP is solely responsible for collecting payments from its customers and remains obligated to pay Managed Sites in full for all services provided, regardless of whether MSP has received payment from its customers.

3. Pricing and Adjustments

(a) The current pricing for Managed Sites’ Services will be made available to the MSP in the Managed Sites partner portal. The pricing listed in the portal reflects the most up-to-date rates and fees for the Services.

(b) Managed Sites reserves the right to adjust the pricing from time to time. Any changes to the pricing will be reflected in the Managed Sites partner portal and will be effective immediately for all new services or upon the next renewal of existing services.

(c) MSP will be notified of any significant pricing changes at least thirty (30) days prior to the renewal of their current services to allow for any adjustments or decisions regarding continuation under the new pricing structure.

(d) By continuing to use the Services after the effective date of any pricing changes, MSP agrees to the updated rates as posted in the Managed Sites partner portal.

4. Term and Termination

(a) This Agreement shall commence on the date of execution by both parties and shall continue for an initial term of one (1) year. Thereafter, this Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice of its intention not to renew at least sixty (60) days prior to the end of the then-current term. This automatic renewal shall continue indefinitely with no specified end date.

(b) Whenever MSP initiates a new website for a customer, MSP commits to a 12-month term for the hosting of that website, effective from the date the website goes live.

(c) Upon termination of this Agreement, MSP shall immediately cease using Managed Sites’ Services in the provision of services to its customers. The MSP may request a backup copy of the website before services are discontinued. All outstanding fees must be paid in full before backups are provided.

(d) The fees for the Services provided under this Agreement shall automatically renew at the rates in effect at the time of renewal, unless otherwise agreed upon in writing by the parties.

(e) Either party may terminate the automatic renewal by providing written notice at least sixty (60) days prior to the end of the then-current term.

5. Non-Solicitation and Communication

(a) Managed Sites agrees that it will not, during the term of this Agreement and for a period of one year following the termination or expiration of this Agreement, directly or indirectly solicit, attempt to solicit, or accept any business from any mutual customers of the MSP and Managed Sites, where such business is related to IT managed services that are provided by the MSP.

(b) During the term of this agreement, Managed Sites further agrees that it will not communicate directly with the MSP’s customers unless initiated by their customers, except as required for the provision of Services under this Agreement. All communications related to the Services will be channeled through the MSP, unless otherwise agreed upon in writing by both parties.

(c) In the event that Managed Sites needs to contact the MSP’s customers for technical or service-related issues, Managed Sites will first notify the MSP and seek approval before any direct communication takes place. If the MSP’s client initiates contact, Managed Sites will notify the MSP and redirect the client to the MSP for further communication.

(d) This section shall survive the termination or expiration of this Agreement for a period of one year.

6. Acceptance and Use of Services

(a) MSP acknowledges and agrees that upon delivery of the website and its associated Services, the website is deemed accepted as-is unless the MSP notifies Managed Sites in writing of any issues within ten (10) business days of delivery. Any defects or issues not reported within this period shall be deemed waived, and the services shall be considered fully accepted.

(b) MSP is responsible for ensuring that all Services provided by Managed Sites are utilized in accordance with the terms and conditions outlined in this Agreement.

7. Confidentiality

(a) The parties acknowledge that they may disclose certain confidential information to each other during the term of this Agreement.

(b) The parties agree to keep all such confidential information confidential and to use such information only for the purposes of performing their obligations under this Agreement.

(c) The obligations of this section shall survive termination of this Agreement.

8. Liability and Indemnification

(a) Managed Sites shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages resulting from a security breach, business disruption, or any subsequent impact to any parties involved, including in cases of alleged negligence, except in cases of gross negligence or willful misconduct.

(b) Managed Sites makes no guarantees regarding the uptime or uninterrupted availability of the Services, although it will make commercially reasonable efforts to minimize downtime and service disruptions.

(c) MSP and associated clients agree to indemnify and hold harmless Managed Sites from any and all claims, damages, expenses, or losses arising out of or in connection with a security breach, business disruption of the website(s) hosted by Managed Sites, or any failure of the Services. This indemnification applies even if Managed Sites contributed to the situation, except in cases of gross negligence or willful misconduct.

9. Amendments and Modifications

(a) Managed Sites reserves the right to amend or modify this Agreement at any time. Any such amendments or modifications will be communicated to the MSP in writing, with at least thirty (30) days’ notice before they take effect.

(b) Amendments or modifications to this Agreement do not require the MSP’s signature to be effective. By continuing to use the Services after the effective date of any amendments, the MSP agrees to be bound by the updated terms and conditions.

(c) The MSP will be notified of any amendments via the contact information provided in this Agreement or through the Managed Sites partner portal. It is the MSP’s responsibility to review any amendments and decide whether to continue using the Services under the amended terms.

(d) If the MSP does not agree with the amendments, they may choose to terminate the Agreement in accordance with the termination provisions before the amendments take effect.

10. Acceptance of Terms

(a) By digitally processing their partnership application through the Managed Sites partner portal, the MSP acknowledges and agrees to all terms and conditions set forth in this Agreement.

(b) The MSP’s acceptance of these terms is indicated by their submission of the partnership application online, and no physical signature is required to bind the MSP to the terms of this Agreement.

(c) This Agreement becomes effective upon the MSP’s acceptance and submission through the Managed Sites partner portal, and the MSP agrees that electronic consent or confirmation carries the same legal weight as a physical signature.

(d) The MSP further agrees that any amendments to this Agreement, as communicated by Managed Sites, will also be accepted through continued use of the Services, as outlined in the amendments section.

11. Miscellaneous

(a) This Agreement contains the entire agreement of the parties and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

(b) This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma.

(c) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(d) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(e) MSP is solely responsible for collecting payments from its customers and remains obligated to pay Managed Sites in full for all services provided, regardless of whether MSP has received payment from its customers.

(f) Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Oklahoma County, Oklahoma. The parties hereby consent to the jurisdiction of such courts and waive any objections to venue or jurisdiction based on inconvenient forum or any other grounds.