Master Service Agreement

This Master Service Agreement (the “Agreement” or “MSA”) sets forth the terms governing Customer’s purchase of services from ManagedWay Company, a Michigan corporation (“ManagedWay,” “we,” or “us”). By submitting an Order Form, by accepting an invoice, or by using the Services, Customer agrees to this Agreement.

1. Definitions

The following terms have the meanings given in this Section 1 throughout this Agreement and the documents incorporated by reference.

• “Affiliate” means an entity that controls, is controlled by, or is under common control with a party.
• “AUP” means the ManagedWay Acceptable Use Policy, as amended from time to time.
• “Confidential Information” has the meaning given in Section 12.
• “Customer” or “You” means the person or entity identified as the customer on the Order Form, together with any of its Affiliates that purchase or use the Services.
• “Customer Data” means data, content, and materials submitted to or stored on the Services by Customer or its end users.
• “Effective Date” means the date ManagedWay accepts an Order Form, or the Service Commencement Date, whichever is earlier.
• “Force Majeure Event” has the meaning given in Section 26.
• “Initial Term” means the initial service term identified on the Order Form.
• “MRC” means the recurring monthly charge for a Service as set forth in the Order Form, including any applicable pass-through charges identified as recurring.
• “NRC” means a non-recurring charge identified on the Order Form, including without limitation installation, provisioning, equipment, and configuration charges.
• “Order Form” means a written or electronic order, quotation, statement of work, or service order accepted by ManagedWay that identifies the Services purchased and the related charges.
• “Privacy Policy” means the ManagedWay Privacy Policy, as amended from time to time.
• “Renewal Term” has the meaning given in Section 3.
• “Service” or “Services” means any product, service, or offering provided by ManagedWay under an Order Form, including hosting, colocation, dedicated internet, transit, transport, wavelength, VoIP, domain registration, email, VPN, and managed services.
• “Service Commencement Date” means the date on which a Service is first made available to Customer.
• “SLA” means the ManagedWay Service Level Agreement, as amended from time to time.
• “Term” means the Initial Term and all Renewal Terms.

2. Services and Order Forms

ManagedWay will provide the Services identified on each Order Form accepted by ManagedWay. Each Order Form, once accepted, is governed by this Agreement and is incorporated into it by reference. In the event of a conflict between this Agreement and an Order Form, this Agreement controls except as to the specific Services, charges, and Initial Term identified on the Order Form. ManagedWay may reject any Order Form in its sole discretion.

3. Term and Renewal

This Agreement begins on the Effective Date and continues for the Initial Term identified on the Order Form, and applies to all future Services Customer purchases from ManagedWay.

Automatic renewal. At the end of the Initial Term, each Service will automatically renew for successive periods equal in length to the Initial Term (each a “Renewal Term”) unless terminated as set forth in Section 4.

Non-renewal notice for term contracts. Customer may prevent automatic renewal of a term contract by delivering written notice of non-renewal to ManagedWay at least ninety (90) days before the end of the then-current Term.

Month-to-month services. Month-to-month Services must be terminated by Customer with at least thirty (30) days’ advance written notice and remain subject to any charges or fees ManagedWay reasonably incurs in discontinuing the Service.

No cancellation for installation delays. Once an Order Form is accepted, Customer may not cancel the related Service due to installation delays. ManagedWay is not liable for any damages arising from a delay in Service installation.

4. Termination

4.1 Termination for convenience (Customer)

Customer may terminate a Service for convenience subject to the notice requirements in Section 3 and the termination liability in Section 4.4.

4.2 Termination for cause (ManagedWay)

ManagedWay may terminate this Agreement or any Service immediately upon written notice if Customer (a) fails to pay any amount when due and does not cure the failure within ten (10) days after notice; (b) materially breaches this Agreement, the AUP, the SLA, the Privacy Policy, or any Order Form and does not cure the breach within thirty (30) days after notice (or such shorter period as is reasonable in the circumstances); (c) is subject to a bankruptcy or insolvency event as described in Section 28; or (d) engages in conduct that creates a material risk of legal, financial, or reputational harm to ManagedWay or to other customers.

4.3 Termination for service interruption (Customer)

Customer may terminate the specific Service or equipment affected by a Service interruption only if Customer experiences (a) a single continuous outage of the affected Service lasting at least seven (7) days, or (b) outages of the affected Service totaling fourteen (14) days within any continuous three-month period. This is Customer’s exclusive cancellation right based on Service interruption.

4.4 Effect of termination

If Customer terminates a Service before the end of the Term for any reason other than under Section 4.3, or if ManagedWay terminates a Service for cause under Section 4.2, Customer’s termination liability includes, and Customer agrees to pay:

1. All unpaid NRCs reasonably incurred by ManagedWay to establish, enable, or maintain the Service;
2. Any disconnection, early cancellation, restocking, or termination charges reasonably paid by ManagedWay to third parties on Customer’s behalf or to enable Customer’s Service, including without limitation upstream provider termination fees, last-mile circuit cancellation charges, and supplier or wholesale termination charges;
3. All recurring charges incurred prior to disconnection, cancellation, or termination;
4. Any waived or promotional credits, discounts, or free-period offsets applied on earlier invoices; and
5. For term contracts, an amount equal to Customer’s MRC for the Service multiplied by one hundred percent (100%) of the months remaining in the then-current Term.

The parties agree that these termination charges are reasonable and do not constitute a penalty.

All amounts due under this Section 4.4 are immediately due and payable as of the effective date of termination.

4.5 Form of cancellation notice

All cancellation and termination notices must be delivered in writing in accordance with Section 30 (Notices and Communications).

4.6 Equipment removal; abandonment

Upon termination or cancellation, Customer is responsible for removing all of its equipment, data, information, systems, and property from the Services and for returning any equipment provided by ManagedWay to 600 Executive Drive, Troy, MI 48083. If Customer does not redeem its equipment, data, information, systems, or property within ninety (90) days following termination or cancellation, the items will be deemed abandoned and will become the sole property of ManagedWay, which may dispose of them in any commercially reasonable manner.

5. Suspension

ManagedWay may suspend any or all of Customer’s Services, immediately and without prior notice, if (a) Customer’s account is past due beyond the cure period in Section 4.2; (b) ManagedWay determines, in its reasonable judgment, that Customer’s use of the Services violates the AUP or creates a material risk of harm to ManagedWay, the Services, or other customers; (c) ManagedWay is required to do so by law, regulation, court order, or governmental authority; or (d) a bankruptcy or insolvency event described in Section 28 has occurred. Suspension does not relieve Customer of its payment obligations. Reinstatement may be subject to a reconnection fee equal to at least twenty percent (20%) of one month’s MRC.

Cross-default. A default by Customer on any Service is a default on every Service on Customer’s account. ManagedWay may suspend or terminate any or all Services on Customer’s account in response to a default on any one Service.

6. Fees, Billing, and Collection

Customer will be billed by ManagedWay pursuant to the terms of each Order Form. Subject to the Order Form, ManagedWay reserves the right to increase the MRC in the event of any rule, regulation, law, or tariff change; an increase in the cost of providing the Service; a utility (power, water, cooling) rate increase; a carrier, transit, transport, or upstream provider rate increase; a hardware, component, or facility-supply cost increase; an insurance premium increase attributable to Customer’s risk profile or equipment; or a new or increased regulatory fee at the federal, state, or local level.

All invoices are due and payable by the invoice due date. For usage-based billing, charges are billed monthly in arrears. When a Service does not begin on the first day of the month or end on the last day of the month, the charge for that partial month is calculated on a pro rata basis.

Multiple locations. If a prior Service location remains installed after a new Service location is installed, Customer is responsible for Service charges for both Service locations until terminated as provided for each Service.

Service Commencement; ongoing charges. Billing begins on the Service Commencement Date and accrues through and includes the day the Service is discontinued.

Late charges. Past-due balances may be charged a service fee of $35 plus 2% per month, with the 2% accruing monthly until paid in full. Declined credit cards will be charged a $10.00 declination fee. Accounts more than ten (10) days past due may have Services discontinued for non-payment. Accounts discontinued for non-payment are subject to a reconnection fee equal to at least 20% of one month’s MRC.

Acceleration on default. If Customer is in payment default beyond the cure period in Section 4.2, all remaining MRC for the then-current Term, together with the other amounts described in Section 4.4, become immediately due and payable without any requirement that ManagedWay first terminate the affected Services.

Costs of collection. If Customer’s account is turned over to an outside collection agency, or if ManagedWay otherwise incurs costs to collect past-due amounts, Customer agrees to pay all costs of collection, including reasonable attorneys’ fees, court costs, third-party collection agency fees, and other expenses ManagedWay incurs, with $250 as a minimum, not a cap.

Security deposit. ManagedWay may require Customer to post a refundable security deposit, letter of credit, or similar security at any time during the Term if ManagedWay reasonably determines that Customer’s payment history, credit standing, or financial condition warrants it. The amount will not exceed three (3) months’ MRC. ManagedWay may apply the security to any unpaid amounts and will return any unused portion within sixty (60) days after termination.

7. Billing Disputes

ALL PAYMENTS TO MANAGEDWAY ARE NON-REFUNDABLE. If Customer disputes a term or amount on an invoice, Customer must do so in writing within sixty (60) days from the invoice date in accordance with Section 30. Customer must pay the undisputed portion of the invoice by the due date. Payment of the undisputed amount does not constitute acceptance of the disputed portion.

If Customer reports a disputed charge to its credit card company or bank and ManagedWay later determines that the charge was valid, Customer agrees to pay ManagedWay a processing fee equal to the chargeback amount plus ManagedWay’s reasonable costs of responding to the chargeback.

8. Taxes, Pass-Through Charges, and Regulatory Cost Recovery

8.1 Taxes

Customer is responsible for all taxes, duties, surcharges, fees, and assessments imposed on or arising from the Service by any governmental, regulatory, or quasi-governmental authority, including sales taxes, use taxes, value-added taxes, gross-receipts taxes, telecommunications taxes, excise taxes, franchise fees, Universal Service Fund contributions, 911 and E911 surcharges, and any new tax, fee, or surcharge that takes effect during the Term, excluding only taxes on ManagedWay’s net income.

Customer is solely responsible, where applicable, for paying local and state personal property taxes associated with its equipment stored at any facility rented or owned by ManagedWay. If ManagedWay is required by a governmental authority to pay property taxes on Customer’s behalf, ManagedWay has the right to be reimbursed by Customer for that amount. Customer must reimburse ManagedWay within thirty (30) days of written notice that a tax has been paid on Customer’s behalf by ManagedWay.

8.2 Tax exemption certificates

If Customer claims tax-exempt status, Customer must provide ManagedWay with a valid current tax exemption certificate. ManagedWay will not refund any tax it has already collected; Customer must claim any refund directly from the taxing authority. If Customer claims exempt status without a valid certificate and ManagedWay is later assessed for the underlying tax, Customer will reimburse ManagedWay for the tax together with interest, penalties, and reasonable costs of collection.

8.3 Withholding gross-up

If Customer is required by law to withhold any tax from a payment to ManagedWay, Customer will gross up the payment so that ManagedWay receives, net of all withholdings, the amount it would have received absent the withholding.

8.4 Pass-through charges

ManagedWay may pass through to Customer any cost, charge, surcharge, tax, fee, or assessment imposed on, or incurred by, ManagedWay in connection with delivering the Services to Customer, whether by a governmental authority, a regulatory body, a utility, a carrier or upstream provider, a software or hardware vendor, an insurer, an industry self-regulatory body, or any other third party. Pass-through charges may appear as separate line items on Customer’s invoice, are in addition to the base MRC, and are subject to change without Customer’s prior written consent. ManagedWay will identify pass-through charges on the invoice and, on Customer’s reasonable written request, will provide reasonable documentation of the underlying third-party charge.

8.5 Regulatory Cost Recovery (RCR)

In addition to applicable taxes and pass-through charges, ManagedWay may assess a Regulatory Cost Recovery (“RCR”) fee on Customer’s monthly bill for certain Services. The RCR helps recover regulatory compliance costs, contributions to universal service programs, and other federal, state, or local regulatory costs, including fees to support communications services in high-cost or low-income areas and access charges associated with providing voice or Ethernet services. The amount of the RCR is subject to change and will be reflected on Customer’s monthly billing statement if applicable. The RCR fee is in addition to Customer’s standard MRC, taxes, and other surcharges, and is subject to the same billing, payment, and collection terms as set forth in this Agreement.

9. Related Policies

Customer agrees to abide by each of the following ManagedWay policies, each of which is incorporated into this Agreement by reference and may be amended from time to time:

• The Acceptable Use Policy (AUP);
• The Service Level Agreement (SLA); and
• The Privacy Policy.

The current version of each policy is the one posted on the ManagedWay website at the time of reference. Material changes will be announced through customer notification per Section 30.

10. Domain Name Services

If Customer registers, renews, transfers, or maintains a domain name through ManagedWay, the following additional terms apply.

1. Accuracy of registrant information. Customer is responsible for providing and maintaining accurate WHOIS data. Inaccurate WHOIS data is grounds for registry or ICANN cancellation of the registration.
2. ICANN and registry policies. Customer is bound by ICANN’s Registration Agreement, the Uniform Domain-Name Dispute-Resolution Policy (UDRP), the Uniform Rapid Suspension (URS) procedure, and the applicable registry’s policies, as each may be amended.
3. Non-refundable. Registration, renewal, and transfer fees are non-refundable once submitted to the registry.
4. Renewals. Domain renewal is Customer’s responsibility. Auto-renewal is available; if not enabled, or if the payment method declines, the registration may lapse and be released. ManagedWay is not liable for lapsed registrations.
5. Transfers. Domain transfers are subject to the ICANN 60-day post-registration transfer lock and the 60-day post-transfer lock. Transfers out require Customer’s account to be in good standing and not subject to AUP enforcement.
6. Right to register. Customer represents and warrants that it has the right to register and use the domain name and that the registration does not infringe any third party’s rights.
7. Suspension and cancellation. ManagedWay may suspend or cancel a domain registration to comply with a registry or ICANN order, a UDRP or URS decision, a court order, or for AUP violations involving the domain, without liability to Customer.
8. Privacy and proxy. Where offered, Customer may elect privacy or proxy registration; Customer remains responsible for all activity at the domain and for promptly responding to any registry or ICANN escalation that may require the privacy or proxy service to be lifted.
9. Indemnification. Customer indemnifies ManagedWay for any claim arising from the registration, use, transfer, or content at any domain registered through ManagedWay, including UDRP, URS, trademark, and defamation claims. This indemnification is incremental to the general indemnification in Section 19.

11. VoIP Services and E911

If Customer purchases VoIP Service from ManagedWay, the following additional terms apply.

911 and E911 limitations. Customer understands and acknowledges that VoIP Service may not support traditional 911 or E911 access to emergency services. Dialing 911 via VoIP may route the call differently than a standard phone line, and certain Public Safety Answering Points (PSAPs) may not accept calls in this manner. Network or internet outages, power failures, weak signals, or relocation of the VoIP equipment can disrupt or delay emergency calls. Customer agrees to notify any users of its VoIP Service of these 911 and E911 limitations. If Customer relocates or unplugs ManagedWay-provided VoIP equipment, Customer may lose emergency calling access, and Customer agrees to indemnify ManagedWay from any resulting damages.

Loss of service on power or internet outage. Customer acknowledges that VoIP Service will not function in the event of a power failure or internet outage. Service will remain offline until power or connectivity is restored and may require Customer to reset or reconfigure equipment. This may affect Customer’s access to emergency services.

Service at locations not served by ManagedWay broadband. If Customer relocates or uses ManagedWay’s VoIP equipment at a site that does not use ManagedWay’s broadband access, ManagedWay does not guarantee the VoIP Service will function. ManagedWay will not support VoIP at that location, and Customer uses the Service at its own risk.

12. Customer Data

As between the parties, Customer owns all right, title, and interest in and to Customer Data. ManagedWay claims no ownership of, and no license in, Customer Data, except for the limited rights ManagedWay needs to provide, maintain, support, and bill for the Services.

ManagedWay does not pre-screen Customer Data. Customer is solely responsible for the accuracy, legality, and quality of Customer Data, for compliance with applicable law in connection with Customer Data, and for maintaining its own backups of Customer Data.

Return and destruction on termination. Upon termination of the affected Services, Customer may retrieve Customer Data using its standard administrative interfaces for up to thirty (30) days after termination. After that thirty (30)-day period, ManagedWay may delete or destroy Customer Data, except where retention is required by law, legal hold, or government order, in which case the data will be retained for the period required.

13. Confidentiality

Each party (the “Receiving Party”) may receive non-public information from the other party (the “Disclosing Party”) that is identified as confidential or that a reasonable person would understand to be confidential under the circumstances (“Confidential Information”). The Receiving Party will (a) use Confidential Information only for the purpose of performing under or exercising its rights under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than reasonable care; and (c) not disclose Confidential Information to any third party other than 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 13.

Exclusions. Confidential Information does not include information that (a) is or becomes generally known through no breach of this Agreement by the Receiving Party; (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 13 survive termination of this Agreement for a period of three (3) years.

14. Property Rights and Marks

ManagedWay owns all right, title, and interest in ManagedWay trade names, service marks, trademarks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation of plans and of the hardware and software systems and resources necessary to provide the Services. This Agreement does not constitute a license to Customer to use ManagedWay’s trade names or service marks.

Notwithstanding the foregoing, Customer hereby consents to ManagedWay’s non-exclusive use of Customer’s trademark or logo for the purpose of displaying Customer’s status as a customer of ManagedWay.

15. Risk of Loss; Customer Insurance

Risk of loss. At all times, Customer bears the risk of any loss, damage, or destruction of its assets, equipment, or property provided to or maintained by ManagedWay, including from fire, water, theft, or other casualties. Customer is solely responsible for insuring its property and filing any necessary insurance claims. If ManagedWay becomes aware of damage to Customer’s property, ManagedWay will notify Customer of the known extent and cause.

Insurance. Customer will, at its own expense, obtain and maintain throughout the Term:

• Commercial general liability insurance with limits of not less than $1,000,000 per occurrence, naming ManagedWay as an additional insured;
• Property insurance with limits of not less than $1,000,000 covering Customer’s equipment located in ManagedWay’s facilities; and
• Any additional coverage required by applicable law or by Customer’s industry (e.g., workers’ compensation, employer’s liability).

Customer will provide ManagedWay with 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.

16. Possessory Lien

ManagedWay has, and Customer hereby grants ManagedWay, a possessory lien on all Customer equipment, property, and materials located at any ManagedWay facility to secure payment of all amounts due under this Agreement. Until past-due amounts are paid in full, ManagedWay may retain physical possession of the secured items, restrict Customer access to them, and refuse to release them, all without liability to Customer. This lien is in addition to, and not in lieu of, any other rights and remedies available to ManagedWay, including the abandonment provisions in Section 4.6.

17. Redundant Power and Power Consumption

Redundant power. Redundant power must be accompanied by Primary power service. To qualify as Redundant power (rather than Primary), a Redundant power circuit and its accompanying Primary power circuit must maintain a combined utilization of less than 40%. If ManagedWay determines that a Redundant power circuit is being utilized by Customer as a Primary power circuit, the Redundant circuit will be re-rated as Primary power, and Customer may be back-billed to the original installation date for the difference.

Power consumption true-up. Customer represents that its actual sustained power draw at each Service location matches the power level contracted on the Order Form. If Customer’s actual sustained power draw exceeds the contracted level, ManagedWay may true-up Customer’s charges, back-billed to the first measurement of overage, and may re-rate the affected circuits to the appropriate higher tier on a going-forward basis.

18. Authority of Customer Representatives

Customer is solely responsible for designating the individuals authorized to act on its account, for keeping that designation current, and for the actions of any individual who appears authorized. ManagedWay may rely on instructions, consents, requests, and other communications from any individual who appears to be authorized to act on Customer’s account, including without limitation administrative contacts on file, account holders, technical contacts, billing contacts, and any individual using valid account credentials. Customer indemnifies ManagedWay for any claim, loss, or expense arising from ManagedWay’s reliance on such an instruction, including instructions that turn out to have been unauthorized.

19. Customer’s Compliance with Law

Customer represents, warrants, and covenants that its use of the Services and Customer Data, and all activities on Customer’s account, will comply with all applicable laws, regulations, and orders, including those relating to telecommunications, consumer protection, anti-spam (including CAN-SPAM, CASL, and GDPR/PECR where applicable), data protection and privacy, intellectual property, export controls and sanctions, and anti-corruption.

20. Limitation of Liability; Disclaimers

MANAGEDWAY SHALL NOT 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 CUSTOMER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING FROM A BREACH OF THIS AGREEMENT OR OTHERWISE. IN THE EVENT OF A BREACH OF ANY OBLIGATION BY MANAGEDWAY, CUSTOMER’S DAMAGES SHALL BE LIMITED TO $500.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, CUSTOMER AGREES TO ACCEPT THE SERVICES ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER RECOGNIZES THAT THE INTERNET CONSISTS OF MULTIPLE PARTICIPATING NETWORKS NOT SUBJECT TO MANAGEDWAY’S CONTROL. MANAGEDWAY SHALL NOT BE LIABLE FOR DAMAGES OR SUMS PAID DUE TO THE TEMPORARY OR PERMANENT UNAVAILABILITY OF INTERNET SERVICES FROM NETWORKS OR INTERNET SERVICE PROVIDERS NOT UNDER MANAGEDWAY’S CONTROL, NOR FOR TRANSMISSION ERRORS, CORRUPTION, OR THE SECURITY OF CUSTOMER’S INFORMATION CARRIED ON THOSE NETWORKS. MANAGEDWAY IS NOT LIABLE FOR ANY HARMFUL COMPONENTS (E.G., VIRUSES, WORMS, “DENIAL OF SERVICE” ATTACKS) OR FOR BREACHES OF SECURITY IN CUSTOMER’S NETWORK. CUSTOMER AGREES NOT TO HOLD MANAGEDWAY LIABLE FOR ANY ACTS OR OMISSIONS OF THIRD PARTIES IN CONNECTION WITH THE SERVICES. CUSTOMER AGREES THAT IT WILL MAKE ALL CLAIMS RELATED TO THE SERVICES DIRECTLY AGAINST MANAGEDWAY AND WAIVES ANY RIGHT TO RECOVER (DIRECTLY OR BY INDEMNITY) FROM ANY THIRD PARTY.

Third-party software, content, and services. ManagedWay disclaims any warranty, express or implied, with respect to third-party software, content, or services provisioned through the Services, including without limitation operating systems, control panels, content management systems, applications, libraries, packages, modules, and the content stored, transmitted, or received through the Services. Customer accepts all such third-party items on an AS IS basis.

21. Indemnification

Customer 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) resulting from Customer’s violation of this Agreement, misuse or abuse of the Services, or violation of state or federal law by Customer or any user of Customer’s account. ManagedWay reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Customer. Customer must not accept any settlement of a dispute related to this Agreement without ManagedWay’s prior written consent.

22. No Reliance on Extra-Contractual Statements

Customer acknowledges and agrees that the only commitments by ManagedWay with respect to the Services are those expressly stated in this Agreement, the Order Form, the SLA, the AUP, and the Privacy Policy. No marketing materials, website content, sales presentations, salesperson statements, RFP responses, or other extra-contractual communications create any warranty, representation, or commitment by ManagedWay. Customer expressly disclaims reliance on any such extra-contractual statements.

23. No Third-Party Beneficiaries

This Agreement is for the sole benefit of ManagedWay and Customer. No customer of Customer, end user, contractor, Affiliate of Customer, or other third party is intended to be, or shall be deemed to be, a beneficiary of this Agreement or to have any rights under it.

24. Audit Cooperation

If Customer’s auditors, regulators, or compliance authorities request information or cooperation from ManagedWay relating to Customer’s use of the Services, ManagedWay will provide reasonable cooperation, subject to all of the following: (a) Customer pays ManagedWay’s reasonable costs of the cooperation, including time and materials at ManagedWay’s then-current rates; (b) the cooperation is scheduled at mutually agreeable times that do not disrupt ManagedWay’s operations or other customers; (c) the auditor or regulator is bound by a confidentiality obligation at least as protective as Section 13; and (d) the cooperation does not require ManagedWay to disclose information about other customers or to permit access to ManagedWay systems or facilities beyond what is necessary to address the specific request. Nothing in this Section 24 requires ManagedWay to take action that would breach a confidentiality obligation, a contractual restriction, or applicable law.

25. Multi-Entity Customers

If Customer comprises two or more entities (for example, a parent and one or more subsidiaries or affiliated entities), each is jointly and severally liable for all obligations of Customer under this Agreement. ManagedWay may enforce this Agreement against any one or more of them without first proceeding against the others.

26. Force Majeure

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, cable cut upstream of the affected facility, regional power event outside the affected utility’s control, denial-of-service attack of substantial scale, and failure of common carriers or other third parties on which the performance depends (each, a “Force Majeure Event”). The affected party will give the other party prompt notice and will use commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than ninety (90) consecutive days and materially impairs performance, either party may terminate the affected Service upon written notice without further liability, except for Customer’s obligation to pay charges accrued through the termination date.

27. Sanctions and Anti-Money-Laundering

Customer represents, warrants, and covenants that: (a) Customer, its Affiliates, and the individuals controlling or beneficially owning it are not the subject of, or owned or controlled by any person who is the subject of, any sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, the United Kingdom, or any other applicable sanctions authority; (b) Customer is not located, organized, or resident in any country, region, or territory subject to comprehensive sanctions; (c) Customer’s use of the Services will comply with all applicable export-control laws, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR); and (d) Customer’s use of the Services and Customer Data will not be used for any purpose prohibited by applicable anti-money-laundering or anti-terrorist-financing law.

28. Bankruptcy and Insolvency

If Customer files (or has filed against it) any voluntary or involuntary petition under any bankruptcy or insolvency law, makes a general assignment for the benefit of creditors, has a receiver or trustee appointed, admits in writing its inability to pay its debts as they become due, or undertakes any liquidation or winding-up proceeding, ManagedWay may, at its option, suspend or terminate any or all Services immediately upon written notice. The parties acknowledge that ManagedWay’s rights under this Agreement, including its right to terminate, are exercisable to the maximum extent permitted by 11 U.S.C. § 365 and any other applicable bankruptcy or insolvency law. This Agreement is a contract for the performance of personal services and is not assignable by a trustee, debtor in possession, or receiver without ManagedWay’s express written consent, which ManagedWay may withhold in its sole discretion.

29. Transfers, Assignments, Change of Control

Customer may not assign or transfer its rights, passwords, or duties under 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 will be void and unenforceable.

Change of control. Any change of control of Customer (including a merger, consolidation, sale of substantially all assets, or sale of a majority of voting equity) is deemed an assignment for purposes of this Section 29 and requires ManagedWay’s prior written consent.

Assignment by ManagedWay. ManagedWay may assign this Agreement, in whole or in part, without Customer’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. Customer will not unreasonably withhold cooperation in connection with any such assignment.

30. Notices and Communications

Customer must designate a mailing address, email address, and (where applicable) customer dashboard user on its Order Form to which ManagedWay may send notices and other communications.

Notices to Customer. ManagedWay may give Customer notice by (a) email to the address on file; (b) message in the customer dashboard; (c) certified mail to the mailing address on file; or (d) any combination of the foregoing. Notice is effective on the date sent for electronic methods and on the date of delivery for certified mail.

Notices to ManagedWay. Customer notices to ManagedWay must be in writing and may be sent by (a) email to legal@managedway.com with a copy to support@managedway.com; (b) customer dashboard ticket; or (c) certified mail, return receipt requested, to:

ManagedWay Company
600 Executive Drive
Troy, MI 48083
Attention: Legal

Recording. Calls to or from ManagedWay’s support, sales, and operations groups may be recorded for quality assurance, training, and dispute-resolution purposes.

31. Third-Party Services and Links

ManagedWay may provide links or access to advertisers and third-party merchant sites (“Merchants”) on managedway.com. ManagedWay does not operate or control the products or services offered by Merchants and is not responsible for the information provided by them. Merchants are solely responsible for order processing, advertising, fulfillment, billing, and customer service for their products and services. ManagedWay is not a party to transactions between Customer and any Merchant. Customer agrees that ManagedWay is not liable for any contract or agreement entered into between Customer and a Merchant. Linked websites are not monitored or verified by ManagedWay for accuracy, completeness, or content. If Customer leaves ManagedWay’s site to access a third-party site, Customer does so at its own risk.

32. 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.

33. 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.

34. Statute of Limitations

CUSTOMER 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.

35. Attorneys’ Fees and Costs

If legal proceedings, arbitration, or collection actions are initiated to enforce any term or condition of this Agreement or any related Order Form, Customer agrees to pay all costs and expenses incurred by ManagedWay, including reasonable attorneys’ fees, court costs, expert fees, and collection-agency fees.

36. Amendments

ManagedWay may amend this Agreement and the policies incorporated by reference from time to time. Material amendments will be announced with at least thirty (30) days’ advance notice through customer notification per Section 30. Continued use of the Services 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.

37. Survival

The following provisions survive termination or expiration of this Agreement: Section 4.4 (Effect of termination), Section 4.6 (Equipment removal; abandonment), Section 6 (Fees, Billing, and Collection) as to amounts accrued through termination, Section 7 (Billing Disputes), Section 8 (Taxes, Pass-Through Charges, and Regulatory Cost Recovery) as to amounts accrued through termination, Section 12 (Customer Data) as to return and destruction, Section 13 (Confidentiality), Section 16 (Possessory Lien), Section 20 (Limitation of Liability; Disclaimers), Section 21 (Indemnification), Section 22 (No Reliance on Extra-Contractual Statements), Section 23 (No Third-Party Beneficiaries), Section 24 (Audit Cooperation), Section 25 (Multi-Entity Customers), Section 32 (Governing Law, Venue, Dispute Resolution), Section 33 (Class Action Waiver), Section 34 (Statute of Limitations), Section 35 (Attorneys’ Fees and Costs), and this Section 37.

38. Counterparts and Electronic Signature

An Order Form or amendment 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. Customer’s submission of an Order Form, acceptance of an invoice, or use of the Services constitutes acceptance of this Agreement whether or not it is separately signed.

39. Entire Agreement; Conflicts; Severability; Waiver

Entire Agreement. This Agreement, together with each Order Form and the policies incorporated by reference under Section 9, constitutes the entire agreement and understanding between the parties with respect to the Services, merging all prior and contemporaneous discussions, negotiations, and representations. There are no additional promises, warranties, or representations outside of this Agreement, the Order Form, and the incorporated policies.

Conflicts. In the event of a conflict between this Agreement and any other posted ManagedWay policy, this Agreement controls except as expressly provided otherwise. In the event of a conflict between this Agreement and an Order Form, this Agreement controls except as to the specific Services, charges, and Initial Term identified on the Order Form.

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 2026-05-15 · Supersedes all prior versions.