Partner Program Terms and Conditions

Program Overview

The Grand Rapids Tech Partner Program is designed to reward approved partners who introduce qualified business opportunities that result in new customer relationships and revenue for Grand Rapids Tech.

Participation in the Partner Program is intended to compensate partners for business opportunities they originate and meaningfully influence. Participation in the program does not guarantee commissions, opportunity ownership, exclusivity, or future compensation.

By participating in the Partner Program, the partner agrees to these Terms & Conditions, as amended from time to time.

1. Partner Eligibility

Participation in the Partner Program is subject to approval by Grand Rapids Tech.

Partners must:

• Conduct business in a legal, ethical, and professional manner.
• Provide complete and accurate information.
• Remain in good standing with Grand Rapids Tech.
• Comply with all applicable laws and regulations.
• Accurately represent Grand Rapids Tech products and services.
• Avoid conduct that may damage the reputation of Grand Rapids Tech.

Grand Rapids Tech reserves the right to approve, reject, suspend, or terminate any partner account at its sole discretion.

2. Qualified Referral Requirements

A referral may qualify for compensation when all of the following conditions are met:

• The prospect is not an active customer of Grand Rapids Tech.
• The prospect is not actively engaged in Grand Rapids Tech's sales process.
• The prospect is not already registered by another partner.
• The referral is submitted before Grand Rapids Tech establishes contact with the prospect.
• The partner materially contributes to the introduction or business opportunity.
• The prospect has a legitimate business need for Grand Rapids Tech services.

A referral may be disqualified if:

• The prospect already exists within Grand Rapids Tech's CRM, pipeline, marketing database, or prospecting efforts.
• The prospect originated through Grand Rapids Tech marketing activities, advertising, networking, events, partnerships, inbound inquiries, or company outreach.
• The referral information is incomplete, inaccurate, fraudulent, or misleading.
• The opportunity was reasonably known to Grand Rapids Tech before referral submission.

Grand Rapids Tech shall have sole discretion in determining referral qualification.

3. Referral Registration & Ownership

Referral ownership is generally awarded to the first approved partner that registers the opportunity and introduces the prospect.

Submission of a referral does not guarantee ownership of the opportunity.

Grand Rapids Tech reserves the right to:

• Reject duplicate registrations.
• Assign opportunity ownership.
• Reassign opportunities when appropriate.
• Resolve disputes between referral sources.
• Determine whether meaningful participation occurred.

All ownership decisions shall be final.

4. Referral Registration Expiration

Approved referrals remain active for up to 180 days from the date of approval unless otherwise agreed in writing.

If meaningful sales activity has not occurred within the active period, Grand Rapids Tech may:

• Remove referral protection.
• Reassign the opportunity.
• Pursue the opportunity through other sales channels.

Referral ownership does not automatically renew.

5. Commission Eligibility

Commission payments become eligible only after all of the following have occurred:

1. The customer executes all required agreements.
2. Products or services are delivered, activated, or implemented.
3. Grand Rapids Tech receives payment from the customer.
4. Any refund, cancellation, or dispute periods have expired.
5. The transaction remains in good standing.

No commission shall be considered earned until all eligibility requirements have been satisfied.

6. Commission Structure

Commission rates, residual payments, recurring revenue participation, and incentive structures shall be established separately through an approved Partner Agreement.

Unless otherwise stated in writing, commission calculations exclude:

• Sales tax
• Regulatory fees
• Government fees
• Shipping charges
• Reimbursable expenses
• Third-party pass-through costs
• Hardware financing charges
• Customer credits
• Refunds
• Chargebacks
• Write-offs
• Uncollectible balances

Grand Rapids Tech reserves the right to calculate commissions using:

• Revenue
• Monthly recurring revenue (MRR)
• Annual recurring revenue (ARR)
• Gross profit
• Gross margin
• Net revenue
• Other approved performance metrics

7. Public Sector & Competitive Procurement Opportunities

Due to the significant involvement of leadership, engineers, proposal specialists, project teams, and administrative resources, competitive procurement opportunities generally do not qualify for standard commission structures.

This includes, but is not limited to:

• Requests for Proposal (RFPs)
• Requests for Qualifications (RFQs)
• Requests for Information (RFIs)
• Invitations to Bid (ITBs)
• Government contracts
• Municipal procurements
• School district procurements
• State purchasing contracts
• Cooperative purchasing agreements
• Public agency procurements

Grand Rapids Tech may, at its sole discretion:

• Approve reduced commission rates
• Approve alternative compensation structures
• Offer fixed referral fees
• Split compensation among contributors
• Determine that no commission is payable

Exceptions may be considered when the partner:

• Originated the underlying relationship
• Created the opportunity prior to procurement
• Influenced the purchasing decision
• Maintained substantial involvement throughout the sales process

All determinations regarding public-sector opportunities shall be made solely by Grand Rapids Tech.

8. House Accounts & Company-Generated Opportunities

The following categories may be designated as House Accounts and may not qualify for standard commission payments:

• Website inquiries
• Marketing-generated leads
• Advertising-generated leads
• Trade show leads
• Event leads
• Inbound inquiries
• Existing company relationships
• Strategic accounts
• National accounts
• Accounts assigned by management
• Opportunities generated by Grand Rapids Tech personnel

Grand Rapids Tech reserves the right to determine House Account status at its sole discretion.

9. Existing Customers, Renewals & Reactivated Customers

Unless otherwise approved in writing, commissions are generally not payable on:

• Existing customers
• Contract renewals
• Auto-renewals
• Warranty renewals
• Subscription renewals
• Contract extensions

Customers that previously conducted business with Grand Rapids Tech may be classified as existing customers even if inactive at the time of referral.

Additional compensation may be approved for:

• Significant expansions
• Cross-selling
• New service adoption
• New locations
• Strategic account growth

10. Acquired Accounts & Mergers

Commissions are not automatically payable on customers acquired through:

• Business acquisitions
• Asset purchases
• Mergers
• Portfolio transfers
• Strategic partnerships

Any commission eligibility for such opportunities shall be determined solely by Grand Rapids Tech.

11. Low-Margin, Discounted & Strategic Opportunities

Grand Rapids Tech reserves the right to reduce, modify, or eliminate commission payments when opportunities involve:

• Below-target margins
• Aggressive competitive pricing
• Strategic pricing initiatives
• Promotional pricing
• Nonprofit discounts
• Community sponsorships
• Unusually high implementation costs
• Significant risk factors

Commission calculations may be based upon profitability rather than revenue.

12. Team-Sold Opportunities

Many opportunities require contributions from multiple parties, including:

• Partners
• Sales personnel
• Executives
• Engineers
• Technical architects
• Project managers
• Subject matter experts

Grand Rapids Tech reserves the right to:

• Split commissions
• Adjust payout percentages
• Create shared incentive pools
• Establish alternative compensation structures

All allocation decisions shall be final.

13. Customer Payment, Chargebacks, Refunds & Clawbacks

Commission payments are contingent upon successful customer payment.

If a customer:

• Fails to pay
• Terminates service
• Defaults on an agreement
• Receives a credit
• Receives a refund
• Initiates a chargeback
• Creates bad debt
• Becomes insolvent

Grand Rapids Tech may:

• Delay commission payments
• Reduce commission payments
• Recover previously paid commissions
• Offset future commissions

14. Independent Contractor Relationship

Partners are independent contractors.

Participation does not create:

• Employment
• Agency
• Joint venture
• Franchise
• Legal partnership

Partners shall not:

• Sign contracts on behalf of Grand Rapids Tech
• Bind Grand Rapids Tech to obligations
• Offer unauthorized pricing
• Provide guarantees or warranties
• Misrepresent authority

15. Marketing & Brand Usage

Partners may not use Grand Rapids Tech trademarks, logos, marketing materials, domain names, branding, or intellectual property without prior written approval.

Grand Rapids Tech may withdraw approval at any time.

16. Confidentiality

Partners agree to protect confidential and proprietary information, including:

• Pricing information
• Customer information
• Technical information
• Financial information
• Product information
• Sales strategies
• Business plans

Confidential information may not be shared, copied, or disclosed without written authorization.

17. Non-Solicitation & Non-Circumvention

Partners shall not use confidential information obtained through the Partner Program to:

• Directly compete with Grand Rapids Tech using non-public information.
• Intentionally interfere with customer relationships.
• Misappropriate customer information.
• Circumvent Grand Rapids Tech in active sales opportunities.

Nothing in this section restricts lawful competition using publicly available information.

18. Ethical Conduct & Compliance

Partners shall:

• Conduct business honestly and professionally.
• Comply with all applicable laws and regulations.
• Avoid bribery, kickbacks, or improper payments.
• Avoid deceptive sales practices.
• Respect customer privacy and confidentiality.

Grand Rapids Tech may immediately terminate participation for violations of this section.

19. Taxes

Partners are solely responsible for:

• Federal taxes
• State taxes
• Local taxes
• Self-employment taxes
• Reporting obligations

Grand Rapids Tech may require a completed IRS Form W-9 before making payments and may issue IRS Form 1099 reporting where required.

20. Non-Exclusive Relationship

Participation in the Partner Program is non-exclusive.

Grand Rapids Tech may engage additional:

• Partners
• Consultants
• Agencies
• Resellers
• Referral sources
• Strategic alliances

at any time.

21. Right to Refuse Business

Grand Rapids Tech reserves the right to decline any customer, project, engagement, proposal, or opportunity for any reason, including:

• Capacity limitations
• Profitability concerns
• Credit concerns
• Collection concerns
• Compliance concerns
• Legal concerns
• Strategic business considerations

No commission shall be owed on declined opportunities.

22. Inactivity

Grand Rapids Tech reserves the right to deactivate partner accounts that remain inactive for twelve (12) consecutive months.

Inactive accounts may require reapplication and reapproval.

23. No Guarantee of Revenue

Participation in the Partner Program does not guarantee:

• Referrals
• Revenue
• Commissions
• Opportunity assignments
• Exclusive territories
• Future compensation

24. Program Modifications & Termination

Grand Rapids Tech may modify, suspend, or terminate:

• Program benefits
• Commission structures
• Eligibility requirements
• Incentive plans
• Partner participation
• These Terms & Conditions

at any time.

Changes become effective upon publication unless otherwise stated.

25. Limitation of Liability

To the fullest extent permitted by law, Grand Rapids Tech shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages arising from participation in the Partner Program.

26. Force Majeure

Grand Rapids Tech shall not be liable for delays or failures resulting from circumstances beyond its reasonable control, including natural disasters, acts of government, cyber incidents, utility failures, labor disputes, supply chain disruptions, or other force majeure events.

27. Governing Law & Venue

These Terms & Conditions shall be governed by the laws of the State of Michigan.

Any legal action arising from the Partner Program shall be brought exclusively in the state or federal courts located in Kent County, Michigan.

28. Recovery of Costs

If Grand Rapids Tech prevails in any dispute arising from the Partner Program, Grand Rapids Tech shall be entitled to recover its reasonable attorneys' fees, costs, and expenses to the maximum extent permitted by law.

29. Electronic Acceptance

Submission of a referral, participation in the Partner Program, execution of a Partner Agreement, or acceptance of program benefits constitutes electronic acceptance of these Terms & Conditions.

Electronic signatures and approvals shall be deemed valid and enforceable.

30. Reservation of Rights

All rights not expressly granted under the Partner Program are reserved by Grand Rapids Tech.

31. Final Authority

Grand Rapids Tech retains sole and final authority regarding:

• Referral qualification
• Opportunity ownership
• Commission calculations
• Commission eligibility
• Commission allocation
• Program interpretation
• Exception approvals
• Partner standing
• Dispute resolution

All determinations made by Grand Rapids Tech shall be final and binding.