Legal Channel Program

EFFECTIVE DATE:  January 1, 2026

Between: M3, LLC (“M3“)and M3 channel partner (“Partner“) identified on an applicable Addendum referencing this Agreement. 

1. SCOPE AND STRUCTURE

1.1 Master Agreement. This Master Channel Partner Agreement, together with any executed Addenda (collectively, the “Agreement“), governs Partner’s participation in one or more of M3’s channel programs.  In the event there is a signed agreement between M3 and Partner, the signed agreement prevails over this online MSA.

1.2 Addenda. The parties may execute one or more of the following Addenda, each of which incorporates the terms of this Master Agreement:

• Addendum A: Referral Partner Program
• Addendum B: Managed Services Provider Program
• Addendum C: Reseller Program

1.3 Incorporation by Reference. Each executed Addendum is governed by and incorporates all terms of this Master Agreement unless expressly modified in the Addendum. In the event of conflict between this Master Agreement and an Addendum, the Addendum controls solely with respect to the specific program governed by that Addendum.

1.4 Independent Programs. Each Addendum represents a separate and independent engagement. Partner’s participation in one program does not obligate Partner to participate in any other program, and breach or termination of one Addendum does not automatically terminate other Addenda unless expressly stated.

2. DEFINITIONS

2.1 Common Definitions. The following terms apply across all Addenda unless otherwise defined:

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of voting securities or equivalent ownership interest.
• “Confidential Information” means all non-public information disclosed by one party to the other, including but not limited to: source code, specifications, APIs, templates, performance data, benchmarks, pricing, financial information, customer names and lists, sales plans, marketing strategies, product roadmaps, and the terms of this Agreement.
• “Customer” or “End Customer” means a third-party entity that purchases, licenses, or uses the Products, whether directly from M3 or through Partner.
• “Documentation” means M3’s then-current technical documentation, user guides, and specifications for the Products.
• “Intellectual Property” or “IP” means all patents, copyrights, trademarks, trade secrets, know-how, and other intellectual property rights.
• “M3 Marks” means M3’s trademarks, service marks, logos, trade names, and brand identifiers.
• “Products” means M3’s software, platforms, applications, services, and related offerings as specified in the applicable Addendum.
• “Territory” means the geographic area(s) specified in the applicable Addendum.

3. APPOINTMENT AND AUTHORIZATION

3.1 Non-Exclusive Appointment. Subject to the terms of each executed Addendum, M3 appoints Partner on a non-exclusive, non-transferable, non-sublicensable basis to participate in the channel program(s) specified in such Addendum(a).

3.2 No Exclusivity. Unless expressly stated in an Addendum, Partner’s appointment is non-exclusive. M3 retains the unrestricted right to market, distribute, license, sell, and exploit the Products directly or through other channels, partners, resellers, or distributors in any manner and in any territory.

3.3 Reservation of Rights. M3 reserves all rights not expressly granted in this Agreement. Partner acquires no ownership rights in the Products, M3 Marks, or M3’s Intellectual Property.

4. PARTNER OBLIGATIONS

4.1 Legal Compliance. Partner shall comply with all applicable laws, regulations, and industry standards in performing under this Agreement, including but not limited to:

• Export control laws and regulations (EAR, ITAR, OFAC)
• Anti-corruption and anti-bribery laws (FCPA, UK Bribery Act)
• Data protection and privacy laws (GDPR, CCPA, and equivalent)
• Consumer protection and advertising standards

4.2 Prohibited Dealings. Partner shall not, directly or indirectly, market, sell, distribute, or provide Products or services to:

• Any person or entity located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions
• Any person or entity on the OFAC Specially Designated Nationals List, BIS Denied Persons List, or State Department Debarred Parties List
• Any jurisdiction where M3 determines such activities would violate applicable law or create unacceptable IP or business risk

4.3 Business Practices. Partner shall:

• Conduct business in an ethical and professional manner consistent with industry standards
• Not engage in deceptive, misleading, or unfair business practices
• Not make false or misleading representations about M3, the Products, or the relationship between the parties
• Maintain adequate resources, personnel, and expertise to fulfill its obligations under each Addendum

4.4 Data Protection and Security. Partner shall:

• Implement and maintain appropriate technical and organizational security measures to protect Confidential Information and Customer data
• Comply with all applicable data protection and privacy laws
• Promptly notify M3 in writing of any actual or suspected data breach, security incident, or unauthorized access, use, or disclosure of Confidential Information or Customer data
• Cooperate with M3 in investigating and remediating any such incident

4.5 Cooperation and Reporting. Partner shall provide M3 with such information, reports, and cooperation as reasonably requested to enable M3 to monitor compliance with this Agreement and applicable Addenda.

5. INTELLECTUAL PROPERTY OWNERSHIP

5.1 M3 Ownership. Partner acknowledges that M3 and its licensors own all right, title, and interest in and to the Products, Documentation, M3 Marks, and all related Intellectual Property, including all modifications, enhancements, derivative works, and improvements thereto. This Agreement does not grant Partner any ownership rights in such Intellectual Property.

5.2 No Source Code Rights. Nothing in this Agreement grants Partner any right to access, use, or obtain the source code for any Products.

5.3 Assignment of Rights. If Partner obtains or is deemed to obtain any right, title, or interest in or to any M3 Intellectual Property, Partner hereby automatically assigns all such rights to M3 and agrees to execute any documents reasonably necessary to confirm such assignment at no cost to M3.

5.4 Feedback. Partner may provide suggestions, comments, or feedback regarding the Products. M3 shall own all rights in such feedback and may use it for any purpose without obligation to Partner.

6. TRADEMARK LICENSE AND USAGE

6.1 Limited License. Subject to the terms of this Agreement and any applicable Addendum, M3 grants Partner a limited, non-exclusive, non-transferable, non-sublicensable license to use the M3 Marks solely in connection with Partner’s authorized activities under the applicable Addendum and solely within the Territory.

6.2 Usage Requirements. Partner shall:

• Use the M3 Marks strictly in accordance with M3’s usage guidelines and instructions as provided or updated from time to time
• Not alter, modify, or create derivative versions of the M3 Marks
• Not use the M3 Marks in any manner that causes confusion, dilution, tarnishment, or jeopardy to M3’s reputation, goodwill, or trademark rights
• Not challenge the validity, ownership, or enforceability of the M3 Marks
• Acknowledge that all goodwill arising from Partner’s use of the M3 Marks inures solely to the benefit of M3

6.3 Marketing Materials. Partner shall not create, publish, or distribute any marketing, promotional, or sales materials featuring the M3 Marks or referencing the Products without M3’s prior written approval. M3 may provide approved marketing assets for Partner’s use.

6.4 Termination of License. The trademark license granted herein automatically terminates upon termination or expiration of this Agreement or the applicable Addendum. Partner shall immediately cease all use of the M3 Marks upon such termination.

7. CONFIDENTIALITY

7.1 Confidential Information. Each party acknowledges that it may receive Confidential Information from the other party. The receiving party shall:

• Hold all Confidential Information in strict confidence
• Use Confidential Information solely to perform its obligations or exercise its rights under this Agreement
• Not disclose Confidential Information to any third party except to employees, contractors, Affiliates, and professional advisors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those herein
• Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care

7.2 Exceptions. Confidential Information does not include information that:

• Is or becomes publicly available through no breach of this Agreement
• Was rightfully known to the receiving party prior to disclosure
• Is rightfully received from a third party without breach of confidentiality obligations
• Is independently developed by the receiving party without use of or reference to the Confidential Information

7.3 Compelled Disclosure. If a party is legally compelled to disclose Confidential Information, it shall promptly notify the disclosing party to allow the disclosing party to seek a protective order or other appropriate remedy. The receiving party shall disclose only the minimum information required and shall cooperate with the disclosing party’s efforts to obtain confidential treatment.

7.4 Security Incidents. Partner shall promptly notify M3 in writing of any actual or suspected theft, loss, unauthorized use, disclosure, or access to M3’s Confidential Information.

7.5 Return or Destruction. Within thirty (30) days of termination of this Agreement or upon M3’s request, Partner shall return or destroy (at M3’s election) all Confidential Information and certify such return or destruction in writing upon request. Partner may retain copies as required by law or for backup purposes, subject to continued confidentiality obligations.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Warranties. Each party represents and warrants that:

• It has full power and authority to enter into and perform this Agreement
• Execution and performance of this Agreement does not violate any agreement, law, or regulation to which it is subject
• It has obtained all necessary rights, licenses, and consents to perform its obligations hereunder

8.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, M3 MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. M3 DOES NOT WARRANT THAT THE PRODUCTS WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET PARTNER’S OR ANY CUSTOMER’S REQUIREMENTS.

9. INDEMNIFICATION

9.1 Partner Indemnity. Partner shall indemnify, defend, and hold harmless M3, its Affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to:

• Partner’s breach of this Agreement or any Addendum
• Partner’s negligent or wrongful acts or omissions
• Partner’s violation of applicable laws or regulations
• Claims by End Customers related to Partner’s services, performance, or conduct (to the extent not caused by M3’s breach or the Products’ non-conformance)

9.2 M3 Indemnity. M3 shall indemnify and defend Partner from and against any third-party claims that the Products, when used as authorized under this Agreement, infringe or misappropriate such third party’s Intellectual Property rights.

9.3 Indemnification Procedures. The indemnified party shall:

• Promptly notify the indemnifying party in writing of any claim
• Grant the indemnifying party sole control of the defense and settlement (provided settlements do not impose obligations on or admit liability by the indemnified party without its consent)
• Reasonably cooperate in the defense at the indemnifying party’s expense

9.4 Limitations. The indemnifying party’s obligations do not apply to claims arising from the indemnified party’s breach, negligence, or modification of the Products.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR M3’S LICENSORS OR SUPPLIERS) SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap. EXCEPT FOR BREACHES OF CONFIDENTIALITY OBLIGATIONS, INDEMNIFICATION OBLIGATIONS, OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT AND ALL ADDENDA SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTNER TO M3 UNDER THE APPLICABLE ADDENDUM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.3 Essential Basis. The parties acknowledge that these limitations are an essential basis of the bargain and that M3 would not enter into this Agreement without such limitations.

11. TERM AND TERMINATION

11.1 Term. This Master Agreement commences on the Effective Date and continues until terminated as provided herein. Each Addendum shall have its own term as specified therein.

11.2 Termination for Convenience.

• M3 may terminate this Master Agreement or any Addendum upon thirty (30) days’ prior written notice.
• Partner may terminate this Master Agreement or any Addendum upon ninety (90) days’ prior written notice.
• Termination of all Addenda automatically terminates this Master Agreement.

11.3 Termination for Cause. Either party may terminate this Master Agreement or any Addendum immediately upon written notice if:

• The other party materially breaches this Agreement or the applicable Addendum and fails to cure within thirty (30) days of written notice specifying the breach
• The other party becomes subject to bankruptcy, insolvency, receivership, liquidation, or similar proceedings that are not dismissed within sixty (60) days

11.4 Immediate Termination. M3 may terminate this Master Agreement or any Addendum immediately upon written notice if Partner breaches Sections 4.1 (Legal Compliance), 4.2 (Prohibited Dealings), 4.4 (Data Protection), 5 (IP Ownership), or 7 (Confidentiality).

11.5 Effect of Termination. Upon termination or expiration:

• All licenses granted herein immediately terminate;
• Partner shall immediately cease all use of the Products, M3 Marks, and Confidential Information;
• Partner shall return or destroy all Confidential Information as provided in Section 7.5;
• Accrued payment obligations survive; and
• Sections 5, 7, 8.2, 9, 10, 11.5, and 12-18 survive.

12. INSURANCE

12.1 Required Coverage. Partner shall obtain and maintain, at its own expense, the following insurance coverage with insurers rated A- or better by A.M. Best:

• Commercial General Liability: $2,000,000 per occurrence
• Professional Liability/Errors & Omissions: $2,000,000 per claim
• Cyber Liability: $2,000,000 per occurrence
• Workers’ Compensation: statutory limits

12.2 Additional Insured. Partner shall name M3 as an additional insured on its Commercial General Liability policy.

12.3 Certificates. Partner shall provide M3 with certificates of insurance evidencing such coverage upon request and at least thirty (30) days prior to any cancellation or material change.

13. GENERAL PROVISIONS

13.1 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship. Neither party has authority to bind the other.

13.2 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties and does not confer any rights upon any third party.

13.3 Governing Law. This Agreement shall be governed by the laws of the State of Georgia, United States, without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

13.4 Jurisdiction and Venue. The parties consent to the exclusive jurisdiction and venue of the federal and state courts located in Atlanta, Georgia for any disputes arising under this Agreement.

13.5 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign to an Affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all assets, provided the transaction does not involve a direct competitor of the other party. Any prohibited assignment is void and constitutes a material breach.

13.6 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or utility failures. If such delay exceeds thirty (30) days, either party may terminate the affected Addendum upon written notice.

13.7 Notices. All notices must be in writing and delivered to the addresses specified in the applicable Addendum via certified mail, overnight courier, or email (with confirmation of receipt).

13.8 Entire Agreement. This Master Agreement, together with all executed Addenda and referenced exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications regarding the subject matter hereof.

13.9 Amendments. No amendment or modification of this Agreement or any Addendum is effective unless in writing and signed by authorized representatives of both parties.

13.10 Waiver. No waiver of any provision is effective unless in writing. Waiver of any breach does not waive any other breach.

13.11 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

13.12 Counterparts. This Agreement and any Addendum may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Electronic signatures are valid and binding.

13.13 Publicity. Neither party may issue press releases or public announcements regarding this Agreement without the other party’s prior written consent, except as required by law.