Introduction

These MemberJunction Solution Provider Program Guidelines (the “Guidelines”) are incorporated into the Solution Provider Agreement (“Agreement”) between “Solution Provider” and VennSpace LLC dba MemberJunction (“MemberJunction”). Please read these Guidelines carefully. By entering into the Agreement, Solution Provider has agreed to be bound by the terms and conditions contained in these Guidelines.

Definitions

Except as specifically defined herein, all capitalized terms used in these Guidelines have the meanings set forth in the Agreement.

1. Adjustments: Any refunds, credits, write-offs, charge-backs, cancellations, taxes, and other expenses and adjustments attributed to, and adjusted against, the Customer’s payment to MemberJunction.
2. Annual Recurring Revenue (ARR): The annualized value of the recurring MJ Managed and Skip revenue, as calculated by MemberJunction, associated with a Customer order.
3. Annualized Customer Value: The expected future Renewal Business ARR for a Customer, as calculated by MemberJunction and as may be further re-calculated by MemberJunction pursuant to then-current upsell order(s) or return authorization(s) for such Customer.
4. Annualized Value under Management: The sum of the Annualized Customer Value from each Customer for which Solution Provider is listed as the Partner of Record, as determined by MemberJunction.
5. Good Standing: Solution Provider complies with all the requirements and terms set forth in the Agreement (including, but not limited to, these Guidelines).
6. Go-to-Market Activity: Solution Provider has a Go-to-Market Strategy and sufficient, qualified staff dedicated to co-marketing activities with MemberJunction’s marketing and sales teams.
7. Go-to-Market Strategy: An action plan developed by Solution Provider specifying how it will market and sell to prospective Customers, deliver sales outcomes under such action plan, and develop the necessary competencies to implement the Implementable Services.
8. Implementable Service(s): The subset, modules, or features of the MemberJunction Platform that Solution Provider has earned rights to market under the Implementation Appointment.
9. Implementation: The process of setting up, connecting, configuring, customizing, designing, testing, and establishing the functionality of the Service Offerings for use by a Customer.
10. MemberJunction Solution Provider Program (Program): The MemberJunction partner program titled, “MemberJunction Solution Provider Program,” as described by these Guidelines and marketed on MemberJunction’s web properties.
11. Partner of Record: Solution Provider is listed as the partner of record in MemberJunction’s master customer list for a Customer, on an Estimate/Order Form, or on any Adjustment.
12. Service Offerings: MemberJunction’s software, SaaS, and managed services offerings as outlined in Exhibit A: Listing of Service Offerings.
13. SOW/Order Form: A MemberJunction SOW, Order Form, or renewal notification in the name of, and executed by, a Customer and accepted by MemberJunction, specifying the Service Offerings to be provided by MemberJunction subject to the terms of MemberJunction’s Master Agreement, as applicable, for the applicable Service Offerings.
14. Training Requirements: All of the staffing levels, training requirements, and competency recommendations described in these Guidelines.

Program Participation

To maintain participation in the Program, Solution Provider agrees to the following:

1. Comply with the terms of the Agreement and these Guidelines at all times during the Term of the Agreement.
2. Market, promote, and support the sale of Service Offerings to prospective Customers.
3. Market, promote, and support the Implementation and use of the Implementable Services to prospective Customers and to current Customers for which Solution Provider is listed as the Partner of Record.
4. Support the renewal of Service Offerings to Customers for which Solution Provider is listed as the Partner of Record.
5. Comply with the Trained Staffing Levels (as outlined in these Guidelines).
6. Promote Partner Services on Solution Provider’s website and in marketing materials such as advertisements, printed materials, and direct marketing.
7. Focus Solution Provider’s business in industries where it has developed competencies designed to maximize successful outcomes with the goal to increase Solution Provider’s Annualized Value under Management.
8. Refrain from causing Partner-at-Fault Project Escalations, as further defined below.
9. Subject to the Go-to-Market Focus Designation, meet the Minimum Sales Levels, as further described below.

Lead Registration Guidelines

To register a lead, Solution Providers should follow these steps:

1. Email Submission: Send an email to [designated email address] with the following details:

• Customer Name
• Main Point of Contact (including name, email, and phone number)
• Revenue of the Company
• Products and Services the Customer is Interested in (e.g., MJ Managed, Skip)

2. Lead Confirmation: Upon receipt of the email, MemberJunction will confirm and register the lead in the Solution Provider's name. A confirmation email will be sent to the Solution Provider once the lead is successfully registered.
3. Future Enhancements: We are in the process of developing a lead submission form and partner portal to streamline this process. These tools will be available in the near future, and further instructions will be provided at that time.

General Terms and Requirements

Minimum Sales Level

To maintain Good Standing within the Program, Solution Provider must match or exceed the average business referred over the past two years, measured annually on the Solution Provider’s Agreement anniversary date.

Open Source and Licensing

MemberJunction operates under an open-source MIT License, and no Master Agreement is required for the use of the MemberJunction Platform. The End User consents to the MIT License upon using the platform. Solution Providers are enabled to implement and provide ongoing professional services for the MJ platform.

Managed and SaaS Offerings

Solution Providers accepted into the program can receive sales commissions on the upsell of MJ Managed and Skip subscription products. These products are managed services and a SaaS AI data analytics solution, respectively, and are not part of the open-source software. They can be purchased when implementing MJ.

Customer Subscription Agreement

For MJ Managed and Skip products, all Customers referred by Solution Providers are required to execute MemberJunction’s Master Agreement. Solution Provider is responsible for providing MemberJunction with all relevant Customer information including, but not limited to: Customer legal entity name and contact email address, subscription start and end dates, payment terms, amount payable and payment method, bill to and ship to addresses.

Partner Business Reviews

MemberJunction will conduct a business review with Solution Provider to review Solution Provider’s program status. These reviews will be conducted each January and July, at the end of the then-current Term of the Agreement, or more frequently (such as quarterly) as mutually agreed.

Good Standing

Commencing on the Effective Date of the Agreement, Solution Providers will be afforded a ninety (90) day grace period to attain Good Standing. At MemberJunction’s sole discretion and without limiting or waiving any other remedies available to MemberJunction pursuant to the Agreement (including, but not limited to these Guidelines),, MemberJunction may allow a Solution Provider who is not in Good Standing to maintain membership in the Program beyond the 90-day grace period. MemberJunction reserves the right to reject any consent to an assignment of the Agreement (as described in the Agreement), if Solution Provider is not in Good Standing. Any past-due balances on any fees due to MemberJunction by Solution Provider will result in a suspension of Good Standing until all outstanding balances are brought current.

Losing Good Standing due to Partner-at-Fault Project Escalation

A project escalation occurs when a Customer files a support case (pursuant to their MemberJunction Agreement) in connection with an Implementation for the Service Offering and such support case is escalated to MemberJunction’s leadership. A “Partner-at-fault Project Escalation” occurs when MemberJunction’s root-cause analysis concludes that Solution Provider’s work product caused the issue or incident giving rise to a project escalation. Solution Provider shall lose Good Standing by causing three (3) or more Partner-at-fault Project Escalations per rolling 12-month window or if any single Partner-at-fault Project Escalation results in a reduction of the Annualized Customer Value for such Customer.

Effect of Losing Good Standing

Solution Provider’s loss of Good Standing may result in any or all of the following at MemberJunction’s sole discretion: loss of eligibility for benefits, removal of Solution Provider’s logo from MemberJunction’s public websites, loss of access to Demo Accounts, non-renewal of the Agreement, or termination of the Agreement for breach.

Staffing and Training Requirements

Training Requirements

Partners agree to undergo thorough product training with MemberJunction. A future certification program will be established, and partners will be required to participate to ensure they remain proficient in delivering high-quality services.

Training Prior to Commencement of Implementation

These Guidelines are provided to help MemberJunction best set Solution Provider up to be successful in implementing the Service Offerings. MemberJunction recommends Solution Provider ensure that all applicable training is completed prior to the commencement of any Implementation to ensure Customer satisfaction.

New Feature Training

As MemberJunction adds features and upgrades to the MemberJunction Platform, self-paced new-feature training may be made available at no cost (unless otherwise specified by MemberJunction) to Solution Providers. Solution Provider’s consulting personnel will be expected to participate in new-release training events to maintain proficiency in implementing the MemberJunction Platform based on the applicable new features and functions.

Benefits and Entitlements

Solution Provider Revenue Share

Solution Providers will receive a revenue share percentage on all eligible Service Offerings as set forth in the Agreement based on MemberJunction’s standard pricing less any MemberJunction pre-approved discounts and/or Adjustments. Unless otherwise provided in the Agreement, MemberJunction will disburse earned revenue share payments to Solution Provider approximately 45 days after the month in which MemberJunction has received and posted the Customer payment associated with the Service Offerings. For any transaction with payment terms that result in multiple customer invoices, the Solution Provider will receive their then current revenue share percentage as of the applicable invoice(s) date(s) and as set forth in the Agreement and these Guidelines.

Demo Database/Data

Solution Provider may download the software and maintain their own demo accounts. MemberJunction will provide copies of the demo database/data upon request to assist Solution Providers in setting up their demo environments.

Partner Marketing Activities

Joint Marketing

Each party will, at its discretion, provide marketing support to the other, such as conducting site visits to valid prospects, answering service-related questions from prospects referred by the other party, and attending industry events. Solution Provider and MemberJunction will coordinate marketing activity related to the Service Offerings and Implementable Services on a regular basis during the Term of the Agreement, including participation in follow-up planning meetings at least once every six (6) months. Such marketing coordination may include, but is not limited to:

1. An initial joint marketing planning meeting;
2. Monthly opportunity status reporting by Solution Provider and MemberJunction; and/or
3. Issuing of joint press releases on joint customer wins, subject to such customer’s and each party’s prior approval.

Marketing of the Implementation Appointment

Subject to Solution Provider being in Good Standing, MemberJunction may market Solution Provider’s Implementation Appointment on MemberJunction’s web properties and Solution Provider may market its Implementation Appointment pursuant to the Appointment and the MemberJunction Partner Marketing Guidelines.

Blue Cypress Events

Subject to Solution Provider being in Good Standing, Solution Provider may sponsor promotional levels for its Partner Services, as set forth in relevant sponsor materials, to MemberJunction prospects and Customers at Blue Cypress’s Innovation Hub conferences and Sidecar’s digitalNow conference. Solution Providers in Good Standing will be further eligible for a 15% discount on the list price for related event sponsorship packages.

Solution Provider acknowledges that participation in such events is subject to Solution Provider’s acceptance of sponsorship terms and conditions and payment of applicable fees.

Partner Awards

MemberJunction may recognize its partners annually with awards that are based on Solution Provider’s performance under the Program. For a Solution Provider to be eligible to receive an award, the following conditions must all apply:

• Solution Provider must be in Good Standing at the time of award; and
• Solution Provider must have been in Good Standing for the preponderance of the Program year immediately prior to the award date.