Managed Services Partner Terms

A Managed Services Partner may configure and support an ALEBEX customer only after that customer has accepted the applicable ALEBEX direct-customer legal bundle. Standard campaigns do not require separate ALEBEX approval, but ALEBEX may review Restricted Uses and risk-triggered activity.

These ALEBEX AI Managed Services Partner Terms (the “Managed Partner Terms”) form a binding agreement between ALEBEX AI Corp. (“ALEBEX”) and the person or entity approved in the partner account or applicable Partner Order Form (“Partner”). They govern Partner’s access to ALEBEX customer organizations for configuration, implementation, administration, training, first-line support, and related managed services.

Each business customer managed by Partner (“Managed Customer”) contracts directly with ALEBEX under the ALEBEX AI Online Platform Terms of Service and incorporated documents. ALEBEX bills the Managed Customer unless an Order Form expressly states another arrangement. Partner is not a reseller or merchant of record for the Managed Customer unless a separate signed agreement says so.

Partner is an independent contractor. These Managed Partner Terms do not create a franchise, fiduciary relationship, employment relationship, partnership, joint venture, tax agency, permanent establishment, or authority for Partner to bind ALEBEX or a Managed Customer.

Partner must provide accurate legal name, formation information, address, beneficial-ownership or control information where requested, tax information, website, service description, administrator details, payment details, intended countries, and other information reasonably required for identity, KYC, sanctions, fraud, security, tax, or program administration.

ALEBEX may approve, reject, limit, condition, or revoke Partner status. Approval is non-exclusive and does not grant a protected territory, protected account, minimum referral volume, exclusive relationship, or right to appoint another partner. Sub-agents, sub-resellers, or delegated partner administrators require ALEBEX’s prior written approval.

Partner must not create or activate a Managed Customer organization until an authorized representative of the Managed Customer has accepted the then-current ALEBEX direct-customer clickwrap, provided accurate identity and billing information, and completed any required payment, communications, caller-identity, country, or Restricted Use gates.

Partner must not create anonymous, pseudonymous, misleading, disposable, shell, sanctioned, or concealed customer organizations; use Partner’s identity or payment profile to mask the actual customer; split a customer across organizations to evade pricing, review, limits, or enforcement; or continue managing a customer Partner reasonably believes is fraudulent, prohibited, or materially misidentified.

ALEBEX may provide Partner with role-based access to approved Managed Customer organizations. Access is limited to the functions required for the approved services and may be reduced or revoked by ALEBEX or the Managed Customer. Partner must not share credentials, impersonate a Managed Customer administrator, use a Managed Customer’s credentials, or access an organization without current customer authorization.

Partner must use unique user accounts, available multi-factor authentication, least-privilege permissions, prompt personnel offboarding, secure credential storage, and reasonable device, network, and access safeguards. Partner is responsible for activity through Partner credentials and for its personnel, contractors, and approved sub-agents.

ALEBEX may record actor-level audit information, including user, organization, timestamp, IP or session information, configuration changed, previous and new value where available, workflow or campaign affected, and applicable acceptance or attestation version. Partner must preserve its own ordinary actor and configuration logs for at least twenty-four months and relevant communications, consent, custom-voice, complaint, and customer-authorization records for at least five years or longer where required by law.

Partner is responsible for configurations, prompts, instructions, scripts, knowledge bases, workflows, call flows, data mappings, integrations, recipient lists, consent settings, disclosure settings, recording and transcription settings, caller or sender identity, routing, transfers, and changes that Partner creates, imports, selects, approves, or deploys.

Each Managed Customer remains responsible under its ALEBEX agreement for its products, offers, data, contact and lead sources, lawful contact basis, recipients, claims, instructions, direct Account changes, legal obligations, and use of the Services. Partner must not represent that Partner or ALEBEX has assumed the Managed Customer’s legal duties.

Partner and a Managed Customer are each responsible for their own conduct and are jointly and severally responsible to ALEBEX to the extent a loss, violation, or claim arises from conduct they jointly directed, approved, participated in, knowingly permitted, or benefited from; from a Partner-managed configuration; or from Partner’s failure to suspend, correct, or escalate conduct after Partner knew or received ALEBEX notice of it.

Partner is not responsible for concealed customer conduct outside Partner’s contracted scope and reasonable control where Partner complied with its monitoring, escalation, and remediation obligations. This allocation does not limit ALEBEX’s right to protect the Services or enforce directly against either party.

Partner must obtain Managed Customer approval for material business, data, communications, and disclosure configurations and must test material technical changes using available non-production or controlled testing functionality before broad deployment where reasonably practicable.

Partner must comply with the ALEBEX Acceptable Use Policy, AI Voice and Customer Communications Policy, Data Processing Addendum, Service and Country Requirements, product documentation, carrier and provider requirements, and laws applicable to Partner’s services. Partner must not help a Managed Customer bypass a control, restriction, identity check, payment gate, country limit, suspension, or legal requirement.

Ordinary inbound and outbound business workflows may proceed after the Managed Customer completes the applicable gates. ALEBEX does not require a separate form or manual review for every campaign. Partner and the Managed Customer remain responsible for recipient eligibility, contact source, consent or other lawful basis, caller and sender identity, scripts and offers, calling hours, recording and transcription notices, AI or automation disclosures where required, opt-outs, suppression, and records.

Partner must promptly escalate a Restricted Use, unsupported country, disputed custom voice, suspicious list, high complaint or opt-out rate, unusual traffic pattern, sanctions concern, carrier block, regulator inquiry, security event, payment anomaly, fraud indicator, or other elevated-risk activity. ALEBEX may require additional information, limits, attestation, legal review, or approval before activation or continuation.

Partner must immediately report suspected fraud, impersonation, unauthorized caller identity, unlawful communications, voice-rights misuse, credential compromise, material disclosure failure, or serious customer or recipient harm to abuse@alebex.ai or security@alebex.ai as appropriate.

Partner may access Customer Content only as authorized by the Managed Customer and only to provide the approved managed services. Partner must comply with the Managed Customer’s documented instructions, applicable privacy law, the DPA, and ALEBEX security requirements. Partner must not use Customer Content for Partner’s unrelated purposes, advertising, data sale, profiling, or model training.

Partner must maintain reasonable administrative, technical, and physical safeguards, including confidentiality obligations, access controls, secure transmission and storage, credential management, vulnerability and patch management, logging, incident response, and secure deletion. Partner must notify ALEBEX and the Managed Customer without undue delay after a suspected security or privacy incident and cooperate with investigation, containment, notice, and remediation.

Each party must protect the other party’s non-public commercial, technical, security, customer, pricing, and operational information using at least reasonable care and use it only for the program. ALEBEX Confidential Information includes non-public APIs, documentation, system prompts, orchestration, model configurations, security information, pricing, roadmaps, and partner-portal information.

Partner provides the Managed Customer’s first-line configuration, training, workflow, and ordinary support included in Partner’s service. ALEBEX provides support to Partner and the Managed Customer according to the applicable ALEBEX plan and support channels. No service level, response time, uptime commitment, credit, or dedicated support is created unless stated in an Order Form.

Partner must use trained personnel, review configurations for accuracy, maintain reasonable human escalation and fallback procedures, promptly correct known errors, and route platform defects and high-severity incidents to ALEBEX with relevant logs and reproduction information.

Partner may identify itself as an approved ALEBEX managed-services partner only while approved and only using descriptions or marks authorized by ALEBEX. Partner must follow brand guidance and remove or correct a statement, page, advertisement, proposal, or asset on ALEBEX request.

Partner must not state or imply that it owns ALEBEX technology; is ALEBEX’s employee, agent, legal adviser, regulator, or exclusive representative; can bind ALEBEX; can grant discounts, credits, warranties, indemnities, service levels, security certifications, data-residency promises, or compliance guarantees for ALEBEX; or has authority beyond the approved program.

Partner is responsible for its marketing, customer statements, service descriptions, proposals, pricing, and commitments. Partner must not use deceptive claims or promise that AI output is always accurate, that a communication is automatically lawful, or that ALEBEX has reviewed a Managed Customer’s legal compliance.

Partner earns only the commission, percentage, customer set, duration, and payment schedule stated in the applicable Partner Order Form or partner portal record. Unless expressly stated otherwise, commission is calculated on Net Collected Service Revenue actually received and retained by ALEBEX from eligible Managed Customers.

“Net Collected Service Revenue” excludes taxes, government charges, refunds, credits, promotional amounts, chargebacks, disputed amounts, bad debt, fraud, uncollected invoices, write-offs, pass-through telephony or provider charges designated by ALEBEX, professional services, hardware, and amounts paid after the commission period. ALEBEX may offset or claw back commission previously paid on revenue later refunded, credited, charged back, found fraudulent, or not retained.

Partner must not collect ALEBEX customer payments, alter ALEBEX pricing, promise a discount, issue a credit, or modify a subscription without ALEBEX authorization. ALEBEX determines customer invoices, taxes, payment collection, refunds, credits, and chargebacks for direct Managed Customers.

Partner is responsible for taxes on its commission and must provide invoices, tax numbers, residency forms, or other information ALEBEX reasonably requires. ALEBEX may withhold or deduct amounts required by law and will provide available supporting records.

ALEBEX may monitor Partner access, configuration activity, customer complaints, support quality, communications traffic, opt-outs, fraud indicators, security events, and program performance. ALEBEX may request evidence, impose remediation, reduce permissions, lower limits, suspend a feature or organization, or revoke Partner status where reasonably necessary to protect the Services, Managed Customers, Recipients, carriers, providers, or ALEBEX.

Suspension may target Partner credentials, a particular user, organization, number, voice, workflow, campaign, country, or feature. ALEBEX may act without advance notice where delay could increase legal, security, fraud, payment, sanctions, customer, recipient, carrier, or service-integrity exposure.

Termination of Partner status does not automatically terminate a Managed Customer’s ALEBEX account. ALEBEX may remove Partner access, notify the Managed Customer, allow the customer to continue directly or appoint another administrator, and preserve service continuity where lawful and technically feasible. Partner must cooperate with an orderly access and configuration transition and must not hold customer credentials, data, or configurations hostage.

Partner will defend, indemnify, and hold harmless ALEBEX, its Affiliates, and their directors, officers, employees, contractors, licensors, service providers, and representatives from claims, investigations, fines, penalties, losses, liabilities, settlements, costs, and reasonable legal fees arising from Partner’s services; Partner configurations or instructions; Partner marketing or commitments; Partner personnel or systems; unauthorized access; Customer Content misuse; privacy or security breach within Partner’s control; unlawful communications; unauthorized voices or caller identity; fraud; taxes; failure to bind or obtain authorization from a Managed Customer; or Partner’s breach of these Managed Partner Terms.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALEBEX WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES; LOST COMMISSION, PROFITS, REVENUE, CUSTOMERS, OPPORTUNITY, GOODWILL, DATA, OR ANTICIPATED SAVINGS; OR COST OF SUBSTITUTE SERVICES.

Except for liability that cannot lawfully be limited, ALEBEX’s aggregate liability under the managed-services relationship will not exceed the commission actually paid or payable to Partner for eligible Managed Customers during the six months immediately before the event first giving rise to liability. Partner’s payment, indemnity, confidentiality, intellectual-property misuse, security, privacy, communications-law, fraud, wilful-misconduct, unauthorized-access, and unauthorized-commitment obligations are not limited by that cap.

These Managed Partner Terms begin when Partner accepts them or an applicable Partner Order Form and continue until Partner status ends. Either party may terminate the program on thirty days’ notice unless an Order Form states another period. ALEBEX may suspend or terminate immediately for non-payment, fraud, prohibited use, security risk, sanctions concern, misuse of ALEBEX IP, unauthorized access, material customer harm, repeated service failure, or another uncured material breach.

Commission after termination is payable only as stated in the Partner Order Form. Unless the Order Form expressly grants a tail, no commission accrues after termination. Accrued commission remains subject to reconciliation, exclusions, offsets, refunds, fraud review, and clawback.

ALEBEX may update these Managed Partner Terms under the update provisions of the Platform Terms. A material commercial change to commission or a negotiated Order Form requires the process stated in that Order Form and is not changed solely by a general online update.

British Columbia and applicable federal Canadian law govern. The parties submit to the exclusive courts in Vancouver, British Columbia, except ALEBEX may seek urgent protective, collection, or enforcement relief in another court with jurisdiction. Electronic acceptance, electronic signatures, partner-portal records, and Account logs are valid evidence.

Formal notices to ALEBEX must be sent to legal@alebex.ai and the registered office at 570 Dunsmuir Street, Vancouver, British Columbia, Canada. Operational notices may be sent through the partner portal or to the Account contacts.