May 16, 2025

Welcome, Misty, Jenny, and Jimmy!
 
As DEVCOM continues through renegotiations with you, we would first like to acknowledge the strong and corporately historic partnership we have built at WOW! — one we are deeply proud of.

From our groundbreaking pilot in 2006 with Kirk Zerkle, which required a fundamental change to WOW!’s Board policy regarding third-party direct sales, to our multiyear record of success under Jimmy Sieloff's leadership, DEVCOM has consistently delivered industry-leading performance, KPI outcomes, and operational excellence for WOW!. This includes leading WOW!’s first-ever new build success in Bay Village, Ohio (against all odds) nearly two decades ago and delivering your most successful 90-day FTTH launch to date in Greenville, SC.

​In light of our proven contributions and the evolving operational demands facing both organizations, we are formally requesting contract modifications that protect and strengthen our partnership long-term. These adjustments ensure DEVCOM can continue delivering best-in-class outcomes while scaling alongside WOW!’s growth.

The proposals outlined below are designed to secure operational stability, preserve the substantial investments DEVCOM has made in WOW!’s markets, and align our organizations for sustained mutual success. We are formally requesting the following contract modifications to ensure our long-term future together:

1. Remedy & Remuneration
2. Elimination of Elective Post-Install Chargebacks
3. Return to a Flat Commission Structure
4. Increase in Commissions
5. 90-Day Notice of Termination
6. Multiyear Agreement Structure
7. Sunset Clause Protection Upon Sale of WOW!

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​1.  Remedy & Remuneration  
We are requesting full financial remedy for underpayment due to WOW! accounting failure, and reimbursement of unfair chargebacks incurred as a result of WOW! service issues.

• DEVCOM endured an annual 96% WOW! Accounting failure rate, continuing operations despite not being paid accurately under contractual terms or receiving reliable reporting. Today, DEVCOM remains owed $1,850 for surpassing a commission tier in late 2024 that WOW! Accounting missed and subsequently refused to true up. When confronted with our contractual right to commissions, WOW! Accounting stated, "It's the cost of doing business."

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• Based on the detailed 4/23/25 chargeback report we produced — documenting a 600%+ increase over our historical chargeback volume — we are requesting remuneration of at least 80% of the YTD chargebacks totaling $36.3k. This chargeback total represents a -$135 tax per install across our 533 YTD installs. With an average cancellation timeline of 41 days, these chargebacks overwhelmingly reflect systemic and well-documented WOW! service failures, not sales agent deficiencies. No one at WOW! — including installation contractors — is expected to work for free. Neither can DEVCOM. This dynamic is unsustainable and threatening DEVCOM's viability. 

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​2.  Elimination of Elective Post-Install Chargebacks 
We are requesting elimination of post-install, elective chargebacks unrelated to non-pay or customer misrepresentation. 

• During our previous contract renegotiation, we were blindsided by the forced removal of our dispute clause (established in 2006). This was imposed by a Director since terminated for poor decision-making. In addition to damaging Agency morale, this change unfairly exposed DEVCOM to escalating financial penalties outside of our control. Forcing DEVCOM to shoulder 100% of WOW!'s liability has today placed your number one penetration asset on the verge of bankruptcy.

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• Once DEVCOM transfers customer custody to WOW! at installation, it becomes WOW!’s responsibility — as the Service Provider — to satisfy and retain that customer. Although we consistently provide lifetime customer support at our own expense to protect these relationships and will continue doing so, nothing in our contract compensates us for mitigating WOW!'s service failures daily.​

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​3.  Return To Flat Commission Structure
We are requesting a return to a flat commission rate, consistent with our historical agreement structure with WOW! dating back to 2006.​

• The tiered commission structure imposed on DEVCOM last cycle — again by the now-terminated Director — has proven ineffective, inequitable, and inconsistent due to factors outside a Sales and Support Agency’s control.

4.  Increase in Commissions
To align with competitive market conditions and the expanded operational value DEVCOM delivers to WOW!, we are requesting a 30.77% adjustment to our current commission structure, resulting in a $850 flat commission per install.

• The average commission per install across competitors in our space is $687. Moreover, the national marketing Customer Acquisition Cost (CAC) for Telecom (Fiber/Internet/Cable) averages between $800 and $1,300 per new customer. Uniquely and in addition to our industry-leading penetration, DEVCOM delivers critical Tech Ops support, Customer Service & Support, Customer Education, and actionable ground-truth intelligence.

 

• ​Similar to contracted installation partners, DEVCOM’s model is commissioned only upon successful customer delivery (installation), eliminating the upfront capital risk typically required for enterprise growth. In addition, DEVCOM assumes 100% of the operational risk and financial liability associated with delivering each WOW! customer.

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• We finance $4K–$10K monthly to participate in WOW! markets today and have previously expensed six figures annually in travel and lodgings to deliver industry-leading results for WOW!.

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• We finance a highly skilled WOW!-trained back office that consistently outperforms internal WOW! support channels, driving Tech Ops coordination, customer save rates, and install completions.

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• Spearheaded by our back office, DEVCOM pioneered a highly successful joint operations model in collaboration with Jimmy Sieloff, WOW!’s Tech Ops leadership, and contracted installation groups.

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• DEVCOM exclusively produced the most successful 90-day FTTH launch in WOW! history. This success required us to deliver critical, market-saving YTTV installation and Customer Education training to WOW!’s internal and contracted Tech Ops teams, all at DEVCOM’s own expense.

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• DEVCOM originated and piloted the now-successful HSD-YTTV bundle for previous senior leadership. To ensure the success of our pilot, we delivered hundreds of white-glove streaming installations and critical Customer Education for more than 53% of our total deal flow — fully at our own cost and without being included in commissionable YTTV sales later paid to others.​

 

• While other less capable vendors were contracted at $450 per install in 2020, we were contracted at $250 — and still exceeded all performance KPIs.

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• While other traveling sales vendors were offered Market Development Funds to offset their operational costs, we were not.

 

• We have absorbed $36.3k year-to-date in post-install chargebacks resulting from exhaustively documented systemic WOW! service failures. Yet despite these challenges, DEVCOM continues to lead WOW!’s market penetration and set production records.

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• Last year, we rapidly repaid tens of thousands in criminally produced chargebacks to protect WOW! and our partnership.

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• DEVCOM’s unique value to WOW! is corporately historic. Following our groundbreaking 2006 pilot — which required Kirk Zerkle to lead a fundamental change to WOW!’s Board policy on third-party direct sales — DEVCOM drove the critical success of WOW!’s first-ever new build in Bay Village, Ohio. Per Kirk, this success and ROI secured WOW! ownership’s commitment to continued market expansion, ultimately leading to WOW!’s 2017 IPO and the $1.8 billion M&A event in 2021, which included Bay Village.

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• DEVCOM’s full-service Sales & Support Agency delivers M&A enhancing value. During WOW!’s 2021 $1.8 billion M&A event, the average subscriber valuation was $3,700, with Northeast Ohio’s plant — including Bay Village — achieving the highest per-customer valuation of $5,700. Some of which were Northeast Ohio customers we generated for WOW! from 2006-2010.

Given these contributions and sacrifices, $850 per install is not only fair but essential to maintain the value, partnership integrity, and operational excellence we deliver to WOW!.

​5.  90-Day Notice of Termination
We are requesting an amendment to extend the existing 60-day termination notice period to a more standard 90-day termination period.

• DEVCOM invests significant financial and operational resources into market participation, customer support, and install execution. A 90-day notice ensures a professional wind-down period and protects both organizations operationally and financially. This adjustment reflects the greater operational scale and financial investments that DEVCOM carries compared to when the original 60-day notice was agreed.

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​6.  Multiyear Agreement Structure
​We are requesting conversion from an annual auto-renewal model to a multiyear auto-renewal agreement structure.
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• A multiyear commitment strengthens DEVCOM’s ability to secure future investments that may be needed to expand operational capabilities, infrastructure, and staffing in direct alignment with WOW!’s growth trajectory.

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• A longer-term agreement is critical for investor confidence, speaking directly to the strength, stability, and ROI potential of our partnership.

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• This structure ensures DEVCOM can scale rapidly and confidently alongside WOW!, protecting both organizations’ ability to drive market expansion without risk of lag, disruption, or unnecessary renegotiation cycles.​​

​7.  Sunset Clause Protection Upon Sale of WOW!
We are requesting a sunset clause that protects DEVCOM’s agreement in the event of WOW!’s sale, merger, or change in ownership.
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• The clause would require that DEVCOM’s agreement either (1) survive for a minimum of 12 months post-sale without unilateral termination, or (2) be subject to a negotiated buyout if the new ownership elects to terminate earlier.

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• This ensures DEVCOM’s substantial operational investments are protected, while allowing for a professional, orderly transition of Agency operations if necessary.​​​

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​DEVCOM has earned the right to renegotiate these terms based on hard results, unprecedented loyalty, and industry-leading outcomes. We believe these terms align our organizations for long-term mutual success.
 
I look forward to your positive response and a quick path to finalizing these revisions.
 
Sincerely,
 
Justin Bastian 
CEO at DEVCOM
Direct | 216.754.0716
Email | [email protected]