Referral Program Terms and Conditions

Praetorian Referral Program – Terms and Conditions

These terms and conditions (“Terms”) govern the Praetorian Security, Inc. (“Praetorian”) customer referral incentive program (“Referral Program”). Each time you (on your behalf and on behalf of any person or organization you purport to represent (collectively, “Partner”)) participate in the Referral Program, Partner agrees to be bound by these Terms.

You represent and warrant that you have the legal authority to accept these Terms on your behalf and on behalf of Partner. If Partner does not agree to any of the provisions of these Terms, neither you nor Partner are authorized to participate in the Referral Program.

1. Criteria for Qualified Referral. Praetorian will provide Partner a referral incentive (“Incentive”) in accordance with Section 2 herein each time Partner provides a referral to Praetorian that meets the following criteria (“Qualified Referral”):
   1. The entity being referred (“Referred Entity”) is not among Praetorian’s existing clients at the time of the referral.
   2. The Referred Entity was not among Praetorian’s known marketing prospects at the time of the referral.These criteria are subject to change at Praetorian’s sole discretion.
2. Provision of Incentives. For each Qualified Referral, Praetorian will:
   1. Provide the Referred Entity a 5% discount (“Referred Entity Discount”) on the standard pricing for their first SOW (“Referred Entity SOW”), provided that the Referred Entity Discount is capped at a maximum level of $20,000.
   2. Provide Partner with notification of: (i) the execution of Referred Entity SOW, and (ii) the completion of such SOW.
   3. Provide Partner, upon completion of Referred Entity SOW, a 5% discount (“Partner Discount”) on Partner’s next SOW (“Partner SOW”), provided that: (i) the Partner SOW is executed within 12 months following the completion of Referred Entity SOW, and (ii) the Partner Discount is capped at the value of the Referred Entity Discount.
3. Relationship of the parties. Partner agrees that it is an independent entity and not Praetorian’s affiliate, representative, agent or employee. Partner shall bear its own expenses in connection with these Terms without any reimbursement by Praetorian.
4. Partner Warranty. Partner represents, warrants and covenants that Partner:
   1. Has the right to enter into these Terms and the right to grant the rights and licenses granted herein.
   2. Shall not make any misrepresentations, including by omission, regarding Praetorian or the Services that Praetorian provides, in any manner whatsoever.
   3. Is not party to any contract, agreement, or understanding which is in conflict or creates the perception of a conflict of interest with the terms of these Terms.
5. Sales and Marketing Materials. Partner shall only use sales and marketing materials provided by Praetorian as instructed by Praetorian, or such other materials as may be approved by Praetorian in writing prior to use by Partner and subject to Praetorian’s instructions.
6. Confidentiality.
   1. Definition. “Confidential Information” includes, without limitation, all technical and non-technical information provided by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) that should reasonably be considered confidential, given the nature of the information or the circumstances surrounding its disclosure. The Receiving Party will not: (i) use any Confidential Information except as necessary to perform obligations or exercise rights under these Terms; or (ii) disclose any Confidential Information of the Disclosing Party to any person or entity, except to those who are involved in performing these Terms, have a need to know, and have signed a non-disclosure agreement with terms no less restrictive than those herein.
   2. Exclusions. The restrictions in this section will not apply to any information that is: (i) already known to Receiving Party before receipt from Disclosing Party; (ii) publicly available through no fault of Receiving Party (or those to whom Receiving Party has properly disclosed such information under these Terms); (iii) rightfully received by Receiving Party from a third party, provided the Receiving Party has no reason to believe that the third party is or may be bound by a confidentiality agreement with the Disclosing Party; (iv) independently developed by Receiving Party without the use of any Confidential Information; or (v) approved for release by written authorization of the Disclosing Party.
7. Warranty Disclaimer. Partner acknowledges, understands and agrees that Praetorian does not guarantee or warranty that it will find, locate or discover all system vulnerabilities, system weaknesses, and/or system compromises and will not hold Praetorian responsible therefor. Partner agrees not to represent to any third party that Praetorian provides any such guarantee or warranty.
8. Limitation of Liability. Neither Party shall be liable to the other Party for any consequential, incidental, punitive, special, exemplary or indirect damages (including lost profits or savings). Praetorian’s liability hereunder is limited to the value of the Incentives provided to Partner in the 12 months preceding the event or cause giving rise to such liability.
9. Indemnification.
   1. Each party (“Indemnifying Party”) will defend the other party (“Indemnified Party”) from and against any third-party lawsuit arising out of the Indemnifying Party’s gross negligence or willful misconduct and will further indemnify and hold Indemnified Party harmless from any and all damages, losses, liabilities, costs, expenses, and other amounts to the extent awarded by a court of final jurisdiction (collectively “Losses”) relating to any such claim or agreed to in a monetary settlement of such claim.
   2. Praetorian will defend Partner from and against any third-party lawsuit arising out of or relating to a claim alleging that the Products infringe any valid patent, copyright, or trademark of such third party, and Praetorian will further indemnify and hold Partner harmless from any and all Losses relating to such claim or agreed to in a monetary settlement of such claim.
10. General.
    1. Governing Law. These Terms shall be governed by and construed in accordance with the internal laws of the State of Delaware (without regard to principles of conflicts of law).
    2. Waiver. All waivers must be in writing. A failure of either party to exercise any right provided for herein, shall not be deemed to be a waiver of any right hereunder. A party’s consent to, or waiver of, enforcement of these Terms on one occasion will not be deemed a waiver of any other provision or such provision on any other occasion.
    3. Entire Agreement. These Terms sets forth the entire understanding of the Parties as to the subject matter herein and may not be modified except in writing executed by both Parties.
    4. Remedies. The rights and remedies of the parties as set forth herein are not exclusive and are in addition to any other rights and remedies available to it in law or in equity.
    5. Notices. Notices will be sent either by first-class, registered mail, or overnight courier to the address set forth above and will be deemed given 72 hours after mailing or upon confirmed delivery or confirmed receipt.
    6. Independent Contractors. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of these terms or use of the Services. There are no third-party beneficiaries under these Terms.
    7. Severability. If a court of competent jurisdiction adjudges any provision of these Terms to be invalid or unenforceable, the remaining provisions of these Terms, if capable of substantial performance, will continue in full force and effect without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.