Dragos Referral Partner Terms & Conditions

PLEASE READ CAREFULLY: THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“PARTNER” OR “YOU”), REPRESENTS AND WARRANTS THAT THEY HAVE FULL AUTHORITY TO BIND THE PARTNER TO THIS AGREEMENT, THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND HAS HAD SUFFICIENT OPPORTUNITY TO CONSULT WITH COUNSEL, PRIOR TO AGREEING TO THE TERMS HEREIN AND SUBMITTING TS REGISTRATION. BY ASSENTING TO THESE TERMS, PARTNER ACCEPTS THIS AGREEMENT, WHICH WILL BE DEEMED A BINDING CONTRACT BETWEEN PARTNER AND DRAGOS, INC., A DELAWARE CORPORATION, ON BEHALF OF ITSELF AND ANY AFFILIATES PERFORMING HEREUNDER (COLLECTIVELY, “DRAGOS”). THESE TERMS AND CONDITIONS ARE BINDING AS OF THE DATE THAT PARTNER ACCEPTS THE TERMS AND CONDITIONS HEREIN (“EFFECTIVE DATE”).

1.1. “Commissionable Fees” means the net fees collected by Dragos for a particular Order(s), excluding all fees received by Dragos for hardware, taxes and duties.

1.2. “Confidential Information” means as set forth in Section 8 (Confidential Information).

1.3. “Customer” means an end-customer or client that purchases any Offerings for its own internal use.

1.4. “Customer Agreement” means an end user license agreement entered into by Dragos and a Prospect. Customer Agreements may be signed license agreements or shrink-wrap/clickwrap license agreements that must be agreed to in order to access the Offerings.

1.5. “Laws” mean all applicable federal, international, state, provincial, and local laws, statutes, acts, ordinances, rules, codes and regulations, executive orders and other official releases of or by any government, or any authority, court, department or agency thereof, including those in any jurisdiction from or in which the Offerings are provided or received, including Privacy Laws.

1.6. “Offerings” means any product, service, subscription service or training offered by Dragos, including Services, Software, OT Watch, Neighborhood Keeper, and WorldView.

1.7. “Order” means (i) an accepted quote, purchase order, invoice or another mutually agreed upon order form accepted by Dragos or a Partner, which sets forth a description of specific Offerings to be purchased or licensed and the Subscription Term, if any; or (ii) an executed Statement of Work.

1.8. “Privacy Laws” means U.S. federal, state and local and non-U.S. laws, including those of the European Union, that regulate the privacy or security of Personal Data.

1.9. “Prohibited Party” shall mean any list of prohibited parties or parties subject to sanctions imposed by U.S. E.U., U.N., or other countries, including, but not limited to, the Specially Designated Nationals and Blocked Persons List maintained by the OFAC of the US Department of Treasury, the Entity List and Denied Persons List maintained by the Bureau of Industry and Security of the U.S. Department of Commerce, the list of statutorily or administratively debarred parties maintained by the Directorate of Defense Trade Controls of the US Department of State, and the Consolidated list of persons, groups and entities subject to EU financial sanction, as amended from time to time, and entities owned 50% or more or otherwise controlled by such parties, as applicable..

1.10.”Promotional Materials” means marketing materials, including without limitation, brochures, catalogs, price lists and sales collateral generally made available by Dragos relating to its Offerings.

1.11.”Prospect” means a third-party entity based within the Territory: (i) that has authority to enter into an Customer Agreement with Dragos on its own behalf; and (ii) with whom Dragos does not have a present or prior relationship; and (iii) which Dragos has not been referred to by a person or entity other than Partner and (iv) with whom no Dragos employee or Partner has either already made a sales call on behalf of Dragos or is otherwise developing a relationship with that entity.

1.12.”Referral Commission Percentage” means 5% of Commissionable Fees, unless otherwise agreed between the Parties in writing.

1.3. “Territory” means the countries or other geographic locations that have been approved by Dragos in which Partner is authorized to market the Offerings to Prospects as listed in Partner’s application, excluding any country or region subject to hardware certification import restrictions.

2.1. Subject to the terms of this Agreement, Dragos hereby grants to Partner the non-exclusive, revocable, nontransferable, non-sublicensable right to market the Offerings within the Territory and to identify potential Prospects. Partner shall refer Prospects to Dragos and participate with Dragos in the sales cycle with each such Prospect in accordance with the terms of this Agreement and the Deal Registration process. All negotiations related to the Offerings shall be conducted between Dragos and Prospect.

2.2. Prospect Notification via Deal Registration Process. Partner must apply to Dragos to register a referral deal for each Prospect. All referral deals must be registered through the Dragos partner portal. Dragos will then qualify the Prospect and confirm that the Prospect meets all requirements of a “Prospect” or will notify Partner that a third party is not a Prospect.

2.3. Criteria for Commission. For each Order, Partner will earn a referral commission equal to the Referral Commission Percentage of the Commissionable Fees, provided the following requirements are met: (i) Dragos has received, prior to receipt or execution of an Order, a completed request to register a deal for each Prospect; (ii) the Prospect has entered into a Customer Agreement with Dragos (iii) Partner has fulfilled its obligations set forth in this Agreement, and (iv) Dragos has received full payment for such Order.

3.1. Payment Terms. For each Order satisfying the requirements of Section 2.3, Dragos will pay a referral commission equal to the Commissionable Fees multiplied by the Referral Commission Percentage for such Order within forty-five (45) days after Dragos’s receipt of full payment for such Order. Referral commissions will be capped at $20,000 (USD). All payments shall be made in U.S. dollars.

3.2. No Additional Compensation, Benefit. Notwithstanding anything to the contrary: (i) the referral commission described herein shall be the complete and entire compensation owed to Partner pursuant to this Agreement; and (ii) Partner will not be entitled to receive any other payments, including commissions, sales fees, or similar fees, and will not be entitled to derive any other benefit related to or arising out of Partner’s referral of such Prospect to Dragos.

4.1. The Offerings, Promotional Materials and all Trademarks, and all intellectual property rights therein are and shall remain the exclusive property of Dragos and its licensors. All rights not expressly granted by Dragos are reserved. Partner hereby agrees to not remove or modify any notices of Dragos and its licensors affixed to or displayed on the Offerings or Promotional Materials.

4.2. No rights or licenses are granted hereunder, whether by implication, estoppel, exhaustion or otherwise, other than the rights and licenses expressly granted in the Agreement.

4.3. Nothing in the Agreement is or will be construed to preclude or limit in any way the rights of Dragos to provide products or services of any kind or nature whatsoever to any person or entity. Nothing in this Agreement shall prohibit either party from purchasing, selling or licensing any products from or to any third party or otherwise providing services to or doing business with any third party. This Agreement is not to be registered with the any agencies that would implicate commercial agency laws, such as the UAE Ministry of Economy.

5.1. Partner represents and warrants that: (i) Partner will conduct its business activities in a legal and ethical manner; (ii) Partner has submitted and will submit complete and truthful information in connection with its application and all Prospects; (iii) Partner will submit all filings and obtain any approvals that may be necessary for Partner to perform its obligations under this Agreement, (iv) Partner will commit no act that would reflect unfavorably on Dragos; and (v) Partner is not a Prohibited Party and will comply with all applicable Laws in connection with its performance of this Agreement, including all applicable export control and sanctions laws of the United States and any other applicable governmental authority, including the U.S. Export Administration Regulations and U.S. sanctions regulations. .

5.2. Partner will comply with all export control anti-boycott laws and regulations of the United States and the Territory. In particular, Partner will refrain from (i) referring Prospects that could be suspected of engaging in re-exports that would be illegal under such laws, and (ii) disclosing any technical information related to Offerings to prohibited persons or destinations in violation of such laws. Partner certifies that neither the Offerings nor any technical data related thereto nor the direct product thereof are intended (a) to be used for any purpose prohibited by the applicable export laws or regulations, or (b) to be shipped or exported, either directly or indirectly, to any country to which such shipment is prohibited by the applicable export laws or regulations.

5.3. Partner acknowledges that any sums paid to Partner under this Agreement are for Partner’s own account, except as appropriate to carry out Partner’s duties set forth herein in a legal manner.

5.4. Partner represents and warrants: (i) that it is aware of all anti-corruption legislation that applies to this Agreement and in particular the US Foreign Corrupt Practices Act 1977 and the U.K. Bribery Act 2010; (ii) it has implemented rules and procedures that enable it to comply with this legislation and adapt to any future amendments thereto; (iii) it has implemented appropriate rules, systems, procedures and controls for preventing the commission of corrupt acts, either by itself or its staff, and for ensuring that any evidence or suspicion of the commission of a corrupt act will be thoroughly investigated, and unless prohibited by confidentiality or law, reported to the other party; (iv) its records relating to its business, including accounting documents, are maintained and kept to ensure their accuracy and integrity; and (v) it has not made, offered, received, or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of the other party’s employees or agents in connection with this Agreement (reasonable gifts and entertainment provided in the ordinary course of business do not violate this restriction).

5.5. In connection with its collection, storage, transfer (including without limitation, any transfer across national borders) and/or use of any personally identifiable information from any individuals, including, without limitation, any Customers, employees and/or other third parties; Partner is and has been in compliance with all applicable laws in all relevant jurisdictions, its own privacy policies, and the requirements of any contract or codes of conduct to which the Partner is legally bound.

5.6. Partner has commercially reasonable physical, technical, organizational and administrative security measures and policies in place to protect all Confidential Information (including Personal Information) collected by it or on its behalf from and against unauthorized access, use and/or disclosure. Partner is and has complied in all material respects with all applicable laws, including those regarding data privacy and security, required data breach notifications, and personal information.

EACH PARTY WARRANTS THAT IT HAS THE RIGHT TO ENTER INTO THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER. THE PROMOTIONAL MATERIALS ARE PROVIDED TO PARTNER “AS IS.” DRAGOS PROVIDES NO WARRANTY FOR THE OFFERINGS UNDER THIS AGREEMENT. DRAGOS AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, TERMS OR CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

EXCEPT IN CONNECTION WITH LIABILITY ARISING AS A RESULT OF A BREACH OF SECTION 8 (CONFIDENTIAL INFORMATION) OR PARTNER’S MISUSE OF DRAGOS’S INTELLECTUAL PROPERTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS, HOWEVER ARISING, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY DAMAGES EXCEEDING THE AMOUNTS PAID OR PAYABLE BY DRAGOS TO PARTNER FOR THE PREVIOUS TWELVE (12) MONTHS.

8.1. General. “Confidential Information” means any non-public oral, written, graphic or machine-readable information or material disclosed by a party, its employees, contractors or Affiliates (“Discloser”) to the other party (“Recipient”), either directly or indirectly, in writing, orally or by permitting access to or inspection of tangible or intangible objects where such information is (i) marked or otherwise communicated as being “proprietary” or “confidential” or the like, or (ii) where such information should, by its nature or circumstances of disclosure, be reasonably considered to be confidential and/or proprietary, including, but not limited to, the terms of this Agreement, information or material which relates to such party’s customers, intellectual property, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), computer programs, algorithms, trade secrets, business plans, agreements with third parties, customer lists, or finances. The Offerings, Dragos Technology, Dragos Works, Documentation, and Dragos Data shall be deemed Confidential Information of Dragos regardless of marking. Except as specified for Aggregated Data, Customer Data shall be deemed the Confidential Information of Customer, regardless of marking.

8.2. Except as otherwise expressly authorized herein, Recipient agrees to (a) maintain Discloser’s Confidential Information in strict confidence, not use Discloser’s Confidential Information except as necessary to perform its obligations or enforce its rights under this Agreement, (b) treat all Confidential Information of Discloser in the same manner as it treats its own similar proprietary information, but in no case will the degree of care be less than reasonable care; and (c) disclose Discloser’s Confidential Information only to those employees, contractors and other agents of Recipient and its Affiliates who have a need to know such information for the purposes of this Agreement, provided that any such employee, contractor or other agent shall be subject to obligations of non-use and confidentiality with respect to such Confidential Information at least as restrictive as the terms of this Agreement, and Recipient shall remain liable for any non-compliance of such employee, contractor or other agent with the terms of this Agreement. Notwithstanding the provisions of this Agreement, Recipient may disclose Discloser’s Confidential Information as required by any court or other governmental body or as otherwise required by Law or regulation, provided, however, that Recipient shall (i) to the extent permitted by Law, provide prompt notice of such court order or requirement to Discloser to enable Discloser to seek a protective order or otherwise prevent or restrict such disclosure; and (ii) disclose the minimum amount of Confidential Information needed in order to be compliant with such order or legal requirement.

8.3. Exclusions. Nothing in this Agreement will prohibit or limit either Party’s use of information that (i) is already known to the Recipient without restriction as to disclosure prior to disclosure by the Discloser; (ii) becomes publicly available without fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure, or is approved for release by written authorization of the Disclosing Party; or (iv) is independently developed or created by the Receiving Party without use of or access to the Disclosing Party’s Confidential Information as evidenced by contemporaneous written records.

8.4. Survival. Recipient’s obligations under this Section shall survive for period of five (5) years after the expiration or termination of this Agreement, provided, however, that (i) trade secret information will be maintained in confidence for as long as such information remains a trade secret and (ii) any Personal Data shall be maintained in confidence for the period specified by Privacy Laws.

9.1. The initial term of this Agreement shall be one (1) year commencing on the Effective Date. Unless earlier terminated as permitted by this Section, the term of this Agreement shall automatically renew for successive periods of one (1) year after expiration of the initial or any renewal term. “Term” means the initial term plus any applicable renewal terms.

9.2. Without limiting any other right or remedy in the Agreement, at law or in equity, the Agreement may be terminated as follows:

9.2.1. by Dragos upon any breach by Partner of any term of the Agreement; all active deal registrations and opportunities will be forfeited by Partner as of the date of termination with no further compensation paid.

9.2.1. by either party if the other party becomes insolvent or files or has filed against it a petition under bankruptcy or insolvency law which is not dismissed within sixty (60) days, makes an assignment for the benefit of creditors or takes any similar action under applicable bankruptcy or insolvency law; all active deal registrations and opportunities will be forfeited by Partner as of the date of termination with no further compensation paid.

9.2.3. by either party for any reason, upon thirty (30) days’ prior written notice to the other party. If the termination is by Dragos, then all active deal registrations will be honored until expiration of the approved timeframe of the deal registration (180 days from date of approval) or until the deal is closed prior to the deal registration timeframe. If terminated by Partner, then all deal registrations and active opportunities are forfeited with no further compensation paid.

9.3. On expiry or termination of the Agreement, Partner’s status as a Dragos authorized Partner will immediately terminate. Partner will immediately cease using the Dragos trademarks and discontinue all representations that it is a Dragos Partner. Dragos will be entitled to reject all or part of any Orders received from Partner or from a Distributor on behalf of Partner after notice, but prior to the effective date of termination.

9.4. PARTNER WAIVES ANY RIGHTS IT MAY HAVE TO RECEIVE ANY COMPENSATION UPON TERMINATION OR EXPIRATION OF THE AGREEMENT, OTHER THAN AS EXPRESSLY PROVIDED IN THE AGREEMENT WITH RESPECT TO BENEFITS PROPERLY ACCRUED BY PARTNER PRIOR TO THE EFFECTIVE DATE OF SUCH TERMINATION. Partner acknowledges that it has no expectation and has received no assurances that any investment by Partner in the promotion of the Offerings will be recovered or recouped or that Partner will obtain any anticipated amount of profits by virtue of the Agreement.

9.5. The rights and obligations of the parties under Section 4 (Ownership), Section 6 (Warranties and Disclaimers), Section 7 (Limitation of Liability), Section 8 (Confidential Information), and Section 10 (General Provisions) will survive the termination or expiration of the Agreement for any reason whatsoever.

10.1. Entire Agreement. This Agreement, together with any exhibits, constitute the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, relating to its subject matter.

10.2. Amendment and Waiver. No amendment to or modification of the Agreement is effective unless it is in writing and signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

10.3. Severability. If any provision of the Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of the Agreement will remain in full force and effect.

10.4. Governing Law. This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of Delaware, excluding its conflicts-of-law principles, with the exception of Customers with principal offices located outside of North America, for which Dispute Resolution will be governed by the terms that may be accessed at www.dragos.com/international-dispute-resolution. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be state and federal courts in Wilmington, Delaware, and the parties agree to service of process in accordance with the rules of such courts. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply. Notwithstanding the foregoing, each party reserves the right to file suit or action in any court of competent jurisdiction as such party deems necessary to protect its intellectual property rights and, in Dragos’s case, to recoup any payments due.

10.5. Equitable Relief. The Parties agree that a breach or threatened breach of Section 4 (Ownership) or Section 8 (Confidential Information) would cause irreparable harm and significant damage for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the Parties will have the right to seek and obtain immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

10.6. Assignment. Partner may not assign or transfer the Agreement, or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of Dragos. Dragos may freely assign the Agreement, in whole or in part, to any Affiliate or to an acquirer or successor in interest in connection with a merger, acquisition or sale of all or substantially all of its assets. Any attempt to assign or transfer the Agreement without such consent will be void.

10.7. Force Majeure. Neither Party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, pandemic, quarantines, embargoes, travel restrictions and other similar unusual governmental action, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, communications failure or degradation, ordinary course mechanical or electrical degradation and/or failure, material changes in law, war, terrorism, riot, or acts of God.

10.8. Independent Contractor. The relationship of Dragos and Partner established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking, (iii) allow either party to create or assume any obligation on behalf of the other for any purpose whatsoever, or (iv) constitute any employment relationship between parties hereto. Partner assumes full and sole responsibility for the payment of all compensation and expenses of its personnel, and for all national, federal, provincial, state, and local income tax, unemployment insurance, Social Security (or similar social payment obligations), disability insurance and other applicable withholdings which may arise as a result of the fees paid to Partner hereunder.

10.9. No Third-Party Beneficiaries. No provision of the Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person or entity other than the parties and their respective permitted successors and assigns.

10.10 Controlling Language. The original of this Agreement was written in English, and that version will govern. Partner waives any rights it may have under any applicable law to have this Agreement written in any other language. Any versions of this Agreement in any other language will be for accommodation only and will not be binding upon either party.