Partnership Program Terms & Conditions

1. Program Overview

The Scorpiones Partner Program enables partners to collaborate with Scorpiones in identifying, developing, and supporting commercial opportunities for cybersecurity services. Scorpiones may update or modify these Terms & Conditions from time to time. Continued participation in the program following any such update constitutes acceptance of the revised terms.

Participation in the program is subject to the terms outlined below.

2. Partnership Models

Referral Partnership

The partner introduces a qualified opportunity. Scorpiones manages the sales process and delivery.

Strategic / Co-Sell Partnership

The partner actively participates in the sales process alongside Scorpiones.

Advisory Partnership

The partner recommends Scorpiones to its own clients. Scorpiones delivers the engagement directly to the client.

3. Opportunity Registration & Ownership

All opportunities must be submitted to Scorpiones for review.

An opportunity is only considered valid once confirmed in writing by Scorpiones.

Scorpiones reserves the right to approve or reject any submitted opportunity at its discretion, including in cases where:

• The opportunity already exists in Scorpiones pipeline.
• The prospect is already engaged with Scorpiones.
• Another partner has already registered the opportunity.

Ownership of an opportunity is granted only upon written confirmation.

4. Partner Responsibilities

The partner agrees to:

• Act in good faith and maintain professional standards.
• Provide accurate and complete information regarding opportunities.
• Support the sales process when relevant.
• Operate in compliance with applicable laws and regulations.

The partner is not authorized to:

• Represent or bind Scorpiones in any agreement.
• Make commitments, pricing statements, or guarantees on behalf of Scorpiones.

5. Compensation

Referral Model: 10% of net revenue from the first signed deal.

Strategic / Co-Sell Model: 15%–20% based on level of involvement.

Advisory Model: Custom commercial terms, agreed in writing for each opportunity.

• Payments are made only after Scorpiones has received payment from the client.
• Compensation terms shall be agreed in writing for each opportunity, where applicable.
• Standard payout is within 30 days of payment receipt.

No compensation will be paid for:

• Deals that were already in progress prior to the introduction.
• Cancelled, refunded, or unpaid engagements.
• Future renewals or expansions, unless agreed in writing.
• No commissions or payments shall be owed unless explicitly approved in writing by Scorpiones.

6. Expenses

• Each party shall be responsible for its own costs and expenses incurred in connection with participation in the Scorpiones Partner Program, unless otherwise agreed in writing.

7. Non-Circumvention

Both parties agree not to bypass or circumvent each other, directly or indirectly, in connection with any opportunity introduced under this program.

Circumvention includes, without limitation:

• engaging directly with a client or prospect introduced by the other party without prior agreement
• attempting to exclude the other party from ongoing discussions or commercial relationships
• using affiliates, employees, or third parties to avoid obligations under this Agreement

The Partner and Scorpiones shall align in advance on the ownership and structure of each opportunity.

These obligations shall survive termination of this Agreement for a period of twelve (12) months following termination.

8. Confidentiality

Each party agrees to treat as confidential all non-public, proprietary, or sensitive information disclosed by the other party in connection with the Scorpiones Partner Program ("Confidential Information").

Confidential Information includes, but is not limited to:

• client and prospect information
• commercial terms, pricing, and proposals
• business strategies and methodologies
• technical, operational, and security-related information
• details relating to any specific opportunity or engagement

Each party agrees to:

• Use Confidential Information solely for the purpose of participating in the program
• not disclose such information to any third party without the prior written consent of the disclosing party
• Take reasonable measures to protect such information from unauthorized access or disclosure

Confidentiality obligations shall apply to each specific opportunity disclosed between the parties and shall remain in effect during the term of the engagement and for a period of twelve (12) months following the later of:

• the conclusion of the relevant opportunity, or
• the termination of the relationship between the parties

9. Brand & Intellectual Property

All intellectual property, including but not limited to methodologies, deliverables, reports, tools, content, branding, logos, trademarks, and any materials provided by Scorpiones, shall remain the sole and exclusive property of Scorpiones.

The Partner may reference Scorpiones in verbal or written discussions with prospects solely for the purpose of identifying and developing opportunities under this program. Any broader use of Scorpiones' name, branding, logos, marketing materials, or content requires prior written approval from Scorpiones.

The Partner shall not:

• represent itself as an official agent, employee, or legal representative of Scorpiones
• create, modify, or distribute any materials using Scorpiones' branding without approval
• make any public statements, marketing claims, or representations on behalf of Scorpiones without prior written consent

All materials provided by Scorpiones are to be used solely in connection with approved opportunities and may not be reused, shared, or distributed outside the scope of this Agreement.

Upon termination of the Agreement or upon request, the Partner shall immediately cease use of all Scorpiones branding and materials and, if applicable, return or delete any such materials in its possession.

10. Term & Termination

Either party may terminate participation in the Scorpiones Partner Program at any time, for any reason, upon written notice to the other party.

Scorpiones reserves the right to immediately suspend or terminate the Partner's participation, without prior notice, in the event of a breach of this Agreement or conduct that may harm Scorpiones' business, reputation, or relationships, as determined by Scorpiones in its sole discretion.

Upon termination:

• All use of Scorpiones branding, materials, and intellectual property must cease immediately.
• The Partner shall not present new opportunities or continue representing Scorpiones in any capacity.
• Access to any systems, information, or active engagements may be revoked at Scorpiones' discretion.

With respect to compensation:

• Commissions shall only be payable on opportunities that were formally approved and successfully closed prior to termination.
• No commissions shall be owed for opportunities that are pending, not yet closed, or not fully paid by the client at the time of termination, unless otherwise agreed in writing.
• Scorpiones reserves the right to withhold or deny payments in cases of breach or non-compliance with this Agreement.

All obligations relating to confidentiality, non-circumvention, intellectual property, and any provisions which by their nature are intended to survive, shall continue in effect following termination.

11. Limitation of Liability

To the fullest extent permitted by applicable law, Scorpiones shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of business, loss of data, or loss of anticipated profits, arising out of or in connection with participation in this program, even if Scorpiones has been advised of the possibility of such damages.

Scorpiones' total aggregate liability under this Agreement, whether in contract, tort, or otherwise, for any claim or series of related claims, shall not exceed the total amount of commissions actually paid to the Partner under this program.

The Partner acknowledges and agrees that participation in this program is at its own discretion and risk, and that Scorpiones does not guarantee any level of business, revenue, or success.

12. Relationship of Parties

The parties are independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, employment, or fiduciary relationship between the parties.

The Partner has no authority to act on behalf of, bind, or represent Scorpiones in any manner, and shall not hold itself out as having such authority.

The Partner shall not:

• enter into any agreements on behalf of Scorpiones
• make any commitments, representations, or warranties in the name of Scorpiones
• incur any obligations or liabilities on behalf of Scorpiones

The Partner is solely responsible for its own business operations, personnel, expenses, taxes, and compliance with applicable laws and regulations.

Nothing in this Agreement shall be construed as granting the Partner any exclusive rights or territorial rights, and Scorpiones reserves the right to engage with other partners, clients, or opportunities independently.

13. Assignment

The Partner may not assign, transfer, delegate, or otherwise dispose of any rights or obligations under this Agreement, whether in whole or in part, without the prior written consent of Scorpiones.

Any attempted assignment, transfer, or delegation in violation of this provision shall be null and void.

This restriction includes, without limitation:

• transfer of rights to another company, affiliate, or third party
• subcontracting or outsourcing obligations related to opportunities under this program
• assignment in connection with a merger, acquisition, change of control, or sale of assets

Scorpiones reserves the right to approve or reject any such request at its sole discretion.

Scorpiones may assign or transfer this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, or sale of assets, upon written notice to the Partner.

14. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to natural disasters, acts of war, terrorism, civil unrest, government actions, pandemics, labor disputes, power outages, or systemic infrastructure failures ("Force Majeure Event").

The affected party shall:

• Promptly notify the other party in writing upon becoming aware of a Force Majeure Event, describing the nature of the event and its anticipated impact on performance.
• Use commercially reasonable efforts to mitigate the effects of the event and resume performance as soon as practicable.

If a Force Majeure Event continues for a period exceeding thirty (30) consecutive days and materially prevents or delays the performance of this Agreement, either party may terminate this Agreement upon written notice to the other party, without liability to either party.

For the avoidance of doubt, Force Majeure shall not apply to:

• A party's financial inability to perform
• Changes in market conditions or economic circumstances
• Obligations to make payments already due under this Agreement

15. Indemnification

The Partner shall defend, indemnify, and hold harmless Scorpiones and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from:

• Any act, omission, misrepresentation, or breach of this Agreement by the Partner or its agents, employees, or representatives
• Any unauthorized representation made by the Partner on behalf of Scorpiones
• Any violation of applicable laws or regulations by the Partner in connection with its participation in this program
• Any third-party claim arising from the Partner's business operations or conduct under this Agreement

Scorpiones reserves the right to assume control of the defense of any such claim, at the Partner's expense.

16. Compliance & Anti-Bribery

The Partner represents and warrants that it will:

• conduct all activities under this Agreement in a legal and ethical manner
• comply with all applicable local, state, federal, and international laws and regulations, including, without limitation, anti-corruption, anti-bribery, privacy, and export control laws
• not engage in any form of bribery, corruption, or improper payments in connection with its participation in this program

The Partner specifically agrees to comply with the United States Foreign Corrupt Practices Act (FCPA) and any other applicable anti-bribery laws. The Partner shall not, directly or indirectly, offer, pay, promise, or authorize the payment of anything of value to any person for the purpose of obtaining or retaining business or influencing any act or decision in connection with this Agreement.

The Partner further agrees not to engage in any form of money laundering or any activity involving the concealment, disguise, or transformation of unlawfully obtained funds.

The Partner shall promptly notify Scorpiones of any actual or suspected violation of this section.

Any breach of this section shall constitute a material breach of this Agreement and may result in immediate termination without liability to Scorpiones.

17. Breach, Remedies, and Enforcement

In the event that the Partner breaches any material provision of this Agreement, including but not limited to non-circumvention, confidentiality, unauthorized representation, or misuse of Scorpiones' intellectual property, Scorpiones reserves the right to take immediate action to protect its business, relationships, and commercial interests.

Such actions may include, without limitation:

• immediate termination of the Partner's participation in the program
• suspension or forfeiture of any pending commissions or payments
• revocation of access to opportunities, materials, or systems

The Partner acknowledges that certain breaches may cause significant harm to Scorpiones, including damage to business relationships, loss of revenue opportunities, and reputational impact, which may be difficult to quantify.

Accordingly, Scorpiones reserves the right to pursue all available remedies under applicable law, including but not limited to claims for damages, equitable relief, and injunctive relief to prevent or stop any actual or threatened breach.

The Partner agrees that Scorpiones may seek immediate legal relief, including court orders or injunctions, without the need to demonstrate actual damages or post bond, to enforce its rights under this Agreement.

All rights and remedies under this Agreement are cumulative and may be exercised independently or in combination.

18. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in New York, and each party hereby consents to the personal jurisdiction of such courts.

19. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions, agreements, or representations, whether written or oral, relating to its subject matter.

20. Acceptance

By submitting information, registering opportunities, or otherwise participating in the Scorpiones Partner Program, the Partner confirms that it has read, understood, and agreed to these Terms & Conditions.

Participation in the program, including any engagement, communication, or collaboration with Scorpiones, constitutes a binding agreement between the Partner and Scorpiones.

21. No Waiver

The failure of either party at any time to enforce any provision of this Agreement shall not be deemed a waiver of that party's right to enforce such provision or any other provision in the future. Any waiver must be in writing and signed by a duly authorized representative of the waiving party.

22. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, shall be severed. The remaining provisions shall remain in full force and effect.

23. Notices

Any notice, request, demand, or other communication required or permitted under this Agreement shall be made in writing and delivered by one of the following methods:

• Email - to the email address on record for each party, with confirmation of receipt requested
• Certified mail - return receipt requested, postage prepaid
• Overnight courier - with tracking and delivery confirmation

Notices to Scorpiones shall be sent to: Scorpiones Ltd., Attn: Legal Department, Email: [email protected].

Notices to the Partner shall be sent to the contact information provided by the Partner at the time of registration or as subsequently updated in writing.

A notice shall be deemed delivered:

• on the date sent, if delivered by email with no bounce-back or error notification received within 24 hours
• on the date of confirmed delivery, if sent by certified mail or overnight courier

It is the Partner's sole responsibility to maintain accurate and up-to-date contact information with Scorpiones. Scorpiones shall not be liable for any failure of notice resulting from the Partner's failure to update its contact information.

Either party may update its notice information by providing written notice to the other party in accordance with this section.