This Referral Partner Terms and Conditions (hereinafter referred to as the "Terms and Conditions") applies to all relationships regarding the use of the Referral Partner Program (hereinafter referred to as the "Program") provided by Cyber Security Cloud, Inc. (hereinafter referred to as "CSC") to the Referral Partner.
This Terms and Conditions define the rights and obligations between CSC and the Referral Partner with respect to this Program.
The Referral Partner shall use the Program in accordance with this Terms and Conditions and shall not use the Program unless agrees to this Terms and Conditions.
The definitions of terms used in this Terms and Conditions shall be as set forth in the following items.
This Terms and Conditions apply to all of the Program offered by CSC to its Referral Partners, and any documents and materials provided by CSC in connection with the Program, including FAQs and other documents and materials (including postings on websites designated by CSC), shall constitute a part of this Terms and Conditions. In the event of any discrepancy between the provisions of this Terms and Conditions and the contents of such documents and materials, this Terms and Conditions shall prevail.
Upon agreeing to all the Terms and Conditions of this Agreement, the Referral Partner shall apply for use of the Program in the manner designated by CSC.
CSC shall determine whether or not to accept the application described in the preceding paragraph, and if so, shall notify the Referral Partner thereof in the manner prescribed by CSC. Upon such notification, this Agreement shall be formed. These General Terms and Conditions constitute a part of this Agreement.
CSC may refuse the application under Paragraph 1 without disclosing any reason if CSC determines that the Referral Partner falls under or corresponds to any of the following items.
When an application is submitted without following CSC's prescribed procedures.
In the event that any false, erroneous, or omitted information in all or part of the Registration Matters.
If there is a violation or potential violation of this Terms and Conditions.
If you are a person who has violated this Terms and Conditions in the past, or a person related to such a person.
Other cases in which the use of this program is not appropriate.
In the event of any change in the Registration Matters, the Referral Partner shall immediately follow the procedures for changing the Registration Matters in accordance with the procedures prescribed by CSC. CSC shall not be liable for any loss or damage incurred by the Referral Partner due to failure to do so.
CSC shall authorize the Referral Partner to conduct referral activities for the Service to its Customer.
Based on the preceding paragraph, the Referral Partner shall conduct the activities of introducing the Service
to Customer in good faith with the care of a good manager. However, the Referral Partner shall not have the right to introduce the Service in its own name or to enter into a contract for the use of the Service with a Customer.
CSC shall cooperate in the referral activities by the Referral Partner by, for example, providing the Referral Partner with materials, etc. necessary for the referral activities of the Service free of charge.
All rights pertaining to the materials and other materials provided by CSC belong to CSC, and the Referral Partner may use such materials and other materials to the extent necessary for its referral activities.
Upon request of CSC or upon termination of this Agreement, the Referral Partner shall immediately return, destroy or erase the materials and other information provided by CSC in accordance with CSC's instructions.
The Referral Partner may use logos, names, trademarks, etc. (hereinafter collectively referred to as
When using the Trademarks, the Referral Partner must comply with the method specified by CSC or the provisions of the Manual.
The Referral Partner shall not apply for, register, or register any trademark identical or similar to the Trademark, etc. as a trade name, trademark, or domain name for which he/she is the rightful owner.
If, as a result of the Referral Partner's referral activities, a contract for the use of the Service is concluded between CSC and the Customer, and the Customer actually pays the Service fee based on such contract, CSC shall pay the Referral Partner the referral commission by way of remittance to the financial institution designated by the Referral Partner under the conditions set forth in the Exhibit. CSC shall pay the Referral Fee to the Referral Partner in accordance with the Terms and Conditions set forth in the Exhibit attached hereto.
If Customer referred by the Referral Partner falls under any of the following categories, the Customer will not be eligible for the Referral Fee payment.
If Customer have made inquiries about the Service directly to CSC regarding the Services prior to being referred by the Referral Partner.
If Customer have already received a referral from another book referral partner.
In the event that Customer have not entered into a contract for the use of the Service with CSC within Twelve (12)
months after being introduced to the Service by the Referral Partner (however, unless otherwise agreed upon by both parties).
CSC may, at its sole discretion, change the Services, the terms of the Program, and the Referral Fee at any time.
CSC shall notify the Referral Partner of any change in the preceding paragraph in the manner prescribed by CSC at least one (1) month prior to such change being made.
All patents, trademarks, copyrights, and other intellectual property rights related to the Services and Materials shall belong to CSC or those who have licensed them to CSC, and no intellectual property rights are transferred to, licensed to, or otherwise authorized by the Referral Partner upon execution of this Agreement. No license or any other authority is granted to the Referral Partner by the execution of this Agreement.
In the event that the Referral Partner receives a claim, demand for compensation for damages, or any other claim (hereinafter referred to as "Claim, etc.") from a Customer or third party in connection with the Referral Partner's referral activities, the Referral Partner shall properly handle such Claim at its own expense and responsibility.
"Confidential Information" as used in this Terms and Conditions shall mean all technical, business, and other information provided or disclosed by CSC in connection with this Agreement. However, any of the following types of information shall not be considered Confidential Information.
Information that was publicly known prior to disclosure.
Information that becomes public knowledge after disclosure for reasons not attributable to the recipient.
Information rightfully held by this Referral Partner prior to disclosure.
Information obtained independently by this Referral Partner without the use of confidential information.
Information lawfully obtained from a third party who has the right.
The Referral Partner shall use the Confidential Information only for the purpose of fulfilling this Agreement and shall not provide, disclose or divulge the Confidential Information to any third party without CSC's prior written consent.
Notwithstanding the preceding paragraph, if the Referral Partner is requested to disclose confidential information by a judicial or administrative agency, the Referral Partner shall promptly notify CSC of such fact to the extent permissible under the applicable law or order on which such disclosure is based, and if requested by CSC, after making every effort to reduce the scope of such disclosure.
The Referral Partner may copy Confidential Information only to the minimum extent objectively necessary for the performance of this Agreement, and such reproductions shall also be treated as Confidential Information.
Upon request of CSC or upon termination of this Agreement, the Referral Partner shall promptly return or destroy all Confidential Information (including copies) received from CSC in accordance with CSC's instructions.
The term of this Agreement shall be one (1) year from the date of execution of this Agreement. However, if neither party expresses its intention to reject the renewal of this Agreement at least one (1) month prior to the expiration of the term, this Agreement shall be automatically renewed for another one-year period under the same terms and conditions, and the same shall apply thereafter.
CSC and the Referral Partner may terminate this Agreement at any time by notifying the other party in writing or by e-mail at least one (1) month prior to the desired termination date.
CSC may immediately terminate this Agreement prospectively if CSC determines that the Referral Partner falls or has fallen under any of the following items.
If any provision of these Terms and Conditions is violated and the violation is not corrected after a reasonable period of time has elapsed after a demand has been made.
In the event of suspension of payment or insolvency, or the commencement of bankruptcy proceedings,
civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation proceedings, or the commencement of similar proceedings.
When a bill or check drawn or accepted by the Company is dishonored.
When a petition for seizure, provisional seizure, provisional disposition, compulsory execution or auction has been filed.
In the event of delinquent taxes and public dues, and the provisional seizure of such taxes and public dues is received.
In the event of dissolution or suspension of business.
If CSC determines that there has been a material change in the credit standing of the Referral Partner.
If Referral Partner receive an order from the supervisory authority to suspend your business, or if the necessary permits or licenses for your business are revoked.
When the effective control of the company has changed due to changes in the composition of shareholders, directors, etc., and the company loses its identity with its predecessor.
In the event of a serious breach of trust against CSC.
CSC otherwise deems it inappropriate for the Referral Partner to use the Program. The "inappropriate" conducts hereunder shall be such as, without limitation, a fraudulent marketing by the Referral Partner in conducting referral activities, which violates professional ethics.
Termination stipulated in 14.1 above shall not be prejudice to CSC's payment of the referral commission due to the Referral Partner at the time of such termination. CSC shall not be liable for any damages incurred by the Referral Partner as a result of termination pursuant to the preceding paragraph.
The Referral Partner and CSC shall indemnify the other party for any damage caused by reasons attributable to the Referral Partner or in breach of this Agreement. The scope of damages to be compensated by CSC to the Referral Partner shall be limited to ordinary damages directly and actually incurred and shall not include special damages including lost profits or other damages.
Each Party (as the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its
Representatives from and against any amounts paid to third parties for claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) of any nature resulting from or arising out of:
any grossly negligent, criminal, or fraudulent act or omission of, or willful misconduct by the Indemnifying Party or its Personnel.
the Indemnifying Party's material breach of the provisions of this Agreement, including any inaccuracy or non-fulfillment of any representation or warranty under this Agreement.
CSC and the Referral Partner shall not be liable to the other party for failure or delay in the performance of its obligations under this Agreement caused by events beyond the party's reasonable control, including but not limited to war, warlike conditions, strike, riot, fire, flood, Acts of God, epidemics, shortage of power or raw materials, terrorism, governmental orders or regulations provided.
In this Article, "Anti-Social Forces" mean any individuals or groups that pursue economic profits using violence, threats, fraud, or other non-legitimate means.
The Referral Partner and CSC represent and warrant that they are not currently and will not in the future fall under any of the following categories;
have a relationship in which Anti-Social Forces are deemed to be controlling its or their management;
have a relationship in which Anti-Social Forces are deemed to be substantially involved in its or their management;
have a relationship in which it or they are deemed to be unjustifiably using Anti-Social Forces for unjustified benefits of itself, themselves, or one or more third parties, for damaging one or more third parties, or for any other similar purpose;
have a relationship in which it or they are deemed to be involved with Anti-Social Forces by providing funds, convenience, or the like; or
let any of its or their officers or persons substantially involved in its or their management have a socially blamable relationship with Anti-Social Forces.
The Referral Partner and CSC shall covenant that it or they will not or will not use any third party to:
violent or threatening demands.
illegal demand beyond legal liability.
violent or threatening behavior in transactions.
An act in a way that damages the credit of or obstructs the business of the other party by spreading false rumors or by using fraudulent means or force.
any act similar to any of the above items commit any act similar to any of the above items.
If the other party violates the preceding two paragraphs, the Referral Partner and CSC may immediately terminate this Agreement without notice or any other proceedings against the other party.
If a party cancels this Agreement in accordance with the preceding paragraph, the cancelling party shall be entitled to claim compensation for damage incurred by it due to the cancellation against the cancelled party. However, damage incurred by the cancelled party shall not be compensated.
CSC may amend this Terms and Conditions at any time at its discretion in any of the following cases.
When the modification of this Terms and Conditions is compatible with the general interest of the Introducing Partner.
The modification of this Terms and Conditions is not contrary to the purpose for which this Agreement was concluded and is reasonable in light of the necessity of the modification, the reasonableness of the content after the modification, the details of the modification, and other circumstances pertaining to the modification.
In amending this Terms and Conditions pursuant to the preceding paragraph, CSC shall notify the Referral Partner of the contents of the provisions to be amended and the effective date of the amendment at least one
(1) month prior to the effective date of the amendment by the method specified in Article 19 (Notice), Paragraph 1.
If the Referral Partner does not agree to the modification of this Terms and Conditions for reasons other than those listed in each item of Paragraph 1, the Referral Partner shall terminate this Agreement mid-term by giving notice to that effect. If the Referral Partner introduces a Customer after the effective date of the amendment, the Referral Partner shall be deemed to have agreed to the amendment of this Terms and Conditions.
Communications from CSC to the Referral Partner shall be made by any means that CSC deems appropriate, such as sending a letter, sending an e-mail or chat, or posting on the CSC website. In the event that such communication is made by sending an e-mail or chat, or by posting on the CSC website, it shall be deemed to have reached the Referral Partner at the time it is delivered on the Internet.
Communications from the Referral Partner to CSC shall be made by email or chat transmission by the person in charge, and CSC shall not be obligated to respond to communications by any other means.
Neither this Agreement nor the rights and obligations hereunder may be assigned by any party without the prior written consent of the other party (provided that such consent shall not be unreasonably withheld). Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of each party hereto and its respective successors and assigns. Any purported assignment without the prior written consent of the other party shall be null and void.
Even after termination of this Agreement, Article 10 (Intellectual Property Rights), Article 11 (Claim), Article 12 (Confidentiality), Article 14 (Termination) Clause 4, Article 15 (Damages), Article 17 (Exclusion of Anti-Social Forces), Article 19 (Notice), Article 20 (Non-Assignment), this Article (Survival Clause), Article 22 (Entire Agreement), Article 23 (Severability), Article 24 (Governing Law and Agreed Jurisdiction), Article 25 (No Waiver) and Article 26 (Consultative Settlement) shall remain in effect regardless of the cause of termination.
These Terms and Conditions constitute the entire agreement between the parties with respect to this Agreement, and supersede and replace any written, oral, or otherwise agreements, representations, or warranties relating to this Agreement made between the parties prior to the execution of this Agreement.
If any provision of this Terms and Conditions is held by law or court to be illegal, invalid, or invalid, the remainder of such provision and the other provisions of this Terms and Conditions shall remain valid, and the invalid provision shall be replaced by the valid provision that most closely matches the intent of the illegal, invalid, or invalid provision, or the invalid provision shall be reasonably interpreted so that it will be the most valid provision that most closely matches the intent of such provision. In the event that any such provision is held to be illegal, invalid or invalid, the invalid provision shall be replaced by the valid provision that most closely matches the intent of the invalid provision, or a reasonable interpretation shall be made to make the invalid provision the most valid provision.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of California.
Choice Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved at the election of either party by (i) litigation before the competent courts of California or (ii) arbitration administered by the International Chamber of Commerce (ICC) in accordance with its Arbitration Rules, as in force on the date of the request for arbitration.
Arbitration Proceedings
If either party chooses arbitration as the method of dispute resolution, the arbitration shall be conducted in California, and the language of the arbitration shall be English. The number of arbitrators shall be one, and the award rendered by the arbitrator(s) shall be final and binding upon both parties.
Court Proceedings
If litigation is chosen as the method of dispute resolution, both parties agree to submit to the exclusive jurisdiction of the courts of California and waive any objection to venue on grounds of forum non convenient or any similar doctrine.
Mutual Agreement on Method
Notwithstanding the foregoing, the parties may mutually agree to use either litigation or arbitration as the method of dispute resolution prior to commencing any formal proceedings.
No waiver by any party of any of the provisions hereof is effective unless explicitly set forth in writing and signed by the party so waiving. No failure or delay by either party to exercise any right hereunder shall operate as a waiver of such right. No exercise of a right or part of a right hereunder shall relieve further exercise of such right or exercise of any other rights hereunder.
Matters not stipulated in this Terms and Conditions and questions of interpretation shall be resolved through consultation between the parties in good faith, in addition to complying with the provisions of laws and regulations and customary practices.
WafCharm
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CloudFastener
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Service | Date of Occurrence | Fee |
WafCharm | From the first day of the month following the month in which the billing for the service begins. | Three (3) month's average usage calculated from the Customer's monthly service charge over a three (3) month period |
CloudFastener | From the first day of the month following the month in which the billing for the service begins. | One (1) month's average usage calculated from the Customer's monthly service charge over a three (3) month period |
US dollar