Terms and Conditions

Introduction

Welcome to the AwareX Partner Program! Our program is designed to empower organizations and individuals who share our vision of enhancing cybersecurity awareness and compliance worldwide. As a partner, you'll gain access to exclusive resources, tools, and support to help you grow your business while promoting our platform.

By enrolling in this program, you agree to abide by the terms and conditions outlined here. These terms govern your participation and define the rights and responsibilities of both you and AwareX. Together, we can create a more secure and informed digital landscape.

Partner Application and Approval

To join the AwareX Partner Program, you must submit an application through our official registration portal. The application process includes the following steps:

1. Complete the Registration Form: Provide accurate and complete information, including your business details, contact information, and the specific services you intend to offer as a partner.
2. Provide Supporting Documentation: Submit any required documentation, such as proof of business registration or certifications relevant to your expertise.
3. Review of Application: Our team will review your application to ensure it meets the program’s eligibility criteria and aligns with our objectives.
4. Approval Notification: If your application is approved, you will receive an official welcome email with next steps, including access to partner resources and tools.

Please note that submission of an application does not guarantee acceptance into the program. AwareX reserves the right to approve or decline applications at its sole discretion, and our decisions are final.

If your application is declined, you may request feedback or reapply after addressing any identified issues.

Roles and Responsibilities

As a participant in the AwareX Partner Program, both AwareX and the partner have specific roles and responsibilities to ensure a successful and mutually beneficial collaboration.

Partner Responsibilities:

• Promote AwareX Services: Actively promote and recommend AwareX products and services to your clients and network.
• Client Onboarding: Assist in onboarding clients referred to AwareX by providing necessary information and ensuring smooth communication between the client and AwareX.
• Compliance: Adhere to all applicable laws, regulations, and AwareX policies, including ethical marketing and client engagement practices.
• Accurate Representation: Ensure that all information shared about AwareX products and services is accurate and up-to-date.
• Reporting: Provide timely updates on partnership activities, including leads, client feedback, and other relevant insights.

AwareX Responsibilities:

• Provide Resources: Supply partners with the necessary resources, including marketing materials, training, and access to the partner dashboard.
• Support and Training: Offer ongoing support and training to ensure partners are well-equipped to represent AwareX products and services.
• Transparent Communication: Maintain open and transparent communication about partnership expectations, changes in policies, or updates to products and services.
• Compensation: Ensure timely and accurate payouts for referrals and other agreed-upon incentives in accordance with the terms outlined in the program.
• Data Privacy and Security: Protect all shared client and partner data in compliance with relevant data protection laws and AwareX's privacy policy.

These roles and responsibilities establish the foundation for a productive and ethical partnership. Both parties are expected to uphold these commitments to ensure mutual success and client satisfaction.

Revenue Sharing and Payment Terms

AwareX values the contributions of our partners and offers a transparent revenue-sharing model designed to reward your efforts and drive mutual success.

Revenue Sharing Structure:

• Commission Percentage: Partners will earn a predetermined percentage of the revenue generated from customers referred through their efforts. Details of the commission structure will be outlined in your partner agreement.
• Tiered Rewards: Additional incentives may be available based on performance milestones or achieving specific sales targets.

Payment Terms:

• Payment Frequency: Payouts will be processed on a monthly basis, typically within 15 business days after the end of each calendar month.
• Minimum Payout Threshold: A minimum commission threshold must be met before payments are processed. Any unpaid balance will roll over to the next payout cycle.
• Payment Methods: Payments will be made via electronic transfer to the bank account or payment service specified in your partner profile.
• Currency: All payments will be made in the agreed-upon currency as outlined in the partner agreement.

Conditions for Payment:

• All referred customers must have completed payment in full for eligible services.
• No outstanding disputes or chargebacks related to the referred customer’s account.
• Partners must comply with all terms and conditions of the Partner Program.
• The Partner, including any individual, company, or country associated with the Partner, must not be subject to embargoes, sanctions, or trade restrictions imposed by the United States, the European Union, the United Nations, or any other applicable jurisdiction. Partners are responsible for ensuring compliance with all relevant laws and regulations related to international sanctions and trade restrictions.

AwareX reserves the right to withhold or adjust commission payments if there are discrepancies, non-compliance, or fraud concerns.

For any questions or clarifications regarding revenue sharing or payment terms, please contact our Partner Support team via the Partner Portal.

Marketing and Promotion

AwareX is committed to supporting our partners in their marketing and promotional efforts to ensure mutual success. This section outlines the expectations and resources available for partners to effectively promote AwareX services.

Marketing Resources: (coming 2025)

• Brand Guidelines: Partners will receive a comprehensive brand guide to ensure consistency in the representation of AwareX in all promotional materials.
• Promotional Assets: Access a library of marketing materials, including logos, banners, brochures, and other content to assist in your campaigns.
• Training Materials: Utilize our training resources to understand our services and communicate their benefits effectively.

Co-Branded Marketing Opportunities:

• Partners may collaborate with AwareX on co-branded campaigns, webinars, or events to amplify reach and engagement.
• Requests for co-branded efforts must be submitted in advance and approved by the AwareX marketing team.

Marketing Guidelines:

• Compliance: All marketing efforts must comply with applicable laws, regulations, and industry standards.
• Accuracy: Partners must represent AwareX services truthfully and avoid any misleading claims or comparisons.
• Approval Process: All partner-created marketing materials that use AwareX branding must be submitted for review and approval before publication.

Prohibited Activities:

• Engaging in deceptive, unethical, or spam-like marketing practices.
• Misrepresenting the relationship between AwareX and the partner.
• Using AwareX branding in any context that damages the reputation of AwareX.

By adhering to these guidelines, partners help maintain the integrity of the AwareX brand and ensure a positive experience for potential customers.

For further guidance or access to additional resources, please contact the AwareX Partner Support team through the Partner Portal.

Confidentiality

As a partner of AwareX, you may have access to confidential information that is vital to our business operations and your success in promoting and utilizing our platform. This section outlines your obligations regarding the protection and use of such information.

Definition of Confidential Information

Confidential information includes, but is not limited to:

• Business strategies, plans, and data.
• Technical specifications, product roadmaps, and development information.
• Customer information, including contact details and purchasing history.
• Pricing details, financial information, and revenue-sharing arrangements.
• Marketing strategies, campaigns, and promotional materials not intended for public distribution.

Partner Obligations

• Non-Disclosure: You agree to keep all confidential information secure and not disclose it to any third party without prior written consent from AwareX.
• Use Limitation: Confidential information may only be used for the purposes outlined in your partnership agreement with AwareX.
• Protection: You are responsible for implementing adequate measures to prevent unauthorized access, use, or disclosure of confidential information.

Exclusions

The obligations outlined above do not apply to information that:

• Is or becomes publicly available without breach of these terms.
• Was known to you prior to its disclosure by AwareX.
• Is independently developed by you without reference to AwareX's confidential information.
• Is required to be disclosed by law or regulation, provided you notify AwareX promptly to allow us to seek protective measures.

Duration

The confidentiality obligations remain in effect for the duration of the partnership and for a period of two (2) years after termination of the agreement, unless otherwise specified.

Breach of Confidentiality

Any unauthorized use or disclosure of confidential information will be considered a material breach of the partnership agreement, subject to legal remedies including termination of the partnership and potential financial penalties.

Termination of Partnership

AwareX reserves the right to terminate the partnership agreement under certain conditions to ensure the integrity and success of the Partner Program. This section outlines the circumstances under which the partnership may be terminated and the consequences of termination.

Grounds for Termination

• Breach of Agreement: Failure to comply with the terms and conditions outlined in the partnership agreement.
• Non-Performance: Consistently failing to meet performance metrics or obligations agreed upon during the partnership.
• Misuse of Resources: Unauthorized use of AwareX's branding, resources, or confidential information.
• Legal or Regulatory Issues: Engagement in activities that violate applicable laws or regulations, or that may harm the reputation of AwareX.
• Voluntary Termination: The partner may choose to terminate the agreement by providing written notice as specified in the agreement.
• The Company reserves the right to terminate the partnership immediately if the Partner, or any individual or entity associated with the Partner, is found to be involved in or reasonably suspected of engaging in activities related to money laundering, human trafficking, modern slavery, terrorism financing, or any other illegal or unethical practices. Such termination may occur without prior notice if required to ensure compliance with applicable laws and regulations, including but not limited to anti-money laundering (AML), counter-terrorism financing (CTF), and anti-slavery legislation.

Notice Period

Unless otherwise specified in the partnership agreement, either party must provide a written notice of at least thirty (30) days prior to termination. AwareX may waive this requirement in cases of severe misconduct or breach of agreement.

Consequences of Termination

• Access Revocation: Termination will result in the immediate loss of access to the Partner Portal and all associated resources.
• Payment Settlement: Any pending revenue share or payment will be settled according to the terms outlined in the agreement, provided all obligations have been fulfilled.
• Confidential Information: All confidential information provided by AwareX must be returned or securely destroyed upon termination.
• Branding and Marketing Materials: Partners must cease using AwareX branding, logos, or promotional materials immediately upon termination.

Appeal Process

Partners may appeal a termination decision by submitting a written request to AwareX within ten (10) business days of receiving the termination notice. Appeals will be reviewed on a case-by-case basis, and AwareX reserves the right to make the final decision.

Reinstatement

In some cases, AwareX may allow reinstatement of the partnership following a resolution of the issues that led to termination. Reinstatement will be subject to new terms and conditions as deemed necessary by AwareX.

Compliance with Laws and Regulations

All partners in the AwareX Partner Program are required to adhere to applicable laws, regulations, and ethical standards to ensure the integrity and legality of the partnership. This section outlines the compliance expectations and obligations for partners.

Adherence to Applicable Laws

• Partners must comply with all local, national, and international laws, regulations, and ordinances relevant to their operations and partnership activities with AwareX.
• This includes, but is not limited to, laws related to data protection, anti-corruption, anti-bribery, trade regulations, and intellectual property rights.

Data Privacy and Security

• Partners must handle customer and business data in compliance with applicable data protection laws, such as the GDPR, CCPA, and any relevant local regulations.
• Adequate measures must be in place to ensure the security and confidentiality of sensitive data shared during the partnership.

Anti-Bribery and Corruption

• Partners are prohibited from engaging in any form of bribery or corrupt practices while representing or collaborating with AwareX.
• Any form of undue influence or unethical behavior to gain an unfair advantage will result in immediate termination of the partnership.

Export and Trade Compliance

• Partners must comply with applicable export control and trade sanction laws when conducting activities involving cross-border transactions.
• It is the partner’s responsibility to ensure that goods, services, and technologies provided do not violate any trade restrictions or embargoes.

Reporting Non-Compliance

Partners are encouraged to report any suspected violations of laws, regulations, or this agreement to AwareX immediately. Reports will be treated confidentially and investigated thoroughly.

Consequences of Non-Compliance

Non-compliance with legal or regulatory requirements may result in suspension or termination of the partnership, as well as potential legal action. AwareX reserves the right to take appropriate action to protect its interests and reputation.

Intellectual Property Rights

This section outlines the ownership and permissible use of intellectual property by AwareX and its partners as part of the Partner Program. Compliance with these terms ensures mutual respect and protection of intellectual property rights.

Ownership of Intellectual Property

• All intellectual property, including trademarks, logos, service marks, proprietary content, software, and documentation provided by AwareX, remain the sole property of AwareX and its licensors.
• Partners do not gain ownership rights to any AwareX intellectual property unless explicitly granted through a written agreement.

Authorized Use of Intellectual Property

• Partners are granted a non-exclusive, revocable, and limited license to use AwareX trademarks, logos, and marketing materials solely for the purpose of promoting and selling AwareX services, in accordance with the Partner Program guidelines.
• Any use of AwareX intellectual property must be pre-approved and must not harm or tarnish the reputation of AwareX.

Restrictions on Use

• Partners are prohibited from modifying, copying, distributing, or creating derivative works based on AwareX intellectual property without explicit written consent.
• Unauthorized use, reproduction, or distribution of AwareX intellectual property is strictly prohibited and may result in legal action.

Partner-Created Materials

• Any materials, content, or tools created by the partner using AwareX intellectual property must acknowledge AwareX as the source and comply with the terms of this agreement.
• Ownership of such partner-created materials may be subject to negotiation and mutual agreement between the partner and AwareX.

Protection of Intellectual Property

Partners are required to take reasonable measures to protect AwareX intellectual property from unauthorized use, duplication, or distribution.

Reporting Infringement

Partners must immediately report any known or suspected infringement of AwareX intellectual property to AwareX for investigation and appropriate action.

Termination of Use

Upon termination of the partnership, partners must cease all use of AwareX intellectual property and return or destroy any materials containing AwareX intellectual property as directed.

Limitation of Liability

This section defines the limitations of AwareX's liability to partners as part of the Partner Program. By participating, partners acknowledge and accept these limitations.

No Guarantee of Results

AwareX does not guarantee any specific outcomes, results, or earnings as a result of participation in the Partner Program. Partners are responsible for their own business performance and success.

Exclusion of Indirect Damages

AwareX shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, profits, data, or business opportunities, arising from or related to participation in the Partner Program.

Maximum Liability

AwareX's total liability to any partner, whether in contract, tort, or otherwise, shall not exceed the total amount of commissions earned by the partner during the six (6) months preceding the claim.

Force Majeure

AwareX shall not be held liable for any delay or failure to fulfill its obligations under the Partner Program due to causes beyond its reasonable control, including but not limited to natural disasters, acts of government, labor disputes, or interruptions in internet or communication services.

Partner Responsibility

Partners agree to indemnify and hold AwareX harmless from any claims, liabilities, or damages arising from their own actions, omissions, or breaches of this agreement.

Disclaimer of Warranties

AwareX provides the Partner Program and associated resources "as is" and disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

Modifications to the Partner Program

AwareX reserves the right to modify, update, or discontinue the Partner Program or any of its terms and conditions at any time. These modifications are essential to ensure the program remains effective, compliant, and aligned with business goals.

Notification of Changes

Partners will be notified of any material changes to the program via email or through the Partner Portal. It is the partner’s responsibility to regularly review updates and modifications.

Effective Date of Changes

Changes to the Partner Program will take effect on the date specified in the notification or, if no date is specified, immediately upon notification. Continued participation in the program constitutes acceptance of the updated terms.

Discontinuation of Program

AwareX reserves the right to discontinue the Partner Program entirely. In such cases, partners will receive prior notice to allow for an orderly transition or conclusion of their partnership activities.

Partner Acknowledgement

By participating in the Partner Program, partners acknowledge that they have reviewed and agree to any modifications or updates made to the program, as communicated by AwareX.

Right to Opt-Out

If a partner does not agree with the changes, they have the right to terminate their participation in the program by providing written notice to AwareX within thirty (30) days of receiving the notification.

Dispute Resolution

AwareX is committed to resolving disputes with partners in a fair and timely manner. The following procedures outline the steps to address and resolve any disagreements or issues that may arise.

Initial Resolution Attempt

Partners are encouraged to first attempt to resolve any disputes or issues informally by contacting AwareX support or their designated account manager. Every effort will be made to address concerns through open communication and collaboration.

Mediation

If informal discussions fail to resolve the dispute, the matter may be submitted to mediation. Both parties agree to participate in good faith and work towards a mutually acceptable resolution. Mediation will be conducted by a neutral third party, and the costs will be shared equally by both parties.

Binding Arbitration

In the event mediation does not resolve the dispute, the parties agree to submit the matter to binding arbitration in accordance with the rules of the designated arbitration body. The decision of the arbitrator will be final and enforceable in any court with jurisdiction.

Jurisdiction

Arbitration will take place in the jurisdiction specified in the governing laws section of this agreement. Any legal proceedings outside of arbitration must also adhere to this jurisdiction.

Exclusions

This dispute resolution process does not apply to claims related to the violation of intellectual property rights or breaches of confidentiality, which may be resolved through legal action in the applicable jurisdiction.

Confidentiality

All discussions, negotiations, and proceedings related to dispute resolution will remain strictly confidential and will not be disclosed to any third party without prior written consent, except as required by law.

Miscellaneous

This section includes additional terms and conditions that are essential for the comprehensive understanding and interpretation of the Partner Program Agreement between AwareX and its partners.

Entire Agreement

These terms and conditions, along with any documents expressly incorporated by reference, constitute the entire agreement between you and AwareX regarding the Partner Program and supersede all prior agreements, understandings, or communications, whether written or oral.

No Agency Relationship

Nothing in this agreement shall be construed to create a partnership, joint venture, or agency relationship between AwareX and the partner. You are an independent contractor, and neither party has the authority to bind the other or incur obligations on behalf of the other.

Assignment

You may not assign, transfer, or delegate any of your rights or obligations under this agreement without the prior written consent of AwareX. Any unauthorized assignment or transfer shall be null and void.

Waiver

The failure of AwareX to enforce any provision of this agreement shall not constitute a waiver of that provision or any other provision. A waiver shall only be effective if it is in writing and signed by an authorized representative of AwareX.

Severability

If any provision of this agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.

Notices

All notices, requests, or communications required or permitted under this agreement shall be in writing and delivered to the respective parties at the addresses provided in the Partner Portal or as updated in writing. Notices may be delivered by email, registered mail, or courier service.

Governing Law

This agreement shall be governed by and construed in accordance with the laws of Florianopolis, Santa Caterina, Brazil, without regard to its conflict of law principles. Any disputes arising under or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts located in Florianopolis, Santa Caterina, Brazil.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this agreement if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, or governmental actions.

Survival

The provisions of this agreement that by their nature are intended to survive termination or expiration shall remain in effect, including but not limited to clauses related to confidentiality, intellectual property rights, limitation of liability, and dispute resolution.

Headings

The section headings in this agreement are for convenience only and have no legal or contractual effect.

Language

This agreement is drafted in the English language. If it is translated into another language, the English version shall prevail in the event of any discrepancies or conflicts.