Terms of Service Prisma Partner Network

This Prisma Partner Network Agreement ("Agreement") sets out legally binding terms between you ("Partner") and Prisma Data, Inc. ("Prisma") regarding participation in the Prisma Partner Network Program ("Program"). This Agreement is binding upon registration and checking the acceptance checkbox.

Prisma reserves the right to modify this Agreement at any time with reasonable notice. Partners must also accept and comply with the Privacy Policy, Acceptable Use Policy, and any Additional Terms that may apply.

For questions about this Agreement, contact partnerships@prisma.io.

Key terms used throughout this Agreement:

• Affiliate Partner: An individual or entity that markets Prisma products on their own websites and platforms.
• Customer: An individual who signs up for Prisma services via an Affiliate referral.
• Fees: Compensation due to Partners under this Agreement.
• Link: Hypertext or graphical links provided by Prisma that direct users to Prisma sites.
• Referrals: Unique customers who register for paid accounts through a Partner's active promotion.
• Services: SaaS products offered at prisma.io.
• VAR/Reseller: Partners who bundle or resell Prisma products into bespoke offerings.
• Technology Partner: A partner who co-develops software solutions that are jointly marketed with Prisma.

Enrollment: Application to the Program is required. Prisma will make a decision within 5 business days. Prisma employees and residents of sanctioned countries are excluded from participation. Any changes in status must be reported immediately.

Affiliate Program: Partners must create an account, be at least 18 years of age, maintain credential confidentiality, use only Prisma-provided Links, comply with FTC disclosure guidelines, bear all marketing costs, follow email and spam regulations, avoid fraudulent traffic or PPC keyword bidding, and comply with all applicable laws.

Technology Partner Program: Requires business compatibility, technical expertise, customer base alignment, strong reputation, sales capability, financial stability, and compliance with GDPR, HIPAA, SOC2-II, and ISO 27001 standards.

VAR/Reseller Program: Requires sales proficiency, integration ability, value-add services, training commitment, market coverage, customer service excellence, business plans, financial health, and compliance with applicable standards.

Prisma retains all rights, title, and interest in and to all intellectual property shared with Partners. A limited, non-exclusive license is granted to Partners for using the Prisma logo and badges solely to promote the Services in accordance with Prisma's brand guidelines.

Partners may not register or use any trademarks that are confusingly similar to Prisma's marks.

"Confidential Information" encompasses unpublished business data, customer lists, pricing information, designs, processes, and any other proprietary information disclosed by either party.

Both parties must protect Confidential Information using reasonable care. Disclosure is permitted only to employees or contractors who need to know and are bound by confidentiality obligations, or when legally required with prior notice to the disclosing party.

Upon termination of this Agreement, all confidential materials must be returned or destroyed.

Either party may terminate this Agreement immediately and without cause. Fraudulent behavior will result in account suspension or termination without recourse.

Prisma reserves the right to modify the Program with 30 days' notice for significant changes. Upon termination, Partners must return all Prisma property, cease displaying all Links and Creative materials, and forfeit all Program rights.

Prisma disclaims liability for indirect, incidental, special, or consequential damages. Prisma's total liability is capped at the Fees paid to the Partner in the six months preceding the claim.

Partners agree to indemnify and hold harmless Prisma against any third-party claims arising from breaches of this Agreement, negligence, customer relationships, tax obligations, and legal violations. Indemnified parties shall receive prompt written notice of any claims.

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, such invalidity shall not affect the remaining provisions. The Agreement shall be construed as if the invalid provision had never been included.

• Force Majeure: Performance is excused by circumstances beyond either party's reasonable control.
• Independent Contractors: No partnership, agency, or joint venture relationship is created by this Agreement.
• Non-Exclusivity: Both parties are free to enter into similar arrangements with third parties.
• Disclaimer: The platform is provided "as-is" without warranties of any kind.
• Notice: Written communications shall be delivered via email, courier, or certified mail.
• Data Protection: Both parties shall comply with applicable data protection legislation.
• No Waiver: Failure to enforce any provision does not constitute a waiver of rights.
• Entire Agreement: This Agreement supersedes all prior agreements between the parties.
• Assignment: Prisma may assign this Agreement. Partners may not assign without Prisma's prior written consent.
• Applicable Laws: This Agreement is governed by the laws of the State of California. The courts of San Francisco shall have exclusive jurisdiction.
• Dispute Resolution: Parties shall attempt 30 days of negotiation before proceeding to binding arbitration.
• Patent Non-Assertion: Partners shall not assert patent claims against Prisma.
• Authority: Signers represent they have the legal capacity to bind their respective organizations and are at least 18 years of age.

For inquiries regarding this Agreement or the Prisma Partner Network, please contact partnerships@prisma.io.