Partner Agreement

1. Purpose and Scope

This Partner Agreement ("Agreement") sets out the commercial terms under which WASViking LLC ("WASViking") authorizes companies to participate in its partner program. It applies to authorized partners, resellers, consultancies, managed security service providers, and integrators that WASViking has admitted into the program (each, a "Partner").

This Agreement does not replace the Terms of Service, Privacy Policy, Data Processing Agreement, or Acceptable Use Policy published in the WASViking Trust Center. Those documents continue to govern access to and use of the platform. This Agreement complements them and addresses only the commercial relationship between WASViking and its authorized partners. Where a term here conflicts with a signed partner order or program document executed between the parties, the signed document controls for its subject matter.

2. Eligibility and Participation

Participation in the partner program is open to established businesses that resell, implement, manage, or integrate security technology and that meet the qualification criteria WASViking applies at the time of application. A company becomes a Partner only after WASViking has reviewed and accepted its application. Submitting an application does not create a partnership or entitle any company to program benefits.

Continued participation depends on the Partner remaining in good standing, meeting the applicable program requirements, and complying with this Agreement and the other Trust Center documents referenced above.

Business email and authority. An application may be submitted by an employee or other representative using a business email address associated with the applicant company. The individual submitting the application represents that the information provided is accurate and that the individual is authorized to submit the application on behalf of the company. Use of a business email address alone does not constitute approval by WASViking or establish authority to bind the company.

Each individual who accepts this Agreement on behalf of the Partner represents that the individual has the legal capacity and actual authority to bind the Partner to this Agreement. WASViking may rely on the information and representations provided through the application and electronic acceptance process.

Each other individual who accesses the partner console on behalf of the Partner represents that the individual has been authorized by the Partner to access and use the platform within the scope of the individual's assigned responsibilities.

2A. Authorized Partner Status

Only the legal entity that WASViking has expressly approved and that is identified in the WASViking partner program records is an "Authorized WASViking Partner". The authorization granted to the Partner does not automatically extend independent Authorized WASViking Partner, reseller, distributor, agent, or representative status to Partner Personnel, who may perform authorized activities solely for and on behalf of the Partner and within the scope of the Partner's authorization.

The Partner may not appoint, authorize, sublicense, or represent any third party as an independent WASViking reseller, distributor, partner, agent, or representative unless WASViking has expressly approved that entity through the applicable WASViking partner approval process.

3. Approval, Suspension, and Termination of Participation

WASViking may approve, reject, suspend, or terminate a company's participation in the partner program at its sole discretion, with or without cause. WASViking may also change the structure, requirements, tiers, or benefits of the program over time. Where practical, WASViking will give reasonable notice of a change that materially affects an active Partner.

Termination or suspension of participation does not relieve either party of obligations that accrued before that date, and does not affect the sections of this Agreement that are intended to continue afterward.

4. Independent Relationship

The Partner operates as an independent business and bears sole responsibility for its own personnel, expenses, taxes, and obligations. Nothing in this Agreement creates a partnership, joint venture, subsidiary, franchise, agency, legal representation, or employment relationship between the Partner and WASViking. Neither party is the legal representative of the other for any purpose.

5. No Authority to Bind WASViking

The Partner has no authority to assume obligations, make commitments or promises, issue warranties or guarantees, modify any contract, or otherwise act in the name of WASViking. The Partner will not represent that it holds any such authority. Any commitment the Partner makes to a customer or third party is the Partner's own responsibility and does not bind WASViking.

6. Intellectual Property

All intellectual property associated with the platform remains the exclusive property of WASViking LLC. This includes the software, the platform, its analysis mechanisms, algorithms, models, APIs, documentation, technical materials, presentations, design, interfaces, dashboards, logos, trade names, trademarks, commercial materials, and any related technology, together with all improvements and derivative works.

Participation in the partner program transfers no ownership of, or right in, any WASViking intellectual property to the Partner. The Partner acquires no rights beyond the limited authorization described in Section 7, and all rights not expressly granted are reserved to WASViking.

7. Grant of Limited Authorization

For the duration of the partnership, WASViking grants the Partner a limited, non-exclusive, non-transferable, and revocable authorization to participate in the partner program under one or more of the engagement models below, as enabled for the Partner in the partner console. This authorization does not include any right to copy, modify, reproduce, or create derivative works from the platform or WASViking materials, and it ends automatically when the partnership ends.

(a) Referral. The Partner may market and promote the platform to prospective customers and refer them to WASViking.

(b) Resale. The Partner may purchase subscriptions through the partner console for named end customers and resell them as part of its own commercial offering. WASViking invoices the Partner when the Partner is identified as the contractual payer in the applicable order, as described in Section 7D; the Partner sets its own resale pricing and invoices its customer. The end customer receives its own organization on the platform, logically isolated from other organizations, and the Partner's access to that organization is limited to the engagement model enabled for it.

(c) Managed services. Where the engagement model for a given customer allows it, the Partner may create and configure that customer's organization, manage targets and scans, review findings, and deliver results to the customer as part of the Partner's managed security services. This access takes place through the partner console and through audited delegated sessions controlled by the platform. WASViking may restrict, suspend, or revoke partner access to a customer environment where reasonably necessary for security, suspected abuse, termination of the engagement, or compliance. The Partner may use platform outputs, such as findings and reports, to deliver its services to that customer, and for no other purpose. Platform outputs must not be used to build or improve a competing product.

The engagement model available to the Partner for each customer is recorded in the partner console and may require WASViking approval. Demonstration environments provided through the partner console are temporary, are provisioned for presentation purposes only, and are removed automatically.

7A. End Customers

Each end customer organization, and each individual user of it, must accept the WASViking Terms of Service, Privacy Policy, and Acceptable Use Policy before using the platform. The platform enforces this acceptance at first login, including for organizations created by a Partner. The Partner will not attempt to bypass, discourage, or misrepresent this acceptance.

The Partner's agreements with its end customers must be consistent with the WASViking Trust Center documents and must not grant rights broader than those WASViking grants. In particular, the Partner will pass through to its end customers the restrictions on platform use, intellectual property, reverse engineering, and authorized scanning. The Partner is responsible to WASViking for the acts and omissions of its own personnel and contractors, and for its own use of the platform on behalf of its end customers.

7B. Authorization to Test

Security testing is lawful only with authorization. For every asset the Partner submits, configures, or scans on behalf of an end customer, the Partner must hold valid written authorization covering the assets and the scope of testing, granted by that customer, by the asset owner, or by another party legally authorized to permit the testing, and must keep that authorization current for the duration of the engagement. The Partner will produce this documentation within five (5) business days of a request by WASViking.

WASViking may suspend scanning, delegated access, or program participation while authorization is missing, expired, or in doubt, and may terminate the partnership for unauthorized testing. This section operates alongside the Acceptable Use Policy, which applies to all use of the platform.

7C. Data Protection

To the extent personal data is processed by the Partner on behalf of an end customer through the platform, the end customer remains the controller of that data, the Partner acts as a processor under its agreement with that customer, and WASViking processes the data as described in the Data Processing Agreement. To the extent the Partner processes personal data for its own purposes, such as billing, support, and its commercial relationship with its clients, the Partner acts as an independent controller and is solely responsible for that processing, including any legal bases, notices, or agreements required under applicable data protection laws.

The Partner will access customer data only through the mechanisms the platform provides, only to deliver its services to that customer, and will keep it confidential. The Partner will protect the accounts, credentials, devices, and delegated sessions it uses to access the platform and customer environments, and will notify WASViking without undue delay of any compromise, unauthorized access, security incident, or misuse involving them. Delegated access events and security-relevant actions performed through partner access are recorded by the platform, and those records may be preserved and used for security, audit, and legal purposes.

7D. Orders, Fees, and Payment

Commercial terms for each customer, including plans, modules, pricing, trial periods, and billing cycle, are set out in the quotes, orders, and invoices generated through the partner console or otherwise agreed in writing. WASViking invoices the Partner on a consolidated basis for resale and managed services orders in which the Partner is the contractual payer. Referral fees or commissions exist only where expressly provided in a program document, registered opportunity, order, or other written agreement approved by WASViking; no compensation is implied by program participation alone. The Partner's payment obligation to WASViking is independent of whether the Partner has collected from its end customer. Applicable taxes are the responsibility of the party that owes them under law. WASViking may suspend provisioning or access for accounts that are materially past due, after notice.

7E. Partner Personnel

The Partner may engage its employees, officers, directors, contractors, subcontractors, consultants, agents, commissioned sales representatives, and other personnel it authorizes to perform activities related to this Agreement (collectively, "Partner Personnel"). The Partner may permit Partner Personnel acting on its behalf to access the partner console or customer environments only as necessary for the engagement model enabled for the applicable customer.

All Partner Personnel act solely for and on behalf of the Partner. Partner Personnel are not employees, contractors, agents, representatives, franchisees, joint venturers, or personnel of WASViking LLC, and will not represent themselves as such. Nothing in this Agreement, or in the authorization of the Partner to market or resell WASViking products or services, creates any employment, agency, representation, compensation, commission, benefits, payroll, tax, reimbursement, or other payment obligation between WASViking and any Partner Personnel.

The Partner will ensure that Partner Personnel are properly authorized by the Partner, legally permitted to perform their assigned duties in the jurisdictions where those duties are performed, and subject to confidentiality, security, and data protection obligations consistent with this Agreement and the applicable WASViking Trust Center documents.

Partner Personnel must use individual accounts and credentials, must not share accounts, credentials, or delegated sessions, and may access only the customer environments and information necessary for their assigned work. Each person accessing the partner console must accept the applicable platform terms presented through the console.

Partner Personnel must complete all authentication and security verification steps required by the platform and must not share passwords, email security codes, authentication factors, recovery methods, or delegated sessions.

Flow-down obligations. The Partner will ensure that every member of Partner Personnel with access to WASViking Confidential Information, WASViking Materials as defined in Section 8.1, trademarks, product information, training materials, customer information, or the partner console is bound by written obligations at least as protective as the corresponding obligations imposed on the Partner under this Agreement. Those obligations will include, as applicable:

Confidentiality and protection of Confidential Information;
Information security and data protection;
Protection of WASViking intellectual property;
Permitted use of WASViking trademarks, logos, screenshots, videos, documentation, and other materials;
Restrictions on marketing representations, product claims, warranties, and statements concerning WASViking;
The prohibition against binding, representing, or assuming obligations on behalf of WASViking;
Compliance with applicable laws and regulations; and
Cessation of access to and use of WASViking Materials when the individual's authorization by the Partner ends.

The Partner remains responsible to WASViking for any failure by Partner Personnel to comply with those obligations, whether or not the Partner has separately entered into an agreement with the individual.

The Partner remains fully responsible for the acts and omissions of all Partner Personnel whom it authorizes, invites, permits, or knowingly allows to access the partner console, customer environments, or program benefits, and for the acts and omissions of Partner Personnel whom it authorizes to market, promote, demonstrate, support, sell, resell, or otherwise participate in activities involving WASViking products, services, trademarks, materials, customers, or prospective customers. The Partner is solely responsible for compliance with all employment, labor, immigration, worker classification, tax, licensing, and similar laws applicable to Partner Personnel, including verification of employment authorization where required, and for all compensation, commissions, bonuses, benefits, payroll obligations, insurance, reimbursements, and other amounts owed to or arising from Partner Personnel.

The Partner will promptly remove or request removal of access when a person's employment, engagement, authority, or need for access ends, and will not permit access by any person whose access WASViking has suspended or revoked.

Nothing in this section creates contractual privity between WASViking and Partner Personnel.

7F. Partner Personnel Offboarding and Removal of Materials

In addition to the access removal required by Section 7E, when the employment, engagement, authorization, agency, contractor relationship, or other relationship between the Partner and any Partner Personnel who had access to WASViking systems or materials ends, the Partner will promptly:

Remove or request removal of that individual's access to the partner console and to any other restricted WASViking resource;
End that individual's authority to market, promote, demonstrate, or sell WASViking through the Partner;
Require the individual to cease all use of WASViking trademarks and WASViking Materials;
Require the return or secure destruction of confidential or restricted WASViking Materials in that individual's possession or control;
Take commercially reasonable steps to remove unauthorized copies of WASViking Materials from websites, social media accounts, cloud storage, shared repositories, presentations, devices, and other locations controlled by the Partner or by the former Partner Personnel; and
Ensure that the individual no longer represents or implies that the individual remains authorized to market, promote, sell, or represent WASViking through the Partner.

The Partner remains responsible for taking reasonable measures to enforce these obligations after the relationship with the individual ends. The end of that relationship does not create any direct relationship between the individual and WASViking.

8. Use of the WASViking Brand and Materials

This section governs how the Partner and Partner Personnel may use the WASViking name, trademarks, and materials, both during and after participation in the partner program.

8.1 Ownership

WASViking and its licensors retain all right, title, and interest in and to the WASViking name, trademarks, service marks, logos, product names, screenshots, user interface images, videos, documentation, training materials, sales materials, demonstrations, graphics, content, and other proprietary materials ("WASViking Materials").

Except for the limited rights expressly granted under this Agreement, no ownership, license, title, goodwill, or other proprietary interest in WASViking Materials is transferred to the Partner or to Partner Personnel. Any goodwill resulting from the Partner's permitted use of the WASViking trademarks inures solely to the benefit of WASViking.

8.2 Approved Partner Materials

The Partner may use only the official brand and commercial materials that WASViking provides, and only in the form provided. Materials that WASViking expressly identifies or provides as pre-approved for partner use ("Pre-Approved Partner Materials") may be used solely:

For the purpose designated by WASViking;
During the Partner's active authorization under the WASViking partner program;
Without modification, alteration, cropping, editing, translation, combination, or creation of derivative materials, except where WASViking expressly permits it; and
In compliance with any applicable WASViking brand or partner guidelines.

Use within these conditions does not require separate approval for each occurrence. While the Partner's authorization is active, the Partner may also state factually that it is an authorized WASViking partner, and may use the WASViking logo in the form provided by WASViking, without modification, for that purpose.

8.3 Partner-Created and External Materials

Except as permitted by Section 8.2, the Partner must obtain prior Brand Approval before using any WASViking trademark, logo, screenshot, platform image, video, training content, product representation, or other WASViking Material in or through:

Partner websites;
Training portals or partner portals operated by the Partner;
Landing pages;
Social media;
Digital or printed advertisements;
Marketing or demand generation campaigns;
Videos or recordings created or edited by the Partner;
Presentations or sales materials created by the Partner;
Co-branded materials;
Events, webinars, conferences, or public presentations; or
Any other Partner-created public or external facing communication.

8.4 Brand Approval

For purposes of this section, "Brand Approval" means an express approval sent by email by an authorized representative of WASViking LLC from an official WASViking email address. Brand Approval is valid only for the specific material, use, context, and scope identified in that approval, unless the approval expressly states otherwise.

Oral discussions, telephone calls, meetings, instant messages, SMS, chat communications, informal conversations, silence, failure to object, prior participation in a discussion, or failure by WASViking to request removal do not constitute Brand Approval. No course of dealing, course of performance, or previous approval creates authorization for a different or subsequent use.

8.5 Prohibited Brand Uses

The Partner and Partner Personnel may not:

Alter, modify, or distort WASViking logos, visual identity, trademarks, or commercial materials;
Imply ownership of WASViking products or technology;
Represent themselves as WASViking, or as employees, agents, or legal representatives of WASViking;
Register or use any corporate name, trade name, domain name, social media account, application name, product name, or other identifier incorporating WASViking or a confusingly similar designation, without express written authorization;
Remove, obscure, or modify any trademark, copyright, confidentiality, or other proprietary notice;
Use WASViking Materials in any misleading, deceptive, unlawful, defamatory, or unauthorized manner; or
Sublicense, transfer, or grant any third party an independent right to use WASViking Materials, except as expressly authorized under this Agreement.

The Partner may not register domain names, social media accounts, company names, product names, campaigns, or materials that incorporate the WASViking name or a confusingly similar or derivative term, or that could otherwise create confusion with WASViking or its brand. This restriction protects the WASViking brand and the customers who rely on it.

9. Representation of the Platform and Authorized Claims

This section governs how the Partner and Partner Personnel may describe the platform and what they may claim about it.

9.1 Attribution of the Platform

The Partner will identify the platform as a product of WASViking LLC in its presentations, proposals, commercial materials, and sales processes. The Partner may not present the platform as its own product or technology, and may not state or suggest that it is the owner, manufacturer, or developer of the platform. The Partner may accurately describe its own services, such as implementation, management, or integration, provided it does not misrepresent the origin of the platform itself.

9.2 Authorized Product Representations

The Partner and Partner Personnel may describe, market, promote, demonstrate, and sell WASViking products and services only on the basis of:

WASViking's then-current official product documentation;
Current sales and marketing materials provided or expressly approved by WASViking;
Pre-Approved Partner Materials; or
Specific statements expressly approved by WASViking through Brand Approval or another written approval process expressly established by WASViking.

9.3 Prohibited Representations

The Partner and Partner Personnel may not make any representation, statement, promise, commitment, warranty, guarantee, certification claim, performance claim, security claim, compliance claim, product comparison, or other claim concerning WASViking that exceeds, contradicts, modifies, or is not reasonably supported by the materials identified in Section 9.2. Without limitation, the Partner and Partner Personnel may not independently represent that:

WASViking provides complete, absolute, or total vulnerability detection, prevention, protection, or security;
WASViking guarantees that a customer will not experience a security incident or compromise;
WASViking guarantees regulatory or standards compliance;
Use of WASViking constitutes, replaces, or satisfies an independent audit, certification, penetration test, or other professional assessment, unless WASViking expressly states so;
WASViking holds a certification, accreditation, authorization, or regulatory status that WASViking has not officially stated it holds;
A future, preview, beta, planned, or roadmap capability is generally available;
WASViking guarantees any service level, performance level, remediation result, business result, or security outcome not contained in the applicable WASViking agreement; or
WASViking replaces, is equivalent to, or is superior to any identified third-party product or service, unless WASViking has expressly approved that comparison.

9.4 Future Functionality

The Partner may not condition a customer purchase, commitment, or commercial representation on the delivery of future functionality, roadmap items, preview features, or planned capabilities, unless WASViking expressly agrees otherwise in writing. Roadmaps, previews, and product plans are informational only and are not contractual commitments.

9.5 Partner-Created Commitments

Any statement, representation, warranty, commitment, discount, service obligation, professional service, support obligation, or other promise made independently by the Partner or Partner Personnel beyond WASViking's approved materials is made solely by the Partner and does not bind WASViking.

10. No White Label or Private Label

The platform is offered exclusively under the WASViking brand. WASViking does not operate white label programs under any circumstances. The Partner may not:

Offer the platform on a white label or private label basis;
Distribute the platform under an OEM arrangement;
Rebrand the platform or remarket it under another brand;
Remove or replace WASViking identification from the platform or its materials;
Redistribute the platform under the visual identity of any third party.

11. Confidentiality

Each party may receive information from the other that is marked as confidential or that a reasonable person would understand to be confidential given its nature ("Confidential Information"). The receiving party will treat that information as confidential, use it only for purposes related to the partner program, and protect it with the same care it uses for its own confidential information. This obligation does not apply to information that is or becomes public without fault of the receiving party, that the receiving party already held without a duty of confidentiality, or that it develops independently.

12. Obligations After Termination or Suspension

When participation is suspended, the authorization granted in Section 7 is suspended for the duration of the suspension. When participation is terminated, that authorization ends definitively. In both cases the Partner will promptly stop using the WASViking name, logos, partner badges, seals, and official commercial materials, and will stop describing itself as an active WASViking partner in any public statement, website, or material. The restrictions in Section 8 that protect the WASViking brand continue to apply.

Suspension or termination of the Partner's participation does not by itself terminate the subscriptions of active end customers. WASViking may continue serving those customers directly, or support their transition to another authorized partner or to a direct relationship with WASViking. The Partner's access to customer environments ends upon suspension or termination, and the Partner will cooperate in good faith with the transition of affected customers. Amounts already owed to WASViking for provisioned subscriptions remain due.

12A. Support

WASViking provides support to the Partner through the partner console and its published support channels. For customers under a resale or managed services model, the Partner provides first-line support to its end customers unless otherwise agreed in writing. Nothing in this section prevents an end customer from contacting WASViking directly regarding its own account, privacy rights, or security reports.

13. Limitation of Liability

To the fullest extent permitted by law, WASViking LLC will not be liable to the Partner for any indirect, incidental, special, consequential, or punitive damages, including lost profits or lost business, arising out of or related to the partner program or this Agreement. To the same extent, WASViking's total aggregate liability arising out of or related to this Agreement will not exceed the amounts paid by the Partner to WASViking under the partner program in the twelve (12) months preceding the event giving rise to the claim. This section applies regardless of the theory of liability and survives termination of the partnership.

13A. Indemnification by the Partner

The Partner will defend, indemnify, and hold harmless WASViking LLC, its affiliates, officers, directors, employees, contractors, and agents from and against any third-party claim, demand, action, investigation, proceeding, liability, judgment, settlement, loss, damage, penalty, fine, or cost, including reasonable legal fees, arising out of or relating to:

The Partner's breach of this Agreement or of the Trust Center documents;
Any act or omission of Partner Personnel relating to the marketing, promotion, demonstration, sale, resale, support, or provision of services involving WASViking;
Any representation, promise, warranty, guarantee, product claim, pricing commitment, discount, service obligation, or other commitment made by the Partner or Partner Personnel to any customer or third party beyond those WASViking has published or approved;
Misleading, deceptive, unlawful, or unauthorized marketing or advertising by the Partner or Partner Personnel;
Unauthorized use, modification, publication, distribution, sublicensing, or misuse of WASViking trademarks, logos, screenshots, videos, documentation, training materials, or other WASViking Materials;
The Partner's own products, services, consulting, managed services, professional services, support, implementation, pricing, or marketing provided independently by the Partner;
Any employment, contractor, compensation, commission, bonus, benefits, payroll, reimbursement, worker classification, tax, labor, immigration, licensing, insurance, or similar claim asserted by or relating to Partner Personnel;
The Partner's failure to compensate or otherwise satisfy obligations owed to Partner Personnel;
The Partner's collection, processing, use, disclosure, transfer, or sharing of personal information in violation of applicable law or of this Agreement;
Scanning, testing, or monitoring performed by or for the Partner without valid authorization, or other unauthorized activity conducted by the Partner or Partner Personnel; or
The Partner's contractual or commercial relationships with its customers, prospective customers, subcontractors, agents, representatives, or Partner Personnel.

For the avoidance of doubt, WASViking has no obligation to pay compensation, commissions, bonuses, fees, employment benefits, reimbursements, taxes, or other amounts owed by the Partner to Partner Personnel.

WASViking will notify the Partner promptly of any claim subject to this section. The Partner will control the defense with counsel reasonably acceptable to WASViking, and WASViking may participate in the defense at its own expense. The Partner will not settle any claim in a way that admits fault on behalf of WASViking or imposes any obligation on WASViking without WASViking's prior written consent.

This section survives expiration or termination of this Agreement to the extent the underlying claim arises from events that occurred during the applicable relationship.

14. Survival

The sections addressing authorized partner status, intellectual property, use of the WASViking brand and materials, representation of the platform and authorized claims, the prohibition on white label and private label arrangements, confidentiality, obligations after termination, authorization to test, data protection, partner personnel and offboarding, indemnification, compliance with laws, and limitation of liability continue in effect after the partnership ends, along with any other provision that by its nature is intended to survive.

15. Governing Law and Jurisdiction

This Agreement is governed by and construed under the laws of the State of Florida, United States, without regard to conflict of law principles. Any legal action related to this Agreement must be brought in the state courts located in Orange County, Florida, or in the United States District Court for the Middle District of Florida, and the parties consent to the jurisdiction of those courts.

15A. Compliance with Laws

The Partner will comply with all laws applicable to its participation in the program, including U.S. export control and sanctions laws and applicable anti-corruption laws. The Partner will not offer or provide anything of value to obtain business in violation of those laws, and will not sell or provision the platform to persons or in jurisdictions restricted under U.S. law.

15B. Assignment

The Partner may not assign or transfer this Agreement or its participation in the partner program, in whole or in part, including by merger, acquisition, or change of control, without WASViking's prior written consent. Any attempted assignment without that consent is void. WASViking may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

16. Updates to this Agreement

WASViking may update this Agreement from time to time. Updates will be posted in the WASViking Trust Center. Material changes may require renewed acceptance through the partner console before continued use of the program; where renewed acceptance is not required, continued participation in the partner program after an update takes effect constitutes acceptance of the revised version.

17. Contact Information

If you have questions about this Agreement, contact us at:
WASViking LLC
Orlando, FL, USA
[email protected]