Mitari

Mitari develops verification infrastructure for Data, ML, AI, and engineering teams to catch silent failures in data and machine learning code before they affect analyses, models, or production systems.

MITARI PARTNER PROGRAM TERMS

This Partner Program Agreement (“Agreement”) is entered into as of the date a partner signs up for, is approved for, or otherwise participates in the Mitari Partner Program through Partnero or another approved referral platform (the “Effective Date”), by and between Mitari, Inc., a Delaware corporation (“Company” or “Mitari”), and the participating partner, affiliate, or referrer (“Partner”).

1. Purpose

The purpose of this Agreement is to define the terms under which Partner may introduce prospective customers to Mitari and earn referral compensation for qualifying accounts.

2. Definitions

2.1 “Referred Customer”

A “Referred Customer” means a prospective customer introduced or referred by Partner that:

* Has not previously been a Mitari customer;

* Is not already in Mitari’s active pipeline, existing customer base, known prospect list, or prior sales conversations;

* Is tracked through an approved referral link, coupon code, Partnero attribution mechanism, or written account registration accepted by Mitari; and

* Is accepted by Mitari as a valid referral.

2.2 “Qualified Account”

A “Qualified Account” means a Referred Customer that:

* Enters into a paid agreement with Mitari;

* Begins paid usage of Mitari’s services; and

* From whom Mitari receives and retains payment.

2.3 “Realized Revenue”

“Realized Revenue” means actual cash revenue received and retained by Mitari from a Qualified Account for usage of Mitari’s services, including subscription fees, usage fees, license fees, enterprise fees, or prepaid credits, net of:

* Refunds;

* Credits;

* Chargebacks;

* Discounts;

* Write-offs;

* Taxes;

* Payment-processing fees;

* Fraudulent transactions;

* Unpaid invoices; and

* Any amounts not actually collected and retained by Mitari.

3. Referral Compensation

3.1 Commission Structure

Partner may be eligible to receive commissions according to the commission structure displayed in the Mitari Partnero program at the time the qualifying referral is tracked or otherwise accepted by Mitari, unless otherwise agreed in writing.

Mitari may offer different commission rates, commission durations, attribution rules, or program terms to different partner types, campaigns, partner groups, or individual partners.

3.2 Revenue Basis

Commissions are payable only on Realized Revenue from Qualified Accounts.

No commission is owed for:

* Free trials;

* Free credits;

* Promotional usage;

* Test accounts;

* Self-referrals;

* Fraudulent or invalid activity;

* Contracted but unused amounts;

* Unpaid invoices;

* Existing customers;

* Existing pipeline accounts; or

* Referrals that Mitari does not accept as valid.

3.3 Payouts

Payouts are subject to:

* Mitari’s review and approval;

* Partnero’s configured payout settings;

* Any minimum payout threshold;

* Any applicable hold period;

* Partner’s submission of accurate payment information;

* Partner’s submission of any required tax documentation; and

* Partner’s continued compliance with this Agreement.

Mitari may withhold, reverse, cancel, or offset commissions for refunds, credits, chargebacks, billing errors, attribution errors, fraud, policy violations, invalid referrals, self-referrals, or any activity that violates this Agreement.

3.4 Changes to Commission Terms

Mitari may update commission rates, attribution rules, payout rules, eligibility requirements, or program requirements from time to time. Unless otherwise stated, changes apply prospectively and do not reduce already-approved commissions for valid referrals.

4. Referral Approval and Attribution

4.1 Approval Required

All referrals are subject to Mitari’s approval. Mitari may accept or reject any referral at its sole discretion.

A referral must be tracked through an approved referral link, Partnero attribution mechanism, coupon code, or written account registration accepted by Mitari before the Referred Customer becomes a Qualified Account.

4.2 Attribution Window

Unless otherwise stated in the Partnero program settings or agreed in writing, a referral is valid only if the Referred Customer becomes a Qualified Account within 180 days after the referral is first tracked or accepted by Mitari.

4.3 Multiple Referrers

If multiple partners claim attribution for the same customer, Mitari has sole discretion to determine whether any referral is valid and which partner, if any, receives attribution.

4.4 Existing Pipeline Exclusion

No commission is owed for a customer that Mitari determines was already an existing customer, active opportunity, known prospect, prior sales conversation, or otherwise already engaged with Mitari before the referral.

5. Marketing Rules

Partner must represent Mitari accurately and may not make false, misleading, exaggerated, or unsupported claims.

Partner may not state or imply that:

* Mitari catches every bug;

* Mitari guarantees bug-free code;

* Mitari guarantees detection of all data leakage, evaluation flaws, or feature-logic issues;

* Mitari replaces human code review;

* Any customer has endorsed Mitari unless approved in writing;

* Mitari has passed any specific security, legal, procurement, compliance, or enterprise review unless approved in writing; or

* Mitari offers pricing, discounts, terms, or guarantees not approved by Mitari.

Partner may not use Mitari customer names, customer logos, quotes, case studies, screenshots, security information, pricing details, roadmap details, or confidential information without Mitari’s prior written approval.

Partner may not offer discounts, make pricing promises, negotiate contracts, or make commitments on Mitari’s behalf.

6. Prohibited Promotion

Partner may not:

* Engage in spam, unlawful outreach, deceptive marketing, or misleading advertising;

* Send commercial email in violation of applicable anti-spam laws;

* Bid on Mitari-branded keywords, misspellings, or confusingly similar terms without written approval;

* Register domains, social handles, ads, or pages that imply ownership of the Mitari brand;

* Use cookie stuffing, forced clicks, fake accounts, bots, or other fraudulent attribution methods;

* Create fake referrals, self-referrals, or referrals from accounts Partner controls;

* Run paid advertisements using Mitari’s brand without written approval;

* Publish comparison pages, review pages, or mass email campaigns using Mitari’s brand without written approval;

* Impersonate Mitari or represent themselves as a Mitari employee, agent, or exclusive representative;

* Use sub-affiliates, networks, or downstream promoters without Mitari’s written approval; or

* Promote Mitari in any way that harms Mitari’s reputation, brand, customers, prospects, or business relationships.

7. Disclosure and Legal Compliance

Partner must comply with all applicable laws, rules, regulations, and platform policies, including advertising, privacy, anti-spam, anti-bribery, and endorsement-disclosure requirements.

Partner must clearly disclose any material connection to Mitari, including the possibility of earning a commission, wherever required by law or platform policy.

Partner may not offer or pay referral compensation to employees, contractors, government officials, customer representatives, or other persons where doing so would violate law, policy, contract, ethical rules, or the prospective customer’s internal policies.

8. Non-Circumvention and Non-Interference

Partner agrees not to use Mitari’s confidential information, referral process, customer discussions, or program participation to interfere with Mitari’s relationship with any Referred Customer, Qualified Account, customer, prospect, or partner.

Partner may not attempt to circumvent Mitari in connection with any Referred Customer or use Mitari’s confidential information to displace Mitari with a competing service.

Violation of this section may result in immediate termination, forfeiture of unpaid commissions related to the affected account, and any other remedies available to Mitari.

9. Independent Contractor

Partner is an independent contractor and is not:

* An employee;

* A legal partner;

* A joint venturer;

* An agent; or

* A representative of Mitari.

Partner has no authority to bind Mitari or make commitments on Mitari’s behalf. Partner is free to perform services for other businesses and is not required to devote any minimum amount of time to Mitari.

10. Tax Responsibility

Partner acknowledges that all compensation received under this Agreement constitutes independent contractor income.

Partner is solely responsible for:

* Federal, state, local, and international taxes;

* Income taxes;

* Self-employment taxes;

* Any applicable withholding obligations;

* Any required filings or payments; and

* Maintaining accurate tax and payment information.

Mitari will not withhold taxes on Partner’s behalf unless required by law. Mitari may issue applicable tax forms, including IRS Form 1099-NEC or other applicable documentation. Partner agrees to provide any necessary tax documentation upon request.

11. Confidentiality

Partner agrees to keep confidential all non-public information regarding Mitari, including:

* Pricing;

* Product roadmap;

* Customer information;

* Prospect information;

* Sales information;

* Technical details;

* Security information;

* Business strategy; and

* Any other information that Mitari identifies as confidential or that reasonably should be understood as confidential.

12. Intellectual Property and Brand Use

Mitari grants Partner a limited, revocable, non-exclusive, non-transferable right to use approved Mitari marketing materials solely to promote Mitari in accordance with this Agreement.

Partner may not modify Mitari logos, brand assets, screenshots, marketing copy, or product descriptions without written approval.

Mitari may revoke Partner’s permission to use Mitari branding at any time.

13. Term and Termination

13.1 Term

This Agreement begins on the Effective Date and continues until terminated.

13.2 Termination for Convenience

Either party may terminate this Agreement at any time with written notice.

13.3 Termination for Cause

Mitari may immediately suspend or terminate Partner’s participation in the program for:

* Breach of this Agreement;

* Misconduct;

* Misrepresentation;

* Fraud;

* Misleading promotion;

* Unauthorized claims;

* Brand misuse;

* Violation of applicable laws;

* Violation of platform policies; or

* Activity that Mitari determines may harm its business, customers, prospects, brand, or reputation.

13.4 Effect of Termination

After termination, no new referrals will be accepted.

Previously earned commissions may remain payable only if:

* The referral was valid;

* The customer remains a Qualified Account;

* Mitari has received and retained payment;

* The commission has not been reversed, withheld, offset, or canceled under this Agreement; and

* Partner has complied with this Agreement.

If Partner is terminated for cause, fraud, misconduct, misleading promotion, or violation of this Agreement, Mitari may withhold, cancel, or forfeit unpaid commissions to the maximum extent permitted by law.

14. Company Shutdown or Discontinuation of Program

Mitari may modify, suspend, or discontinue the Partner Program at any time.

If Mitari ceases operations, winds down its business, files for bankruptcy or insolvency, discontinues the applicable product or service, or is otherwise unable to continue operations, Mitari will have no obligation to generate or collect future revenue and no obligation to pay commissions on revenue not actually received and retained by Mitari.

To the maximum extent permitted by law, neither Mitari nor its founders, officers, employees, contractors, investors, or affiliates shall have personal liability to Partner for unpaid, future, expected, or projected commissions.

Partner acknowledges that:

* Commissions are contingent on Mitari’s continued operation;

* Commissions are contingent on actual revenue received and retained by Mitari;

* There is no guarantee of future payments; and

* There is no guarantee that the Partner Program will continue.

15. No Guarantee of Revenue

Mitari makes no guarantees regarding:

* Customer conversion;

* Revenue levels;

* Usage volume;

* Customer retention;

* Continued customer engagement;

* Commission amounts; or

* Continued availability of the Partner Program.

16. Audit and Records

Mitari’s internal records regarding referrals, attribution, revenue, commissions, and payments shall be final and binding absent manifest error.

Partnero records may be used for tracking and reporting, but Mitari retains final discretion over referral validity, attribution, commission eligibility, and payout approval.

17. Limitation of Liability

To the maximum extent permitted by law:

* Mitari’s total liability under this Agreement shall not exceed the commissions actually paid to Partner during the six months before the event giving rise to the claim;

* Mitari shall not be liable for indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages; and

* Mitari’s founders, officers, employees, contractors, investors, and affiliates shall have no personal liability under this Agreement.

18. Indemnification

Partner agrees to indemnify, defend, and hold harmless Mitari, its founders, officers, employees, contractors, investors, and affiliates from and against any claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from or related to:

* Partner’s promotion of Mitari;

* Partner’s breach of this Agreement;

* Partner’s violation of law;

* Partner’s violation of platform policies;

* Partner’s misuse of Mitari’s brand;

* Partner’s unauthorized claims or representations;

* Partner’s spam, deceptive marketing, or unlawful outreach; or

* Partner’s relationship with any referred prospect or customer.

19. Changes to Terms

Mitari may update this Agreement, commission terms, attribution rules, payout rules, eligibility requirements, marketing rules, or program requirements from time to time.

Continued participation in the Partner Program after changes are posted or communicated constitutes acceptance of the updated terms.

20. Governing Law

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

21. Entire Agreement

This Agreement constitutes the entire agreement between Mitari and Partner regarding the Partner Program and supersedes all prior or contemporaneous discussions, understandings, or agreements regarding the subject matter of this Agreement.

Any separate written agreement signed by Mitari and Partner will control to the extent it expressly conflicts with this Agreement.