Important Program Information

These website terms summarize the principal requirements of the STRATUM Referral Program. Participation requires acceptance of the complete STRATUM Referral Partner Agreement. If these website terms conflict with an executed agreement, the executed agreement controls.

Participation is not automatic. STRATUM may approve or reject any application or referral in its discretion, subject to applicable law.

1. Program operator

The STRATUM Referral Program is operated by Cyber Ballistics Inc., doing business as STRATUMvisor and offering the STRATUM platform, referred to in these terms as “STRATUM.”

2. Eligible Referral Partners

The program may be available to approved individuals and legally active business entities in jurisdictions supported by STRATUM.

Referral Partners must:

• Be legally capable of entering a binding agreement.
• Provide accurate identity, business, tax, and payment information.
• Complete any requested verification or compliance review.
• Remain in good standing under the Referral Partner Agreement.
• Comply with applicable laws, employer policies, professional obligations, and customer procurement rules.
• Be legally permitted to receive referral compensation.

STRATUM may exclude individuals, entities, industries, countries, territories, transactions, or payment methods based on legal, regulatory, sanctions, fraud, tax, reputational, or operational considerations.

3. Qualified Referral

A “Qualified Referral” is a prospective commercial customer that:

1. Is submitted through an approved STRATUM referral process.
2. Is submitted before substantive sales engagement between STRATUM and that prospective customer.
3. Is not already a STRATUM customer, active prospect, registered opportunity, partner opportunity, or existing relationship.
4. Includes a genuine introduction to an identifiable and appropriate contact.
5. Is based on a legitimate relationship or credible path of communication.
6. Has not been obtained through deception, unauthorized data collection, spam, bribery, coercion, or another prohibited practice.
7. Is formally accepted by STRATUM in writing.

4. Referral registration period

An accepted referral will generally remain registered to the Referral Partner for 18 months following written acceptance.

The referred customer must enter into an eligible commercial agreement with STRATUM during that period unless STRATUM approves an extension in writing.

Registration does not guarantee that STRATUM will pursue, contract with, or receive revenue from the prospective customer.

5. Referral attribution

The first Referral Partner to submit a complete Qualified Referral that STRATUM formally accepts will generally receive attribution.

STRATUM may consider:

• The date and time of submission.
• The quality and substance of the introduction.
• Whether the prospective customer authorized or expected the contact.
• Existing communications and sales records.
• Prior relationships with STRATUM.
• Whether the Referral Partner materially contributed to the opportunity.

Duplicate, incomplete, speculative, or mass-submitted referrals may be rejected. STRATUM’s contemporaneous customer relationship management, accounting, email, and program records will control unless the Referral Partner demonstrates a material error.

6. Original Referred Customer

Referral rights apply only to the specific legal entity accepted by STRATUM as the “Original Referred Customer.”

Unless separately accepted in writing, referral rights do not automatically extend to:

• Parent companies, subsidiaries, sister companies, or affiliates.
• Franchisees, portfolio companies, or joint ventures.
• Related government departments or agencies.
• Companies later acquired by the Original Referred Customer.
• Companies purchasing through the same reseller, distributor, marketplace, or procurement vehicle.

Each additional legal entity must be separately submitted and accepted before substantive engagement.

7. Referral commission

Subject to all program terms, an approved Referral Partner will be eligible to receive a commission equal to:

No commission is earned merely because:

• A referral is submitted or accepted.
• A meeting, demonstration, evaluation, quote, or proposal occurs.
• A contract is signed or an invoice is issued.
• Revenue is recorded but not collected.
• A customer promises or schedules a future payment.

Commissions arise only from qualifying funds actually received and retained by STRATUM.

8. Net Collected Referral Revenue

“Net Collected Referral Revenue” means eligible commercial revenue actually received and retained by STRATUM from the Original Referred Customer for qualifying STRATUM software licenses, subscriptions, support, or other offerings expressly designated by STRATUM as commissionable.

Unless expressly included in writing, it excludes:

• Sales, use, value-added, withholding, and similar taxes.
• Refunds, credits, rebates, discounts, and promotional allowances.
• Chargebacks, reversals, disputed transactions, and uncollected invoices.
• Hardware and physical equipment.
• Third-party software, licenses, hosting, cloud services, and marketplace charges.
• Distributor, reseller, marketplace, and payment-processing fees or margins.
• Travel, shipping, lodging, reimbursed expenses, and pass-through costs.
• Custom development, professional services, or training not designated as commissionable.
• Insurance proceeds, litigation awards, settlements, penalties, or interest.
• Free, trial, evaluation, community, educational, demonstration, or internal-use licenses.
• Revenue received before the referral was formally accepted.
• Amounts received from any entity other than the Original Referred Customer.
• Amounts against which STRATUM is legally prohibited from paying commissions.

STRATUM’s accounting records, consistently applied, will determine Net Collected Referral Revenue.

9. Six-month validation period

The Original Referred Customer must remain legitimate, active, and in good standing for six months following STRATUM’s receipt of its first eligible customer payment.

During this period, STRATUM may review:

• The identity and legitimacy of the customer.
• The source and validity of customer funds.
• The relationship between the customer and Referral Partner.
• Procurement and conflict-of-interest disclosures.
• Product usage and contract performance.
• Refund, cancellation, dispute, and chargeback risk.
• Fraud, bribery, sanctions, export, and regulatory concerns.
• Whether the referral complied with the program terms.

No referral payment is due before completion of this validation period. Completion of the period does not limit STRATUM’s right to investigate later-discovered misconduct or recover improperly paid commissions.

10. Payment schedule

After completion of the validation period, eligible commissions will generally be calculated quarterly.

Approved amounts will ordinarily be paid within 45 days after the end of the applicable calendar quarter, subject to:

• Receipt and retention of eligible customer funds.
• Completion of all required verification.
• Receipt of valid tax documentation.
• Availability of a supported payment method.
• Any required tax withholding.
• The minimum payment threshold.
• Any investigation, hold, setoff, adjustment, or clawback.

The minimum payout is $250. Smaller balances may be carried forward until the threshold is reached. No interest accrues on pending, withheld, carried-forward, disputed, or delayed amounts.

11. Commercial life of the customer

“The commercial life of the customer” means the period during which the Original Referred Customer remains an independent legal entity and maintains an uninterrupted eligible paying relationship with STRATUM.

Referral eligibility ends when:

• The Original Referred Customer permanently stops purchasing eligible STRATUM offerings.
• Its commercial agreement expires or terminates without renewal.
• It fails to pay amounts due.
• It enters liquidation, dissolution, or bankruptcy that ends the relationship.
• It ceases to exist as an independent legal entity.
• It undergoes an Acquisition Event.
• The referral is disqualified.
• STRATUM undergoes an Acquisition Event.
• Another contractual termination event occurs.

A temporary interruption may be treated as termination unless STRATUM confirms otherwise in writing. A simple legal name change that does not alter ownership, control, or the contracting legal entity will not ordinarily terminate referral eligibility.

12. Customer Acquisition Event

Referral eligibility terminates when the Original Referred Customer is:

• Acquired by another organization.
• Merged or consolidated with another organization.
• Subject to a sale or transfer of controlling ownership.
• Combined into another legal entity.
• Subject to a sale of substantially all assets.
• Reorganized in a manner that changes ultimate beneficial control.
• Replaced by another entity as the contracting customer.

No referral commission accrues from the Original Referred Customer after the closing date of the Acquisition Event. Only commissions that became due and payable before the closing date remain payable, subject to validation, adjustment, withholding, and clawback rights.

13. STRATUM Acquisition Event

The Referral Program and all continuing referral payment rights terminate if Cyber Ballistics Inc., STRATUMvisor, STRATUM, or substantially all relevant business or program assets are acquired, merged, sold, transferred, consolidated, or placed under new controlling ownership.

No referral commissions accrue or vest after the closing date of the STRATUM Acquisition Event.

Only amounts that became fully due and payable before the closing date remain eligible for payment. Pending, unvested, contingent, future, validation-period, or not-yet-due commissions terminate unless the acquiring organization expressly agrees otherwise in writing.

14. Individual Referral Partner death

Referral rights are personal to an individual Referral Partner. All rights to future referral commissions terminate upon the Referral Partner’s death.

Referral rights cannot be inherited or transferred to a spouse, heir, beneficiary, trust, estate, or other person.

Commissions that became fully earned and payable before death may be released to the Referral Partner’s estate through a process approved by STRATUM and upon receipt of satisfactory legal documentation. This limited estate process does not transfer or continue future referral rights.

15. Corporate Referral Partners

A corporate Referral Partner may continue receiving eligible commissions while it:

• Remains legally active.
• Remains in good standing in its jurisdiction of organization.
• Maintains the same legal identity.
• Remains compliant with the Referral Partner Agreement.
• Continues to provide valid tax and payment information.

Future referral rights terminate if the corporate Referral Partner dissolves, liquidates, merges out of existence, loses its legal status, or ceases operations.

Referral rights do not automatically transfer to shareholders, founders, employees, creditors, buyers, successor entities, or related companies.

16. Non-transferability

Referral rights are non-transferable. They may not be:

• Sold, assigned, gifted, delegated, pledged, mortgaged, or securitized.
• Used as collateral.
• Transferred by contract or through the sale of a business.
• Transferred to an affiliate, successor, individual, or other entity.

Any attempted transfer is void and may result in immediate termination. The only exception is the limited approved estate process for amounts already earned and payable before an individual Referral Partner’s death.

17. Program availability and termination

The Referral Program is time-limited. STRATUM may modify, suspend, close, or stop accepting new Referral Partners or new referrals at any time.

Qualified referrals formally accepted before the effective date of a program closure will ordinarily remain eligible under the agreement governing that referral, subject to:

• Customer termination.
• Customer or STRATUM Acquisition Events.
• Fraud or misconduct.
• Legal or regulatory restrictions.
• Disqualification.
• Other provisions of the Referral Partner Agreement.

Joining the program without obtaining an accepted Qualified Referral does not create continuing or lifetime rights.

STRATUM may make reasonable administrative, legal, compliance, tax, and payment-processing changes applicable to existing Referral Partners. Material economic changes will not ordinarily apply retroactively to previously accepted referrals unless required by law or agreed in writing.

18. Conflicts of interest

Referral Partners must disclose any employment, ownership, fiduciary, procurement, advisory, family, or financial relationship with the prospective customer.

A person employed by, advising, or acting for the prospective customer must comply with that organization’s ethics, procurement, conflict-of-interest, outside-employment, gift, compensation, and confidentiality requirements.

STRATUM may require written authorization from the customer’s legal, ethics, compliance, human resources, or executive function before approving or paying a referral commission.

No payment will be made where the payment would create an undisclosed conflict, improper incentive, kickback, breach of duty, procurement violation, or violation of law.

19. Purchasing and decision-making personnel

A Referral Partner who participates in purchasing, vendor selection, procurement, contract approval, budgeting, security approval, or technical decision-making for the Original Referred Customer may receive a commission only when:

1. The relationship is disclosed in advance.
2. The customer provides written approval from an authorized legal, ethics, compliance, or executive representative.
3. The arrangement is lawful.
4. STRATUM approves the arrangement in writing.

STRATUM may reject the referral or require the person to remove themselves from the customer’s decision-making process.

20. Government and public-sector restrictions

Government officials, government employees, elected officials, political candidates, military procurement personnel, employees of state-owned enterprises, and persons acting on their behalf may be prohibited from receiving referral compensation.

No Referral Partner may offer, promise, share, or transfer any portion of a commission to improperly influence a government official, customer employee, procurement officer, purchasing decision, contract award, regulatory action, or person acting in a fiduciary or official capacity.

Public-sector referrals require separate written approval from STRATUM before any compensable activity occurs.

21. Anti-bribery and anti-corruption

Referral Partners must comply with all applicable anti-bribery, anti-kickback, anti-corruption, procurement-integrity, and books-and-records laws.

Referral Partners may not:

• Pay or offer bribes, improper gifts, benefits, or facilitation payments.
• Create false invoices or records.
• Conceal the recipient or purpose of a payment.
• Use another party to perform prohibited conduct.
• Share commissions secretly with customer personnel.
• Influence a decision through personal payments or favors.

STRATUM may require compliance certifications, supporting documentation, customer confirmation, or an independent investigation before payment.

22. Marketing and public communications

Referral Partners may truthfully discuss STRATUM and use approved marketing materials. They may not:

• Claim to be a STRATUM employee or authorized agent.
• Negotiate contracts or pricing for STRATUM.
• Make warranties or binding commitments.
• Promise discounts, technical capabilities, savings, compliance results, security outcomes, or delivery dates without authorization.
• Publish false or misleading claims.
• Create fake reviews, testimonials, accounts, or endorsements.
• Use unauthorized trademarks, logos, advertisements, or domains.
• Impersonate STRATUM or another person.
• Send spam or unlawful marketing communications.
• Misrepresent potential referral earnings.

23. Privacy and authorized introductions

Referral Partners must respect privacy, confidentiality, data-protection, and electronic-marketing laws.

A Referral Partner should make a warm introduction or confirm that the prospective customer reasonably expects STRATUM to contact them.

Referral Partners may not:

• Upload purchased or scraped contact lists.
• Submit personal information without a lawful basis.
• Provide confidential employer or customer information.
• Misuse private contact details.
• Continue contacting a person who has opted out.
• Falsely state that a person requested contact.

STRATUM may request evidence that an introduction was authorized.

24. Investigation and withholding

STRATUM may investigate any application, referral, customer, transaction, or payment before or after a commission is paid.

During an investigation, STRATUM may:

• Delay acceptance or place commissions on hold.
• Request documentation.
• Contact the customer.
• Verify employment and business relationships.
• Review communications relating to the introduction.
• Verify the source of funds.
• Conduct identity, sanctions, fraud, and compliance screening.
• Suspend the Referral Partner.
• Reject or disqualify the referral.
• Terminate participation.

No payment is owed while STRATUM reasonably determines that additional investigation is necessary.

25. Disqualification

A referral or Referral Partner may be disqualified for:

• False, incomplete, or misleading information.
• Fraud or attempted fraud.
• Fabricated or unauthorized referrals.
• Duplicate or mass-submitted company names.
• Self-referrals through controlled entities.
• Circular transactions.
• Secret compensation arrangements.
• Bribery, kickbacks, or procurement manipulation.
• Undisclosed conflicts of interest.
• Spam, impersonation, or unlawful marketing.
• Violation of customer policies.
• Misrepresentation of STRATUM.
• Interference with an existing opportunity.
• Sanctions, export, tax, or regulatory concerns.
• Customer payment fraud.
• Breach of the Referral Partner Agreement.
• Conduct creating material legal, financial, security, or reputational risk for STRATUM.

Disqualification may result in the loss of pending and future commissions.

26. Clawback and setoff

STRATUM may recover or offset commissions calculated or paid in connection with:

• Refunds, credits, chargebacks, or reversed payments.
• Contract rescission.
• Customer or referral fraud.
• Billing or accounting errors.
• Duplicate attribution.
• Misconduct or a later-discovered conflict of interest.
• Violation of law or program terms.
• Revenue later determined not to be eligible.

Recovery may be made by deducting the amount from future commissions, requesting repayment, using available legal remedies, or any combination of these methods.

27. Taxes and payment documentation

Referral Partners are responsible for their own taxes, reporting, registrations, permits, and professional obligations.

Before payment, STRATUM may require:

• Form W-9 or an applicable Form W-8.
• Tax identification numbers.
• Legal identity documents.
• Business registration records.
• Beneficial ownership information.
• Banking and payment-provider verification.
• Invoices where legally required.
• Other tax or compliance documentation.

STRATUM may report payments to taxing authorities and withhold amounts where required by law. Referral Partners are independent participants and are not STRATUM employees merely because they receive a tax form or referral payment.

28. Sanctions and restricted parties

STRATUM will not make a payment or conduct a transaction that it reasonably believes may violate economic sanctions, export controls, anti-money-laundering restrictions, or other applicable law.

Referral Partners and payment recipients may be screened against applicable restricted-party and sanctions lists. A payment may be blocked, rejected, withheld, or reported where required or reasonably appropriate.

29. Independent relationship

A Referral Partner is an independent contractor and not an employee, agent, broker, franchisee, joint venturer, legal representative, exclusive reseller, or authorized negotiator of STRATUM.

A Referral Partner has no authority to bind STRATUM, accept orders, establish prices, sign contracts, make warranties, collect customer funds, or incur obligations on behalf of STRATUM.

Participation does not guarantee minimum work, minimum payments, employee benefits, reimbursement, exclusivity, or continued participation.

30. Confidentiality

Customer pricing, contracts, revenue, product roadmaps, technical materials, security information, and commission statements may contain confidential information.

Referral Partners must not disclose confidential information except as authorized or legally required.

STRATUM may provide commission statements containing only the information it determines is appropriate and permitted under customer confidentiality obligations.

31. Statements and disputes

Referral Partners should review payment statements promptly. Any dispute concerning attribution or payment must be submitted in writing within 90 days after the relevant statement or event.

Failure to dispute the matter during that period may constitute acceptance, except where prohibited by law.

The complete Referral Partner Agreement will establish governing law, venue, dispute procedures, limitations of liability, and other contractual provisions.

32. No guaranteed earnings

Participation does not guarantee that a referral will be accepted, that a customer will purchase STRATUM, that STRATUM will receive payment, or that a Referral Partner will earn any particular amount.

Examples involving large customers or contract values are hypothetical illustrations unless expressly identified otherwise.

Actual results depend on factors including:

• Customer requirements and contract scope.
• Pricing and eligible products.
• Deployment size.
• Payment collection.
• Refunds and credits.
• Customer retention.
• Compliance approval.
• Market conditions.
• Program eligibility.

No workload count, company size, demonstration, proposal, or projected contract value guarantees referral compensation.

33. Direct referrals only

This is a single-level referral program.

Referral Partners receive no compensation for:

• Recruiting other Referral Partners.
• Referrals made by another participant.
• Building a downline.
• Selling program memberships.
• Charging others to participate.
• Creating ranks or tiers.
• Receiving a percentage of another Referral Partner’s commission.

Referral compensation is based solely on eligible revenue received from an Original Referred Customer directly introduced by the approved Referral Partner.

34. Acceptance of terms

Applying to the program, submitting a referral, or accepting a referral payment constitutes agreement to the applicable Referral Partner Agreement, program policies, disclosure requirements, and compliance obligations.

STRATUM may require electronic or written acceptance before recognizing any referral rights.