Partner purchases prepaid license codes from Quantum-Tools at wholesale rates and resells access to the Quantum-Tools service to Partner's own clients ("End Clients") at prices Partner sets independently. Partner is an independent reseller — not an agent, employee, joint venturer, franchisee, or legal representative of Quantum-Tools or CyOps LLC — and has no authority to bind them, accept payment on their behalf beyond the resale of codes, or modify the service's terms for End Clients.
Each license code activates one (1) paid Quantum-Tools subscription for one (1) End Client domain for twelve (12) months from redemption. Codes are prepaid and non-refundable once delivered, except where the code is defective (fails to redeem through no fault of Partner or the End Client), in which case Quantum-Tools will replace it. Codes expire if unredeemed per the terms displayed at purchase. Partner is responsible for safeguarding code/PIN pairs; Quantum-Tools cannot recover lost PINs and is not liable for codes redeemed by unintended parties due to Partner's handling. Codes may not be resold through public marketplaces, auction sites, or coupon aggregators without prior written consent.
Wholesale prices and volume tiers are those displayed in the partner portal at the time of purchase. Payment is due in full at checkout via the payment methods offered in the portal. Quantum-Tools may change wholesale pricing prospectively at any time; changes never affect codes already purchased. Partner sets its own resale prices and is solely responsible for its own invoicing, collection, and any taxes, duties, or fees arising from its resale activity. Amounts payable to Quantum-Tools are exclusive of taxes, which Partner bears where applicable (excluding taxes on Quantum-Tools' net income).
After the initial 12-month term, renewal billing (if any) occurs directly between the End Client and Quantum-Tools. Partner has no claim to renewal revenue unless separately agreed in writing.
Partner shall accurately represent the service: an automated, advisory external security assessment aligned to NIST CSF 2.0. Partner shall NOT represent the service as a formal audit, certification, penetration test, insurance, or compliance attestation, and shall not make guarantees of security outcomes, breach prevention, or regulatory compliance on Quantum-Tools' behalf. Partner shall not make claims about the service beyond Quantum-Tools' published materials.
Quantum-Tools grants Partner a limited, non-exclusive, non-transferable, revocable license to use the Quantum-Tools name, logo, and the marketing materials provided in the partner portal, solely to market the service to prospective End Clients and in the form provided. Partner shall not alter the marks, register confusingly similar names or domains, or use the marks in a way that implies endorsement of Partner's other offerings. All goodwill from use of the marks inures to CyOps LLC. This license ends when this agreement ends.
Demo accounts are provided for prospect evaluation only, contain simulated data, and may be limited, revoked, or expired at any time. Partner shall not present demo data as a real assessment of any organization, shall not use demo accounts for production purposes, and shall only mint demo invitations for genuine prospective End Clients.
End Clients' scan data belongs to the End Client and is processed by Quantum-Tools per the Quantum-Tools Privacy Policy. Partner receives redemption status for codes it purchased but not End Client scan contents. Each party shall comply with applicable data protection laws in its role. Partner shall not scan, or cause the scanning of, any domain it or the End Client does not own or have authority over, and shall obtain any consents required from End Clients before providing their contact details to Quantum-Tools (e.g., for demo invitations).
Partner shall conduct its marketing and resale activity in compliance with applicable law, including anti-spam laws (e.g., CAN-SPAM and equivalents), consumer-protection laws, and export/sanctions restrictions. Partner shall not market the service through unsolicited bulk email, robocalls, or deceptive practices. Neither party shall offer or accept improper payments in connection with this agreement.
Non-public information disclosed by either party in connection with this agreement — including wholesale pricing, partner-portal materials not published publicly, and business plans — is confidential. The receiving party shall protect it with reasonable care, use it only for purposes of this agreement, and not disclose it to third parties except to advisors bound by confidentiality or as required by law. This obligation survives termination for three (3) years.
This agreement runs until terminated. Either party may terminate at any time with written notice (email suffices). Quantum-Tools may suspend or terminate Partner immediately for misrepresentation of the service, code-handling abuse, marketing-law violations, non-payment, or material breach. Upon termination: (a) unredeemed codes already purchased remain redeemable for their stated validity period, and codes already sold to End Clients remain valid for their term; (b) Partner ceases use of the marks and materials; (c) portal access ends except read-only access to Partner's own purchase and redemption records for ninety (90) days. Sections 8, 10, 12, 13, 14, and 15 survive termination.
The service is provided "as is" and "as available." Quantum-Tools disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, and does not warrant that the service is error-free or uninterrupted, or that it will identify every security issue affecting a scanned domain. Security assessment is inherently point-in-time and advisory.
Partner shall defend and indemnify CyOps LLC against third-party claims arising from: (a) Partner's misrepresentation of the service; (b) Partner's marketing practices, including anti-spam violations; (c) Partner's resale terms or pricing with its End Clients; or (d) Partner's breach of this agreement. Quantum-Tools shall defend and indemnify Partner against third-party claims that the service, as provided by Quantum-Tools and used as intended, infringes a third party's intellectual-property rights. The indemnified party must promptly notify the indemnifying party and reasonably cooperate; the indemnifying party controls the defense.
To the maximum extent permitted by law, neither party is liable for indirect, incidental, consequential, special, or punitive damages, or lost profits, revenue, data, or goodwill. CyOps LLC's aggregate liability to Partner under this agreement is limited to the amounts Partner paid to Quantum-Tools in the twelve (12) months preceding the claim. These limits do not apply to Partner's payment obligations, either party's indemnification obligations, or liability that cannot be limited by law.
This agreement is governed by the laws of the State in which CyOps LLC is registered, without regard to conflicts-of-law rules; the parties will first attempt in good faith to resolve disputes informally within thirty (30) days of written notice before filing suit. Partner may not assign this agreement without consent, except to a successor in a merger or sale of substantially all assets; Quantum-Tools may assign to an affiliate or successor. Notices go to the email addresses on file. If a provision is unenforceable, the remainder stands. A failure to enforce is not a waiver. This agreement plus the portal's published pricing and policies are the entire agreement regarding reselling and supersede prior discussions. Quantum-Tools may update these terms; material updates take effect upon Partner's re-acceptance, which will be requested in the partner portal.
Current version: 2026-07-v2. Approved partners accept this agreement inside the partner portal.