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Referral Terms and Conditions

  • Last Updated: August 1, 2025

1. Introduction

These Referral Terms and Conditions (the “Agreement”) shall govern your participation in the Referral Program offered by Promethean IT, LTD., a New York state corporation (“Promethean”). By participating in the Referral Program, you (“Referrer”) agree to these Referral Terms and Conditions. If you do not agree to all of the terms and conditions of this Agreement, you may not participate in the Referral Program. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

2. Referral Program

Promethean has developed proprietary services to assess, manage, and deploy IT infrastructure (the “Promethean Services”) and wishes to enhance the marketing and promotion of the Promethean Services by paying for qualified referrals to potential customers of the Promethean Services, subject to these Terms and Conditions (the “Referral Program”). Any description of the Promethean Services by Referrer shall be in accordance with this Agreement and Promethean’s then-current applicable sales information, pricing, terms of use and license agreement.

3. Referrer Referral Fee

In consideration for Referrer’s performance of the services described herein, and subject to the terms and conditions herein, Promethean will award Referrer One Thousand Dollars ($1,000) for any Leads that become a Prospect as defined herein. Referrer is not eligible to earn Referral Fees on Promethean Customer renewals beyond the term of the original contract. Referral Fees will not be paid for Customer payments made for state and local taxes, duties, one-time fees, professional services provided by Promethean or a third party, resale systems, software services powered by a third party, free trials, or proof-of-concept systems.

4. Leads, Prospects, and Customers

  • “Lead” shall mean any entity or person, which Referrer presents to Promethean as a prospective customer of the Promethean Services, in accordance with the instructions and guidelines communicated to Referrer for such purpose.
  • “Prospect” shall mean any eligible Lead that Promethean qualifies for a sales meeting with the goal of contracting with said Prospect to become a new, paying customer of the Promethean Services. Prospect criteria are (1) Timing: Lead must be making a service evaluation in the next 90 days; (2) Contact Fit: Lead’s representative can articulate, influence and explain Lead’s decision-making process; (3) Business Pain: Lead’s representative can identify relevant IT business problem; (4) MDM: Lead has or is willing to explore Promethean’s instance of NinjaRMM/Addigy; (5) Devices/OS: Lead is mainly Apple and/or Windows PC organization; (6) Mail Exchange/MX: Lead has G-Suite/O365 or is willing to explore.
  • “Customer” shall mean any Prospect that becomes a new, paying customer of the Promethean Services.

Previous and existing Promethean customers are excluded as Customers. Leads submitted to Promethean will take place via www.prometheanit.com/customer-referrals with the details of each new Lead including at a minimum the lead company name, web address, primary lead contact name, primary lead contact email address, primary lead contact phone number, or in such other manner as communicated to Referrer for such purpose. Lead acceptance or rejection is at the sole discretion of Promethean. Leads may be rejected for the following reasons, including but not limited to: lead is already a lead, prospect, or customer of Promethean, lead has already been referred, Promethean does not serve lead’s indicated industry, lead is provided by an entity in which Promethean does not intend to engage related to this Agreement.

5. Pre-Existing Leads & Prospect Activity

Leads and Prospects with current activity documented in the Promethean customer relationship management system may be excluded as Customers. Promethean has the right, at its sole discretion, to determine any and all eligibility of future leads and prospects referred through this Agreement.

6. Prospect Acceptance or Rejection

Promethean has the right, in its sole discretion, to enter into or not enter into any agreement with a Prospect. If Promethean declines to enter into an agreement with a Prospect, or if Prospect declines to enter into an agreement with Promethean, Promethean will not be obligated to pay any Referral Fee to Referrer.

7. Pricing

Promethean has the sole right to set prices for the Promethean Services, to set the terms and conditions of the Promethean Services, and to make other adjustments to, and to discontinue offering or selling, the Promethean Services, without liability of any kind to the Referrer.

8. Referrer Obligations

Referrer’s primary responsibility under this Agreement is to introduce, advocate, promote, and endorse the Promethean Services by participating in the Referral Program. Promethean will not be required to pay Referrer for any marketing and/or promotional activities other than as set forth in Section 2.

9. Approval of Advertising

Referrer shall use only advertising and promotional materials supplied or approved in writing by Promethean. Referrer agrees that Promethean is the exclusive owner of all trademarks and trade names relating to the Promethean Services. Referrer may use such trademarks and trade names only for the purpose of advertising and promoting the Promethean Services. Any unauthorized use of Promethean’s trademarks or trade names without explicit prior written approval will be considered a breach of this Agreement, and sufficient cause for termination.

10. Intellectual Property

For the purpose of this Agreement, the term “intellectual property” shall include, but is not limited to, any and all tangible and intangible: (i) rights associated with works of authorship; (ii) trademark and trade name rights; (iii) trade secret rights; (iv) patents, designs, algorithms, and other industrial property rights; (v) all other intellectual and industrial property rights, and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof. Promethean exclusively owns all rights, title, interest, and intellectual property in its software, service, and related products. All modifications, extensions, enhancements, customizations, and derivative works of Promethean’s software, service, and related products made as a result of Promethean’s experience with, feedback from, or feature requests by Referrer are the property of Promethean.

11. Relationship between the Parties

Except in the case of Promethean employees, in performing the obligations of this Agreement, Referrer shall operate independently and shall not act as an employee, agent or joint venturer of Promethean. Referrer shall in no way have the authority to bind or obligate Promethean in any respect. Referrer may not make additional representations and warranties on Promethean’s behalf with respect to the features, prices, rates, terms, and conditions of the Promethean Services. All goodwill generated by marketing the Promethean Services by Referrer will inure exclusively to the benefit of Promethean.

12. Promethean’s Obligations regarding payment for Leads that become Prospects

Referral Fees owed by Promethean to Referrer for Leads that become Prospects shall be paid by check within forty-five (45) days after the end of the calendar quarter in which Promethean determines such successful Lead qualification to Prospect.

13. Promethean’s Obligations regarding payment for Prospects that become Customers

Referral Fees owed by Promethean to Referrer for Prospects that become Customers shall be paid by check within forty-five (45) days after the end of the calendar quarter in which the later of the following occurs: (i) the Customer has completed any applicable acceptance period or similar period, and (ii) six (6) months has elapsed from when Promethean received payment from the Customer. Referral Fees shall only be due to Referrer upon a Customer’s successful conversion to a non-refundable paid account. Referral fees will not be paid for Promethean Customers in arrears.

14. Tax Reporting

For payments above $600, Promethean is required to issue Referrer who is not a Promethean employee an IRS Form 1099-MISC. Referrer must provide the required identification information to Promethean when requested and no payment will be made until it is provided.

15. Term and Termination of this Agreement

Promethean may terminate the Referral Program and this Agreement for convenience at any time. Upon termination of this Agreement, Promethean shall be obligated to pay Referral Fees to Referrer only if the qualification conditions for Leads and Prospects have been met prior to the date of termination.

16. NO WARRANTY. LIMITATION OF LIABILITY.

Except as expressly set forth in the terms of use and subscription agreement for the Promethean Services, Promethean provides the Promethean Services “as is” and with all faults. Promethean hereby disclaims all other remedies, warranties, guarantees, obligations, representations and liabilities, express or implied, with respect to the subject matter of this Agreement and the Promethean Services. Further, Promethean does not warrant that the Promethean Services will be free of bugs, errors, viruses or other defects. Any damages arising out of the subject matter of this Agreement shall not exceed the total referral fees in aggregate earned by Referrer for the past six (6) months prior to the claim giving rise to such damages.

17. DISCLAIMER OF CERTAIN DAMAGES.

In no event will Promethean or its officers, directors, employees, agents, representatives, vendors and contractors be liable for any incidental, indirect, special, aggravated, punitive, consequential or similar damages or liabilities whatsoever (including, but not limited to loss of data, information, revenue, profit or business) arising out of or relating to this Agreement or the use or inability to use the Promethean Services.

18. Confidentiality (not applicable to Promethean employees)

Both Promethean and Referrer will not disclose to a third-party any confidential information regarding Promethean, Referrer, or any customer. Both parties agree that any information provided by one party to the other in connection with this Agreement is confidential. Both parties agree that they will use such confidential information only for purposes specifically contemplated in this Agreement and will treat such confidential information with the same degree of care as it does its own confidential information. This section shall survive the termination of this Agreement.

19. Non-Solicitation (not applicable to Promethean employees)

Referrer agrees that during this Agreement and for one (1) year following the termination of this Agreement for any reason, Referrer will not, for any reason, directly or indirectly, in any way, solicit, induce, influence, refer, divert, or participate in the referral, solicitation or diversion of any Promethean customer to switch to or contract for an IT infrastructure offering substantially similar to the Promethean Services. This section shall survive the termination of this Agreement.

20. No Right to Service (applicable only to Promethean employees and 1099 contractors)

REFERRER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE SUBJECT MATTER CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR SERVICE PROVIDER FOR ANY PERIOD AT ALL.

21. Indemnification

Referrer agrees to indemnify, defend, and hold harmless Promethean and its affiliates, representatives, agents, customers, Referrals, successors, officers, directors, and employees from and against any and all third party claims, actions, causes of action, demands, costs, liabilities, expenses, and damages (including reasonable attorneys’ fees and expenses) arising out of or in connection with: (i) Referrer’s breach of any provision of this Agreement; (ii) any reckless or willful act or omission by or on behalf of Referrer in connection with this Agreement.

22. Compliance with all Laws

Referrer shall perform its obligations described herein in compliance with all applicable laws, rules, and regulations.

23. Force Majeure

Promethean will not be liable for delay or failure to send referral payments if the delay or failure is caused by circumstances that are not reasonably within Promethean’s control.

24. Governing Law & Jurisdiction

This Agreement shall be governed by and construed under the laws of the State of New York without regard to any conflict of law principles to the contrary. The parties irrevocably submit to the jurisdiction of the state and federal courts located in New York County, New York with respect to any proceeding under this Agreement.

25. Attorney Fees

In any formal action or proceeding to enforce rights under this Agreement, Promethean will be entitled to recover costs and reasonable attorney(s’) fees.

26. Amendment

Promethean reserves the right to modify any of the terms and conditions contained in this Agreement, at any time and at Promethean’s sole discretion, by posting a change notice or a new agreement on the Promethean website. If any modification is unacceptable to Referrer, Referrer’s only recourse is to terminate participation in the Referral Program. Referrer’s continued participation will constitute binding acceptance of the change.

27. Severability

If any provision of this Agreement is held to be invalid, illegal, void, or unenforceable, the remainder of this Agreement will remain in full force and effect and shall control.

28. Notices

Unless specifically addressed under a provision of this agreement, any legal notice required or permitted to be sent under this Agreement shall be delivered by email. Emails to Promethean should be sent to [email protected]. Emails to Referrer shall be sent to the email identified in the Referrer’s contact information provided to Promethean.

29. Survival

Any terms of this Agreement which by their nature extend beyond the day this Agreement ends remain in effect until fulfilled and apply to respective successors and assignees. Except as provided for in a related agreement, upon termination or expiration of this Agreement, all rights and licenses granted to each party hereunder shall cease. Referrer may not transfer its rights under this agreement to another party without written consent from Promethean.

Dark Web Scan Terms and Conditions

1. Public Report – Important Legal Notice (Read Before Use)

This Dark Web Exposure Report (“Report”) is generated automatically by Promethean IT, LTD, a New York State corporation (“PRMT,” “we,” “us”), using third-party and open sources. The Report may be incomplete, outdated, contain errors, or include information that is misattributed to the domain searched. The presence of information associated with a domain does not prove that the domain owner, any organization, or any person has been compromised, acted wrongfully, or experienced a current security incident.

This Report is provided for informational and defensive security purposes only and is not a security audit, penetration test, incident response service, breach notification, legal opinion, compliance determination, or a guarantee of security. Do not rely on this Report as the sole basis for decisions, and do not use it to target, harass, investigate individuals, or attempt unauthorized access.

Public availability & indexing. This Report is provided on a public website and may be accessible to anyone. It may be indexed, cached, archived, screen-captured, or copied by third parties beyond PRMT’s control.

By accessing or using this Report, you agree to the Dark Web Exposure Report Terms applicable to PRMT’s dark web monitoring pages and subpages (the “Site”).

2. How to Interpret This Report

  • The Report surfaces signals that may indicate exposure of credentials, identifiers, or domain-associated artifacts in third-party datasets (including, without limitation, breach corpuses, malware logs, paste sites, and other sources).

  • Results may reflect historical events and may include false positives, duplicates, synthetic/test data, “look-alike” domains, recycled addresses, forwarding aliases, data entry errors, or data unrelated to the current domain operator.

  • “Exposure” does not necessarily mean an active compromise or current vulnerability, and absence of findings does not mean no exposure exists.

  • The Report is not an attribution statement and should not be interpreted as alleging fault, negligence, or wrongdoing by any organization or individual.

3. Submission Form Language

Authorization & Proper Use Certification

I certify and agree that:

  1. I control the email address I provided and am authorized to request cybersecurity exposure information for the domain derived from that email address (the portion after “@”) (the “Domain”), either as (i) the Domain owner/operator, (ii) an employee/contractor acting within the scope of my duties, or (iii) an agent with written permission;

  2. I will use the Report solely for lawful, defensive security and risk-management purposes relating to the Domain;

  3. I will not use the Report to target, harass, stalk, defame, phish, spam, extort, or attempt unauthorized access to systems, accounts, or data;

  4. I understand and accept that the Report may be publicly accessible and may be indexed/cached/archived by third parties beyond PRMT’s control; and

  5. I have read and agree to the Dark Web Exposure Report Terms and acknowledge PRMT’s disclaimers and limitations of liability.

Email Delivery Consent

I request and consent to receive the Report and related service communications at the email address provided. I understand the message is service-related/transactional and may contain security information.

The Report will be generated only for the Domain derived from the email address provided, as determined by PRMT’s normalization and validation logic. PRMT may refuse, restrict, or suppress outputs in its discretion to mitigate abuse or risk.

4. Dark Web Exposure Report Terms

Effective: January 1, 2026

These Dark Web Exposure Report Terms (“Terms”) govern access to and use of the dark web exposure reporting features made available by Promethean IT, LTD, a New York State corporation (“PRMT,” “we,” “us”), on PRMT’s dark web monitoring pages and subpages (the “Site”). By searching a domain, requesting a Report, accessing a Report, or receiving a Report by email, you (“you,” “Requester”) agree to these Terms.

1. Definitions

  • “Report” means any output, score, summary, finding, alert, visual, or display generated by the Site in connection with a Domain search or request.

  • “Domain” means the internet domain derived from the email address submitted (generally, the portion after “@”), as determined by PRMT in its discretion, including normalization (e.g., handling of subdomains, internationalized domain names, aliases, and domain equivalents).

  • “Service” means the Site features that generate, display, or email Reports.

2. Eligibility; Authority to Request

You represent and warrant that you: (a) are at least the age of majority in your jurisdiction; and (b) are authorized to request and use the Service with respect to the Domain (e.g., you own/control the Domain, are acting within the scope of your employment/engagement, or have express permission from the Domain owner/operator).

No obligation to verify. PRMT may use technical measures to reduce unauthorized requests (including Domain-based email delivery), but PRMT does not guarantee that any Requester is authorized. You acknowledge that identity and authority verification may be limited and that PRMT is not responsible for misrepresentations by Requesters.

3. Public Nature of Reports; No Confidentiality

Reports are made available on a public website. You acknowledge and agree that:

  • Reports may be indexed by search engines and stored via caching, archiving, or mirroring services;

  • Copies may persist even if PRMT later updates, suppresses, or removes a Report; and

  • You will not treat Reports as confidential and you assume all risk of public exposure, republication, and downstream dissemination.

4. Permitted Use

Subject to these Terms, you may use the Service and Reports only for lawful, defensive security, risk management, and internal assessment purposes relating to the Domain.

5. Prohibited Use

You agree not to, and not to permit any third party to:

(a) use the Service or Reports to compromise, attempt to compromise, or gain unauthorized access to any system, account, or data;

(b) use the Service or Reports for phishing, credential stuffing, doxxing, harassment, extortion, fraud, spamming, social engineering, or any unlawful purpose;

(c) use the Service or Reports to investigate, evaluate, or make determinations about individuals (including employment, housing, credit, insurance, eligibility, or similar decisions), or otherwise use Reports as a “consumer report” or similar regulated report;

(d) scrape, crawl, bulk download, or systematically extract data from the Service (including via bots, automation, or any non-public interface), except as expressly permitted in writing by PRMT;

(e) reverse engineer, bypass, or interfere with Service security, rate limits, access controls, or anti-abuse measures;

(f) misrepresent your identity, authorization, or affiliation with any Domain;

(g) introduce malware or malicious code, or use the Service to distribute or facilitate malicious activity; or

(h) use the Service in a manner that could reasonably be expected to create liability, reputational injury, or harm to PRMT or others.

PRMT may investigate suspected violations and may suspend, block, limit, suppress, remove, or refuse Service access at any time.

6. Nature of the Data; No Statement of Fact; No Endorsement

The Service aggregates, analyzes, and summarizes information from third-party and open sources. Reports are indicators and signals, not verified facts. PRMT does not independently verify the completeness, accuracy, timeliness, source provenance, legality of upstream collection, or attribution of underlying data.

No implication of wrongdoing. Reports do not allege, and must not be interpreted as alleging, wrongdoing, negligence, breach, or fault by any Domain owner/operator, employee, contractor, or user. Any labels, severity indicators, or summaries are for informational triage only.

7. No Security Audit; No Incident Response; No Duty to Update

The Service is not a penetration test, vulnerability assessment, audit, certification, compliance determination, managed detection and response (MDR), or incident response service. PRMT does not guarantee that:

  • the Service will identify all exposures, threats, incidents, compromised credentials, or affected individuals;

  • any finding reflects a current risk; or

  • the Service will continuously monitor or update any Report.

PRMT may change the Service, sources, scoring, display logic, or reporting format at any time without notice.

8. Your Responsibilities

You are solely responsible for:

(a) determining whether you are authorized to request and use a Report for a Domain;

(b) verifying results through your own security processes and qualified advisors;

(c) using the information lawfully and responsibly; and

(d) complying with all applicable laws and policies (including privacy, cybersecurity, employment, and communications laws) relating to your access and use of Reports.

9. Email Delivery; Consent; Misdelivery and Compromised Mailbox Risk

By submitting an email address, you request that PRMT send the Report and related service communications to that address. You acknowledge that:

  • PRMT cannot guarantee deliverability or confidentiality of email in transit or at rest outside PRMT’s systems;

  • email may be forwarded, archived, accessed by administrators, or viewed by unintended recipients; and

  • if the mailbox is compromised or shared, a Report may be accessed by unauthorized parties.

PRMT is not responsible for unauthorized access to emails outside PRMT’s control.

10. Privacy; Personal Data; Redaction; Sensitive Information Handling

Reports may reference datasets that include identifiers (including email addresses) associated with a Domain. PRMT may redact, mask, hash, summarize, aggregate, or otherwise transform data to reduce sensitivity, and may change presentation at any time in its discretion.

You agree not to publish, share, reidentify, or misuse sensitive data obtained from the Service, and to handle any personal data in compliance with applicable law.

Your use of the Service is also governed by PRMT’s Privacy Notice.

11. Takedown / Dispute / Correction Process

If you believe a Report is inaccurate, unlawfully published, defamatory, infringes rights, or was requested without authorization, you may contact PRMT at [email protected] with: (i) the Domain, (ii) the specific Report URL or identifying details, (iii) the basis for your request, and (iv) evidence of authority to act for the Domain (which may include DNS-based verification or other reasonable proof requested by PRMT).

PRMT may, but is not obligated to, correct, suppress, or remove Reports, and may require verification before acting. PRMT may retain records necessary for security, audit, or legal compliance.

12. Intellectual Property; License

The Service and its underlying software, design, compilation, and presentation are owned by PRMT and its licensors and are protected by applicable laws. Subject to these Terms, PRMT grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for the permitted purposes. No other rights are granted.

13. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND REPORTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) PRMT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR THIRD-PARTY CLAIMS, ARISING OUT OF OR RELATED TO THE SERVICE OR REPORTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; and

(b) PRMT’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICE OR REPORTS WILL NOT EXCEED THE GREATER OF US$100 OR THE AMOUNT YOU PAID TO PRMT FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM (IF ANY).

Some jurisdictions do not allow certain limitations; in those jurisdictions, liability is limited to the minimum extent permitted by law.

15. Indemnification

You agree to defend, indemnify, and hold harmless PRMT and its officers, directors, employees, contractors, agents, and affiliates from and against any claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your submission of a request for a Domain; (b) your access to or use of any Report; (c) your violation of these Terms; (d) your violation of any law or the rights of any third party; or (e) any allegation that your request or use was unauthorized, deceptive, abusive, defamatory, or otherwise improper.

16. Suspension; Termination; Removal

PRMT may suspend, restrict, or terminate access to the Service and may remove, suppress, modify, or reissue any Report at any time, with or without notice, including to prevent abuse, comply with law, mitigate risk, correct errors, or improve the Service.

17. Changes

PRMT may update these Terms at any time by posting an updated version on the Site. Continued use after the effective date of updated Terms constitutes acceptance.

18. Governing Law; Dispute Resolution; Venue

These Terms are governed by the laws of the State of New York, excluding conflict of laws principles. Any dispute arising out of or relating to the Service, Reports, or these Terms must be brought exclusively in the state or federal courts located in New York County, New York, and you consent to personal jurisdiction and venue there.

19. Contact

Questions or notices: [email protected]

Mailing address: Promethean IT, LTD, 426 West Broadway, 6D, New York, NY 10012

5. Dispute or Request Suppression of a Domain Report

If you are the owner/operator (or an authorized agent) of a domain and you believe a Report is inaccurate, unlawfully published, or was requested without authorization, you may submit a dispute or suppression request to [email protected].

Please include:

  1. Domain name

  2. The Report URL or identifying details (e.g., screenshot + timestamp)

  3. Your role and proof of authority (PRMT may request DNS TXT verification, an email from an administrative mailbox at the domain, or other reasonable evidence)

  4. The specific correction/suppression requested and the basis for the request

PRMT may request additional verification before acting. PRMT may retain limited records for security, audit, abuse prevention, and legal compliance.