EULA
Created May, 31, 2026
Spectrum Subscription End User License Agreement
Strategic Command Centers, LLC
Version: 1.1
Effective Date: Upon submission of order and payment
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PLEASE READ THIS AGREEMENT CAREFULLY BEFORE COMPLETING YOUR PURCHASE. BY CHECKING THE ACCEPTANCE BOX AND SUBMITTING PAYMENT, YOU AGREE TO BE BOUND BY ALL TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT COMPLETE YOUR PURCHASE.
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## 1. Definitions
1.1 "Agreement" means this End User License Agreement, including any incorporated schedules or addenda.
1.2 "SCC" means Strategic Command Centers, LLC, a New Jersey limited liability company.
1.3 "Subscriber" means the individual or entity identified in the order form who has purchased a Spectrum subscription.
1.4 "Almanac" means the Spectrum Security Almanacs product(s) identified in Subscriber's order, including all standards, front matter documents, compliance appendices, state annexes, companion materials, and any updates or revisions SCC makes available during the Subscription Term. "Companion materials" includes the Spectrum Success Kit and any other consultant onboarding, reference, or supplementary materials SCC distributes to Subscribers in connection with the Almanac, whether at the time of purchase or thereafter.
1.5 "State Module" means the state-specific regulatory annex corresponding to a particular state, purchased as an add-on to the base Almanac.
1.6 "Covered Practice" means the consulting practice operated by the Subscriber in which the Subscriber provides professional security consulting services directly to clients as the principal consultant or employer of record.
1.7 "Consulting Engagement" means a contracted professional services relationship between the Subscriber and a Client in which the Subscriber provides security consulting services.
1.8 "Client" means an end-user organization to which Subscriber delivers consulting services using the Almanac as part of a Consulting Engagement.
1.9 "Subscription Term" means the one-year period beginning on the date of purchase, and each successive one-year renewal period thereafter.
1.10 "Program Year" means the twelve-month period running from November 1 of a given year through October 31 of the following year, as further described in Section 8.
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## 2. License Grant
Subject to the terms of this Agreement and timely payment of all applicable fees, SCC grants Subscriber a limited, non-exclusive, non-transferable, revocable license to access and use the Almanac during the Subscription Term solely for the following purposes:
(a) Internal reference and professional development within the Covered Practice.
(b) Delivering Almanac content to Clients as an integrated component of a Consulting Engagement. Delivery in this context means incorporating Almanac standards, frameworks, and guidance into consulting work product prepared and presented by the Subscriber in their professional capacity.
(c) Customizing or adapting Almanac content for a specific Client's operational environment as part of a Consulting Engagement, provided that all such customizations remain subject to the restrictions in Section 3.
The license applies only to the Almanac products and State Modules identified in Subscriber's active order. Access to a State Module is limited to the state(s) for which the Subscriber has paid the applicable subscription fee.
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## 3. Restrictions
Subscriber shall not, and shall not permit any third party to:
(a) Sublicense, sell, resell, transfer, assign, or otherwise make the Almanac available to any third party as a standalone product or subscription.
(b) Distribute, publish, or otherwise make the Almanac available to any third party outside of a Consulting Engagement in which the Subscriber is the primary service provider of record.
(c) Provide a Client or any other party with direct, independent access to SCC's Almanac platform or subscription portal.
(d) Represent to any Client or third party that the Almanac, or work product derived from the Almanac, carries a DHS SAFETY Act designation. SAFETY Act designation belongs exclusively to SCC and applies only to SCC's PRISM product line. Subscriber may represent that the Almanac is authored by a CPP-credentialed professional and is aligned to applicable professional standards.
(e) Remove, alter, or obscure any copyright notice, trademark, or other proprietary notice contained in the Almanac.
(f) Reproduce or copy the Almanac in any form for purposes other than those expressly permitted in Section 2.
(g) Use the Almanac to develop a competing product or service.
(h) Share login credentials or grant access to the subscription portal to individuals who are not employees or contractors of the Covered Practice working under Subscriber's direct supervision.
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## 4. Intellectual Property
The Almanac, including all standards, frameworks, crosswalks, appendices, state annexes, and related documentation, is and remains the exclusive intellectual property of SCC. Subscriber acquires no ownership interest in the Almanac under this Agreement. All rights not expressly granted in Section 2 are reserved by SCC. Subscriber acknowledges that the CPP-credentialed authorship and professional standards alignment embedded in the Almanac constitutes proprietary value belonging to SCC.
Work product that Subscriber creates by customizing or adapting Almanac content for a specific Client belongs to the Subscriber or the applicable Client per the terms of the Consulting Engagement, subject to the restrictions in Section 3.
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## 5. Subscription Term and Renewal
5.1 The Subscription Term is one year from the date of purchase and renews automatically for successive one-year terms unless Subscriber provides written notice of cancellation at least thirty (30) days prior to the renewal date.
5.2 SCC will provide notice of the upcoming renewal and the applicable renewal fee no fewer than thirty (30) days before the renewal date.
5.3 SCC reserves the right to adjust subscription fees upon renewal with thirty (30) days prior written notice to the Subscriber.
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## 6. Cancellation and Termination
6.1 Cancellation by Subscriber. Subscriber may cancel the subscription at any time. Cancellation takes effect at the end of the current Subscription Term. No refunds are provided for any portion of the current Subscription Term.
6.2 Termination by SCC for Cause. SCC may terminate this Agreement immediately upon written notice if Subscriber materially breaches any provision of Section 3, fails to pay any amount due within fifteen (15) days of the due date, becomes insolvent or ceases business operations, or uses the Almanac in a manner that SCC reasonably determines creates legal, regulatory, or reputational harm to SCC.
6.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason, the license granted in Section 2 terminates immediately. Subscriber must cease all use of the Almanac and destroy or delete all copies of Almanac content in Subscriber's possession, except for work product already delivered to Clients as part of completed Consulting Engagements prior to the termination date.
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## 7. Updates and Revisions
SCC may update, revise, or supplement the Almanac at any time during the Subscription Term. Updates are included in the subscription fee. Subscriber is responsible for ensuring that work product delivered to Clients reflects current Almanac content. SCC makes no guarantee that any specific standard, appendix, or state annex will remain unchanged between the date of purchase and the end of the Subscription Term.
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## 8. Deal Registration and Referral Program
8.1 Registration Mechanism. Subscriber may participate in SCC's deal registration program by submitting a completed deal registration form to SCC identifying one or more Client facilities that Subscriber wishes to introduce to SCC for consideration of a PRISM product agreement. Registration is permitted whether or not Subscriber has completed or is engaged in a Consulting Engagement with the registered Client at the time of registration.
8.2 PRISM Referral Fee Tiers. SCC's PRISM referral fee has two tiers, each calculated per Client facility enrolled in a PRISM product agreement:
(a) Standard Tier — Two thousand dollars ($2,000) per Client facility enrolled. The Standard Tier applies when Subscriber has introduced the Client to SCC and submitted a deal registration but has not authored or included PRISM as a named component in a written proposal, statement of work, or bid response delivered to the Client.
(b) Bid-Written Tier — Four thousand dollars ($4,000) per Client facility enrolled. The Bid-Written Tier applies when Subscriber has authored a written proposal, statement of work, or bid response that names PRISM as a component and the Client has executed that document in writing. Verbal recommendations and post-signing additions do not qualify for the Bid-Written Tier.
8.3 PRISM Earning Conditions. A PRISM referral fee for any Client facility is not fully earned, and no payment obligation arises, until all of the following conditions are satisfied: (a) SCC's execution of a signed PRISM product agreement with the registered Client; (b) inclusion of the registered facility under that agreement; (c) SCC's receipt and clearance of the initial payment from the registered Client; (d) Subscriber's compliance with all terms of this Agreement; and (e) Subscriber's timely submission of Required Documentation as provided in Section 8.13. No payment obligation arises with respect to any Client facility until all five conditions are satisfied.
8.4 Payment Timing — Annual Cycle. SCC pays all PRISM referral fees and almanac referral bonuses earned under this Section 8 in a single annual disbursement. The earning term runs from November 1 of each year through October 31 of the following year (each such period, a "Program Year"). SCC will disburse all earned fees for a given Program Year by December 1 following the October 31 close of that Program Year, subject to the documentation requirement in Section 8.13.
A fee is included in a given Program Year if all conditions for earning that fee (as set forth in Section 8.3 for PRISM referral fees, or Section 8.10(b) for almanac referral bonuses) are satisfied on or before October 31 of that Program Year. If the earning conditions for a fee are satisfied after October 31, that fee is included in the next Program Year and paid by the following December 1.
8.5 Program Modification. SCC reserves the right to modify or discontinue the deal registration program with thirty (30) days prior written notice. Modifications do not affect referral fees already earned for Client facilities for which all conditions in Section 8.3 were satisfied prior to the modification notice date.
8.6 Registration Window. A deal registration is effective for twelve (12) months from the date of submission. If the registered Client does not execute a PRISM product agreement within that period, the registration expires without obligation by either party. Subscriber may resubmit a registration for an expired Client subject to Section 8.7.
8.7 Registration Priority. If two or more Subscribers submit deal registrations identifying the same Client facility, SCC will use the order of registration submission as the initial priority determinant. SCC's determination of registration order, eligibility, and entitlement to a referral fee is final. SCC may decline a registration where SCC has had prior direct contact with the identified Client facility regarding a PRISM product agreement.
8.8 Multi-Facility Registrations. A single deal registration form may identify multiple Client facilities. Each Client facility is registered, qualified for tier, and paid individually upon its enrollment in a PRISM product agreement. There is no cap on the number of facilities Subscriber may register, whether in a single submission or across the Subscription Term.
8.9 PRISM Pricing. PRISM product pricing referenced in any Subscriber-facing materials, including but not limited to the Spectrum Success Kit, is illustrative. Final PRISM product pricing is established between SCC and the Client at the time of PRISM product agreement execution. SCC has no obligation to make available, and Subscriber has no entitlement to represent to any Client, any specific PRISM product pricing.
8.10 Almanac Referral Bonus.
(a) A Subscriber may earn an almanac referral bonus of one hundred dollars ($100) per qualifying referred order. A referred order qualifies when: (i) the buyer completes a confirmed order for any product in the SCC Spectrum Security Almanacs line, including any vertical edition or add-on product offered under the Spectrum brand; (ii) the buyer enters the referring Subscriber's name in the "Referred By" field of the applicable order form at the time of order submission; and (iii) SCC confirms and clears payment for the order.
(b) The almanac referral bonus is not fully earned, and no payment obligation arises, until SCC confirms and clears payment for the qualifying referred order and Subscriber has submitted Required Documentation as provided in Section 8.13. Bonuses for orders for which all earning conditions are satisfied on or before October 31 of a given Program Year are included in the disbursement for that Program Year.
(c) The almanac referral bonus applies across all verticals in the Spectrum line and is not limited to the vertical edition the referring Subscriber holds. A Subscriber holding a Spectrum-H subscription may earn a bonus for a referred Spectrum-FSC or Spectrum-CW order and vice versa.
(d) A Subscriber may not earn an almanac referral bonus on their own order, on a renewal of a previously referred buyer's subscription, or on any order submitted by a party who has previously purchased a Spectrum product.
(e) SCC reserves the right to verify the referral claim and may decline to pay a bonus where SCC reasonably determines the "Referred By" entry was added post-submission, was fabricated, or where the buyer was already in SCC's pipeline prior to Subscriber's referral.
8.11 Transition Provision — First Partial Program Year.
(a) If this annual payout structure takes effect at a date other than November 1, the period from the effective date of this Agreement through the next occurring October 31 constitutes the first Program Year, regardless of its length. All fees earned during that partial term are paid by December 1 following that October 31, subject to the documentation requirement in Section 8.13.
(b) Any referral fee that was earned (all conditions in Section 8.3 satisfied) before the effective date of this Agreement under a prior net-30 payment schedule remains payable under the prior terms and is not folded into the annual cycle. SCC will pay any such accrued but unpaid prior fees within thirty (30) days of the effective date of this Agreement.
8.12 Annual Disbursement Mechanics.
(a) Within thirty (30) days after October 31 of each Program Year, SCC will deliver to each Subscriber with outstanding earned fees a written statement itemizing: (i) each qualifying event (registration confirmation date, Client facility name, tier, and amount for PRISM fees; order date, vertical, and amount for almanac bonuses); (ii) the total amount due before application of the documentation requirement in Section 8.13; and (iii) the disbursement date.
(b) Subscriber must review the statement and notify SCC of any discrepancy within fifteen (15) days of receipt. SCC will resolve good-faith disputes prior to disbursement. Undisputed amounts are paid by December 1 regardless of whether a dispute is pending on other line items.
(c) Fees for which Subscriber has timely submitted Required Documentation (as defined in Section 8.13) are paid by check or ACH transfer to the payment account identified in the Required Documentation. Subscriber is responsible for the accuracy and currency of payment information submitted. SCC has no obligation to search for correct payment information beyond the most recently submitted Required Documentation.
(d) A minimum disbursement threshold of twenty-five dollars ($25) applies. If total earned and documentation-complete fees for a Program Year are less than $25, the balance carries forward to the next Program Year and is paid when the cumulative balance meets or exceeds $25, or at the time this Agreement terminates, whichever is earlier.
8.13 Payout Documentation Requirement.
(a) Required Documentation. "Required Documentation" means, collectively: (i) a completed IRS Form W-9 (or, for non-U.S. persons, the applicable IRS Form W-8 series form), providing Subscriber's legal name, address, and taxpayer identification number; and (ii) completed ACH payment information or other payment account details in the form SCC specifies ("Payment Instructions"). SCC will designate a secure intake channel for submission of Required Documentation and will communicate that intake channel to Subscribers at the time SCC issues the notice described in Section 8.13(b).
(b) Congratulations Notice. When a Subscriber's first qualifying event for a Program Year is confirmed, SCC will send Subscriber a written notice ("Congratulations Notice") identifying the qualifying event and prompting Subscriber to submit Required Documentation to SCC's secure intake channel. SCC may send one or more reminder notices before October 31, but is not obligated to do so.
(c) Submission Deadline. Subscriber must submit complete Required Documentation to SCC's designated secure intake by October 31 of the applicable Program Year. Timely submission of Required Documentation is a condition precedent to the vesting of any payment obligation for that Program Year. A fee for which all other earning conditions are satisfied but for which Required Documentation has not been timely submitted does not vest and does not give rise to a payment obligation in that Program Year.
(d) Non-Vesting of Undocumented Fees. If Subscriber fails to submit complete Required Documentation by October 31 of a Program Year, no payment obligation arises with respect to fees that would otherwise have been payable in that Program Year's December 1 disbursement. Such fees do not carry forward to subsequent Program Years. Subscriber's opportunity to earn payment for the qualifying events of that Program Year is extinguished by the failure to submit.
(e) Termination. Subscriber's right to referral fees and almanac bonuses terminates upon termination or expiration of this Agreement for cause under Section 6.2, effective as of the termination date. Fees for which all earning conditions other than Required Documentation submission were satisfied before the termination date remain subject to the documentation requirement in this Section 8.13 and are paid by the December 1 following the October 31 on which the termination occurred, provided Subscriber submits Required Documentation by that October 31.
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## 9. No Legal Advice
The Almanac is a professional reference resource created by a CPP-credentialed security professional. It does not constitute legal advice and is not a substitute for consultation with qualified legal counsel. SCC makes no representation that the Almanac satisfies the specific legal, regulatory, or accreditation requirements applicable to any particular facility or jurisdiction. Subscriber and Clients are solely responsible for verifying compliance with applicable federal, state, and local law.
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## 10. Disclaimer of Warranties
THE ALMANAC IS PROVIDED "AS IS." SCC MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR COMPLETENESS. SCC DOES NOT WARRANT THAT THE ALMANAC IS FREE OF ERRORS, THAT IT WILL MEET SUBSCRIBER'S REQUIREMENTS, OR THAT IT REFLECTS ALL APPLICABLE REGULATORY DEVELOPMENTS AS OF ANY PARTICULAR DATE.
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## 11. Limitation of Liability
IN NO EVENT SHALL SCC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE ALMANAC, REGARDLESS OF WHETHER SCC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SCC'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY SUBSCRIBER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
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## 12. Indemnification
Subscriber shall indemnify, defend, and hold harmless SCC and its officers, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorney fees) arising out of or related to Subscriber's use of the Almanac in violation of this Agreement, Subscriber's representations to Clients regarding the Almanac's scope or legal effect, or any work product Subscriber delivers to Clients using the Almanac.
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## 13. Confidentiality
Subscriber acknowledges that the Almanac contains proprietary and confidential information belonging to SCC. Subscriber shall take reasonable measures to protect the confidentiality of the Almanac and shall not disclose Almanac content to any party except as expressly permitted under Section 2.
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## 14. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the State of New Jersey without regard to its conflict of law provisions. Any dispute arising under or related to this Agreement that cannot be resolved by good-faith negotiation shall be submitted to binding arbitration in Gloucester County, New Jersey under the rules of the American Arbitration Association. Judgment on any arbitration award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, SCC may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent unauthorized use or disclosure of the Almanac.
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## 15. Entire Agreement
This Agreement, together with the order form and any incorporated addenda, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and negotiations. No modification of this Agreement shall be binding unless made in writing and agreed to by both parties, except as provided in Section 7 and Section 8.5.
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## 16. Severability
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
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## 17. Waiver
SCC's failure to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.
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## 18. Contact and Notices
Strategic Command Centers, LLC
744 Woodland Ave
Westville, NJ 08093
Notice under this Agreement may be delivered to the address above by certified mail, return receipt requested, or by email to the address above. Email notice is effective upon transmission, provided no bounce or delivery failure notification is received within twenty-four (24) hours. Certified mail notice is effective upon receipt or upon the third business day after deposit with the United States Postal Service, whichever is earlier.
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Spectrum Subscription End User License Agreement | Strategic Command Centers, LLC | Version 1.1 | May 31, 2026