Best Price Guarantee — Terms and Conditions

1. Relationship to Other Agreements

The Program is offered subject to, and must be read together with, the Agency Terms and Conditions, the Agency Cyber Inc Services Agreement (the “Services Agreement” or “MSA”), and the applicable Order Form or Statement of Work (“Order Form/SOW”) (collectively, the “Governing Agreements”). Each of the Governing Agreements is required for participation; in particular, a fully executed MSA and Order Form/SOW are required before any benefit under the Program can be claimed. Nothing in these Program Terms amends, supersedes, or overrides any provision of the Governing Agreements; in the event of any conflict, the Governing Agreements control.

2. Eligibility

The Program is available only to Agency clients that are businesses — legal entities organized and operating in the United States. Individuals are not eligible, and companies organized outside the United States are not eligible. The client must be in good standing with Agency under all agreements: clients in payment default, in collections, or carrying past-due balances are not eligible. The Program is a promotional offering for Agency clients only: a party that has not completed a purchase through Agency, or that ultimately does not complete a purchase through Agency, is not eligible to claim any benefit under the Program.

3. Program Categories

The Program applies to three purchase designations: (a) Net New Purchases, (b) Renewals, and (c) Additions (collectively, “Eligible Purchases”), each as defined below.

4. Net New Purchases

A “Net New Purchase” is a brand-new subscription to the applicable software product (e.g., Vanta or Drata, the “Software”) purchased through Agency. To qualify, the client must be a new customer of Agency and must not, before first engaging Agency about the Software, have been in an active purchasing relationship for that Software — including, without limitation, an in-progress sales cycle, evaluation, or trial with the Software vendor, or an engagement with another partner or reseller that quoted a price or registered the client as a prospect. For clarity, a competing quote that the client obtains after engaging Agency, in order to compare prices or exercise the benefit described in Section 11, does not by itself disqualify a purchase. Clients with a pre-existing sales relationship or deal registration may still be able to participate as described in Section 5.

5. Deal Registration

The Program applies to clients whose deal registration for the Software is held by Agency — this is what allows Agency to guarantee the best available price. The Program generally does not apply where, before engaging Agency, another partner or reseller registered the client as a prospect for the Software or the client entered a direct sales cycle with the Software vendor. Obtaining a competing quote after engaging Agency, for purposes of price comparison under the Program, does not constitute a prior deal registration. In certain cases, at Agency's discretion, a client with a prior deal registration may request to rescind it and benefit from Agency's pricing and promotions. In such cases, the client must first execute an Agency Client of Record agreement, confirming that the client elects to exclusively purchase and evaluate software purchases through Agency and that all prior deal registrations are to be considered invalidated. That record change must be accepted by the software provider.

6. Renewals and Additions

The Program applies to Renewals and Additions (including upsells, added seats, frameworks, modules, or products) only for clients whose underlying subscription was originally purchased through Agency.

7. Exact-Match Requirement

Software price quotes are time-sensitive and depend on multiple factors, including the specific products, features, quantities, term length, and commercial terms included; a small change in any single factor can materially change the price. Agency recognizes only 100% exact, like-for-like matches for purposes of the Program — identical products, features, quantities, term, and conditions. Any difference whatsoever disqualifies the comparison.

8. Quote Validity

A competing price quote issued more than forty-eight (48) hours prior to submission to Agency is deemed expired and does not constitute a like-for-like comparison. Comparison quotes must be valid, unexpired, bona fide written quotes in the form described in Section 9.

9. Quote Verification and Form of Proof

Agency has the final authority and the sole right to validate any competing price submitted under the Program. Agency may verify a competing price through any means it deems appropriate, including verification through direct channels with the applicable Software vendor, reseller, or issuing party, and inspection of the complete underlying documentation, including its authenticity, issue date, issuer, and terms. To qualify, a competing price must be evidenced by a formal written quote or order form issued to the client by the applicable Software vendor or an authorized reseller, showing the complete package — products, features, quantities, term, price, and issue date. A price merely mentioned in the body of an email, in a chat message, verbally, or in marketing or promotional material does not qualify. Submissions that cannot be verified to Agency's satisfaction are ineligible for any benefit under the Program.

10. Claims and Determinations

All determinations under the Program — including eligibility, whether a comparison is an exact match, and whether any benefit is owed — are made at Agency's sole and absolute discretion, and all such determinations are final. Agency may require reasonable documentation to verify any claim, including the complete competing quote and its issue date.

11. Benefit

If a client presents a qualifying, exact-match, unexpired competing price that is lower than Agency's price and Agency does not match or beat it, Agency will pay the client one thousand U.S. dollars ($1,000). Claims must be submitted within seven (7) days following the applicable purchase; claims submitted after that period are ineligible. Each client may receive a maximum of one (1) $1,000 payment in total under the Program, regardless of the number of purchases or claims. The benefit has no cash value except as expressly stated, is non-transferable, and may not be combined with other offers unless expressly stated by Agency in writing.

12. General Disclaimers

Agency may modify, suspend, or terminate the Program at any time without notice; changes apply prospectively. The Program is void where prohibited by law. Clients are responsible for any taxes associated with any Program benefit. Vanta and Drata are trademarks of their respective owners; the Program is offered solely by Agency and is not sponsored, endorsed, or administered by any Software vendor. Pricing, promotions, and product availability are set by the applicable vendors and may change at any time. These Program Terms do not constitute a guarantee of any specific price except as expressly described herein. If any provision of these Program Terms is held unenforceable, the remaining provisions remain in full force and effect.