Service Provider Partners

This Service Provider Addendum ("Addendum") is incorporated into and made part of the Master Partnership Agreement ("Agreement") by and between ArmorPoint, LLC ("ArmorPoint") and the Partner identified in the Agreement ("Service Provider Partner" or “Partner”). Capitalized terms not defined in this Addendum have the meanings assigned in the Agreement.

1. Purpose and Scope. This Addendum defines the specific operational roles, responsibilities, and obligations of the Partner when acting as a Service Provider Partner under a Co-Delivery Model, as described in the Agreement. The requirements in this Addendum are in addition to, and not in lieu of, the requirements in the Agreement. In the event of a conflict, this Addendum controls for Service Provider-specific matters.
2. Financial and Pricing Terms. For financial and pricing terms applicable to this relationship, refer to the Service Provider Commercial Terms Appendix. Partners transacting through Authorized Distributors are subject to financial terms outlined by the distributor and will not receive the Commercial Terms Appendix. See Agreement Section 5 “Pricing and Payment Terms” for additional provisions.
3. Definitions.
   1. General Terms
      • End Customer Onboarding means the process beginning upon execution of an End Customer Service Contract and concluding upon confirmation by ArmorPoint that all provisioning, access, and readiness tasks have been completed in accordance with the applicable Implementation Guides.
      • Flow Down Terms means the mandatory contractual terms provided by ArmorPoint that the Partner must incorporate into all agreements with End Customers to ensure the End Customer is bound to the applicable ArmorPoint Terms of Service and Service Agreement(s).
      • Implementation Guides means the service-specific documentation published by ArmorPoint detailing the technical, operational, and administrative steps required to provision, configure, and deliver the ArmorPoint Service to End Customers.
   2. Support and Service Terms
      • Tier 1 Support means the initial support level provided by the Partner to End Customers, including issue intake, triage, basic troubleshooting, and resolution of known or documented issues before escalation to ArmorPoint.
      • Service Restoration Priority means the escalation status assigned to issues materially impacting service availability, data access, or alert fidelity, requiring expedited remediation in accordance with this Addendum.
   3. Alert and Event Classifications
      • True Positive means a validated security alert requiring investigation or remediation.
      • False Positive means an alert determined not to represent a real security threat.
      • Informational Event means an alert generated for awareness that does not require immediate remediation.
   4. Financial Terms
      • Total Contract Value means the full value of all fees due to ArmorPoint under the End Customer’s executed Service Contract over the full initial or renewal term, excluding taxes and fees.
4. Partner Responsibilities. This section outlines the unique responsibilities of the Partner in delivering, managing, and supporting ArmorPoint services to End Customers under a co-delivery model. These obligations span the entire customer lifecycle and are critical to ensuring a consistent and high-quality service experience.
   1. Training, Sales, and Contracting
      • Partner Training and Enablement. Partner must complete all required training and enablement programs designated by ArmorPoint within ninety (90) days of signing the Agreement. This includes training for sales, technical, and operational team members. Partner is expected to maintain at least one certified resource in each function and participate in quarterly enablement sessions to remain in good standing. In the event the Partner hires a new employee whose responsibilities include engagement with the ArmorPoint platform, services, or customer delivery, the Partner shall ensure that the new employee completes applicable training within thirty (30) days of their start date.
      • Sales & Opportunity Registration. Partner shall register all customer opportunities using ArmorPoint's designated opportunity registration system prior to presenting a quote to the customer. Partners must use ArmorPoint-approved messaging and materials during the sales process and shall not make false or misleading claims. If technical validation or solution design support is needed, Partner is responsible for coordinating with ArmorPoint's Sales Engineering team in advance of proposal submission.
      • Flow Down Terms. Partner must include all required ArmorPoint Flow Down Terms in its agreements with End Customers.
      • Upsell and Cross-Sell. Partner is expected to identify new opportunities for account expansion and engage ArmorPoint to assist with quoting, technical validation, and positioning of relevant services. All upsell and cross-sell communications with the End Customer must use current, approved ArmorPoint sales collateral. Partner is encouraged to surface these opportunities during quarterly business reviews (QBRs) or other regular touchpoints.
   2. Onboarding and Customer Lifecycle Management
      • End Customer Onboarding. Following End Customer contract execution, Partner must submit all required onboarding documentation and participate in a scheduled kickoff call with the customer and ArmorPoint onboarding personnel. Partner agrees to collaborate on any provisioning tasks necessary to ensure timely activation of services.
      • Accountability for Customer Management. Partner further acknowledges that ArmorPoint relies on the Partner to manage customer expectations and contract fulfillment, and repeated mid-term cancellations or failure to enforce financial commitments may result in reevaluation of Partner Tier status, discount eligibility, or agreement termination.
      • Communication and Documentation. Partner agrees to maintain access to designated ArmorPoint communication channels, including the Partner Portal (if applicable), ticketing system, and any shared collaboration platforms. Partner is responsible for ensuring the accuracy and timely submission of onboarding forms, offboarding checklists, renewal notices, and license utilization documentation. Partner must notify ArmorPoint promptly of changes to any primary operational contact.
   3. Security and System Readiness
      • Security Obligations. Partner agrees to maintain secure End Customer infrastructure/environment when delivering ArmorPoint services. This includes timely patching of Partner-managed systems, proper credential handling, and reasonable efforts to prevent unauthorized access to ArmorPoint systems or data.
      • System Readiness. Partner agrees to maintain the End Customer’s operating environment that does not materially hinder ArmorPoint’s ability to deliver service. This includes ensuring endpoint agent compatibility, supporting secure API access, and following reasonable hygiene practices (e.g., current patching, MFA enforcement on critical systems).
      • Maintain Solution Versions. Partner is responsible for ensuring that the ArmorPoint solution deployed for the End Customer is up to date with all supported versions and that usage aligns with platform and policy requirements
      • Partner Tool Access and Compliance. Partner shall use ArmorPoint’s designated support tools and follow established procedures for submitting tickets, onboarding forms, or service modifications. Repeated failure to follow these procedures may result in ticket rejection, delayed processing, or program penalties.
   4. Service Delivery and Support
      • Service Delivery Accountability. Throughout the term of this Addendum, Partner shall serve as the primary point of contact for all End Customer support issues, including Tier 1 technical support, onboarding coordination, and ongoing service management. Partner is responsible for delivering prompt, knowledgeable, and professional pre-sales and post-sales support for ArmorPoint Services. Partner shall remain solely responsible for managing the customer experience in all matters related to the End Customer’s access to, and use of, ArmorPoint Services delivered under the co-delivery model.
      • Support Staffing. Partner shall staff its support function with personnel who are fluent in the primary language(s) used within the Partner's service region and appropriately trained and qualified to triage and respond to End Customer technical support requests related to the ArmorPoint Service.
      • Support and Escalation Process. Partner agrees to provide timely and professional Tier 1 support to End Customers and to remain actively engaged throughout the lifecycle of all reported issues, including after escalation to ArmorPoint. At a minimum, Partner shall:
        1. Tier 1 Support Requirements
           • Receive, acknowledge, and log all service issues and support requests from End Customers;
           • Conduct initial triage to determine whether the issue results from Partner-side misconfiguration, customer misuse, unrelated systems, third-party involvement, or any cause not attributable to ArmorPoint;
           • Attempt to reproduce the issue and verify whether it is documented in ArmorPoint’s Knowledge Base, service bulletins, or other published support resources;
           • Where a known resolution exists, relay the guidance to the End Customer and support them through implementation;
           • For unresolved or unknown issues, isolate the behavior, collect relevant data and diagnostic information, research potential workarounds, and confirm the End Customer’s environment is running currently supported versions of all required software or platform components.
             • ArmorPoint reserves the right to reclassify ticket severity upon triage, and Partner agrees to remain engaged in diagnostics and follow-up as requested.
        2. Support Escalation to ArmorPoint. If Partner is unable to resolve an issue through its Tier 1 support process, the issue may be escalated to ArmorPoint in accordance with this Addendum. Prior to escalation, Partner must:
           • Confirm the issue cannot be resolved using Partner’s Tier 1 process;
           • Replicate the problem where possible;
           • Verify it is not a known issue already documented by ArmorPoint; and
           • Collect and submit all relevant supporting data, logs, and error details.
           • Escalation is appropriate when:
           • The Partner lacks the technical capability to resolve the issue;
           • The issue materially impacts the End Customer’s business operations;
           • The issue involves a confirmed or suspected security incident; or
           • The ArmorPoint Service is wholly or partially unavailable.
      • Joint Ticket, Alert, and Incident Management. Submitting or escalating a ticket to ArmorPoint does not relieve Partner of its responsibility to manage the End Customer experience. Partner must continue necessary communications with the End Customer and perform required remediation in coordination with ArmorPoint. If Partner fails to provide timely, professional, or complete support, ArmorPoint may intervene directly with the End Customer at its sole discretion. For alerts or incidents generated by the ArmorPoint platform or reported by the End Customer, Partner shall:
        1. Monitor and triage assigned alerts using the ArmorPoint platform;
        2. Determine whether each alert is a true positive, false positive, or informational event;
        3. Communicate high-severity or time-sensitive findings to the End Customer in accordance with agreed protocols;
        4. Participate in related incident response efforts led by ArmorPoint; and
        5. Ensure partner-led remediation or containment activities are completed promptly and professionally.
      • Service Restoration Priority. For issues impacting service availability, data access, or alert fidelity, Partner shall first check armorpoint.com/status to determine whether there is a known or ongoing system incident that aligns with the symptoms observed. If no relevant status is posted and the issue persists, Partner shall notify ArmorPoint within one (1) hour of initial detection. Restoration efforts will take priority over all other technical matters until functionality is restored or a temporary workaround is implemented.
   5. Cancellations and Financial Obligations
      • Notification of Cancellation. In the event an End Customer intends to terminate their Service Contract, Partner must submit a completed Service Cancellation Notice at least thirty (30) days prior to the contract end date.
      • Debrief. Partner will participate in a cancellation debrief or retention call upon ArmorPoint's request and is responsible for submitting all offboarding documentation required by ArmorPoint.
      • Partner Financial Obligation. Notwithstanding the foregoing, Partner shall remain fully financially responsible to ArmorPoint for the Total Contract Value of each End Customer agreement, regardless of whether the End Customer elects to cancel, reduce scope, or discontinue use of the ArmorPoint Service prior to the contract end date. Partner agrees that early termination by an End Customer shall not relieve Partner of its financial obligations under this Agreement, and Partner shall continue to remit payments as invoiced for the duration of the initial or renewal term as applicable.
5. ArmorPoint Responsibilities. ArmorPoint agrees to support the Partner in delivering and maintaining high-quality services through the following commitments:
   1. Onboarding and Provisioning: ArmorPoint will initiate and perform End Customer onboarding support and provisioning activities collaboratively with the Partner, in accordance with the processes, requirements, and timelines set forth in the applicable Implementation Guides.
   2. Partner Enablement: ArmorPoint will supply co-branded marketing materials, solution overviews, and enablement documentation to support the Partner's sales and operational readiness.
   3. Assigned Support: ArmorPoint will assign a named Customer Success Manager or Account Manager to serve as the primary point of contact for Partner communications (not including technical support) and escalation coordination.
   4. Lifecycle Engagement: ArmorPoint will participate in customer lifecycle activities upon request, including renewal strategy discussions, expansion planning, joint service reviews, QBRs, or corrective action planning, when appropriate, and retention efforts.
   5. Training and Product Updates: ArmorPoint will provide initial and ongoing product training and updates, including new feature overviews, process changes, and service enhancements.
   6. Escalation Support: Provided Partner is in compliance with this Addendum and the Master Partnership Agreement, and has met all applicable financial and training obligations, ArmorPoint will provide access to standard Partner-level support resources and escalation pathways for the duration of the term. This includes issue triage, technical troubleshooting, and collaboration during escalated incidents, as outlined in ArmorPoint's support communications and onboarding materials.
6. Partner Performance Expectations. ArmorPoint agrees to support the Partner in delivering and maintaining high-quality services through the following commitments:
   1. QBR Participation: Participate in quarterly business reviews or other designated service reviews with ArmorPoint. ArmorPoint will provide a standard QBR template in advance of each review, which may include metrics on ticket volume, license utilization, risk indicators, and upsell signals. Partner is expected to prepare End Customer updates and participate with appropriate technical and account-facing personnel.
      • Remediation Ownership. Partner is responsible for implementing any agreed-upon remediation actions resulting from QBRs, service issues, or compliance gaps. Failure to address open action items in a timely manner may affect Partner standing and future discount eligibility.
   2. Responsiveness: Respond promptly to onboarding tasks, license usage confirmations, renewal planning, and escalation coordination requests.
   3. Certification Maintenance: Maintain required certifications across designated functional roles as defined in the Partner Enablement Plan.
   4. Documentation Accuracy: Ensure that all submitted forms, onboarding packets, usage tracking data, and cancellation notices are complete, accurate, and submitted within required timeframes.
7. Audit Rights.
   1. ArmorPoint reserves the right to audit Partner records related to End Customer agreements, service delivery, training compliance, and contract value preservation upon reasonable notice. Audits may occur no more than twice per calendar year unless prompted by a suspected breach.

Partner Flow Down Terms

This Service Provider Commercial Terms Appendix ("Appendix") is incorporated into and made part of the Master Partnership Agreement ("Agreement") by and between ArmorPoint, LLC ("ArmorPoint") and the Service Provider Partner identified in the Agreement ("Partner").

1. Purpose and Scope. This Appendix outlines the financial, pricing, discount, and payment terms applicable to Service Provider Partners transacting directly with ArmorPoint. These terms are incorporated into the Agreement and the applicable Service Provider Addendum (“Addendum”). This Appendix and the appended Discount Tiers do not apply to Partners transacting through Authorized Distributors; in such cases, financial terms are governed by the distributor agreement. This Appendix supersedes any informal commitments, pricing discussions, prior versions of this Appendix, or partner sales agreements unless agreed upon in writing by all parties. Failure to comply with the operational requirements may result in loss of discount eligibility or reclassification of Partner Tier, in accordance with the Addendum.
2. Definitions
   1. “Deals Sold” means End Customer contracts that are (i) fully executed, (ii) provisioned, and (iii) invoiced, with Partner in good financial standing.
   2. “Partner Tier” means the discount classification assigned to a Partner based on revenue, deal volume, or other performance metrics as determined by ArmorPoint in accordance with the applicable Partner Addendum or Commercial Terms Appendix. Partner Tiers are used to establish eligibility for pricing, discounts, incentives, and other program benefits, and may be re-evaluated and adjusted by ArmorPoint in its sole discretion in accordance with program policies. For purposes of this Appendix, the term “Tier” refers to a Partner Tier.
   3. “Active Billed ARR” means the total annualized contract value of all End Customer Service Contracts for which the Partner is the billing party and ArmorPoint Services are actively invoiced as of the final day of the applicable calendar year (December 31). For purposes of Partner Tier evaluation:
      • Only End Customer agreements that are active and invoiced as of the evaluation date will be included;
      • Terminated contracts, churned or canceled accounts, unbilled agreements, service suspensions, accounts in delinquency or default, and any agreements in a non-billed status (including onboarding delays, service holds, or payment default) will be excluded;
      • Multi-year prepaid contracts will be counted based on their annualized value, not the total prepaid sum; and
      • ArmorPoint reserves the right to validate and adjust reported ARR, at its sole discretion, to ensure consistency with internal billing records.
3. Pricing and Payment Terms
   1. Purchase and Pricing Authority. Partner shall purchase the ArmorPoint Service from ArmorPoint at the then-current list price (“List Price”), subject to any applicable discount tier as outlined in Section 4 of this Appendix. List Prices are subject to change with thirty (30) days’ prior written notice from ArmorPoint. Partner shall have sole discretion over the pricing charged to its End Customers and shall invoice such customers directly for the ArmorPoint Service, including any applicable taxes, fees, or handling charges.
   2. Minimum Advertised Pricing. Partner shall not advertise or publicly display pricing for the ArmorPoint Service below the prevailing List Price, including but not limited to on websites, in marketing collateral, or within publicly distributed proposals.
   3. Order Submission and Acceptance. Partner shall submit all customer orders using ArmorPoint’s approved order form. Orders requiring provisioning or physical shipment must include all required customer information. All submitted orders are subject to acceptance by ArmorPoint at its sole discretion.
   4. Payments. ArmorPoint will process all payments from Partner on the due date specified in the applicable order form or invoice, using the payment method on file. All payments are due upon receipt unless an exception has been pre-approved. Partner is responsible for ensuring the accuracy and availability of the selected payment method prior to the due date.
      • Payment Method and Authorization: By signing the Agreement, and by extension acknowledging and accepting all incorporated Addendums, Appendices, and Exhibits, Partner authorizes ArmorPoint to charge the credit card or other payment method on file for any amounts due under the Partner’s Service Contracts, including but not limited to obligations arising under any End Customer agreements for which the Partner is contractually responsible.
      • Accepted Payment Methods: All payments owed to ArmorPoint under this Appendix must be made by ArmorPoint-initiated credit card or by electronic funds transfer (“EFT”) using Partner’s ACH information. Partner is required to maintain current payment credentials on file with ArmorPoint at all times.
      • Rejected Transactions: A $25.00 processing fee will apply to any EFT transaction that is rejected. The fee, along with the unpaid balance, may be charged to the credit card on file.
      • Updating Information: If the payment method becomes invalid, Partner must promptly supply updated payment details upon request via the ArmorPoint Billing Portal or by contacting the ArmorPoint accounting department at [email protected].
   5. Late Payment and Collection. If payment is not received by the specified due date:
      • Partner will remain liable for the full amount due, plus interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is greater.
      • ArmorPoint may initiate collection efforts. Partner agrees to pay all costs of collection, including attorneys’ fees and expenses. At its election, ArmorPoint may calculate such fees as either 25% of the amount due or based on actual legal costs incurred.
      • If payment is not received within five (5) business days of the due date, ArmorPoint reserves the right to contact the affected customer directly to establish a direct billing or support relationship. Persistent payment issues may result in temporary suspension of discount eligibility or tier downgrade.
   6. Taxes and Fees. Partner is solely responsible for ensuring that all applicable sales tax, use tax, duties, surcharges, and other transaction-related fees are calculated, collected, and remitted in accordance with the laws of each applicable jurisdiction. ArmorPoint bears no responsibility for tax compliance related to the resale of its services by the Partner. Partner shall indemnify and hold ArmorPoint harmless for any liability arising from Partner’s failure to comply with tax obligations related to resale transactions.
4. Service Provider Discounts. All Service Provider discounts and the corresponding eligibility requirements are specified in the Service Provider Discount Tiers Appendix, which is incorporated by reference into this document. All Partner Tier assignments and re-evaluations are governed by the terms set forth in Section 5 of this Appendix.
5. Partner Tier Management
   1. Initial Tier Assignment. Upon execution of the Agreement, all Partners will be assigned the Silver Partner Tier by default. This Tier will remain in effect until the next annual evaluation period or until the Partner submits a written request and qualifies for a mid-year promotion in accordance with Section 5.3.
   2. Annual Tier Review. Partner Tiers are re-evaluated annually based on the Partner’s Active Billed ARR as of the last day of the calendar year. If a Partner fails to meet the ARR threshold required to maintain their current Tier, their Tier will be downgraded for the following calendar year. ArmorPoint will issue updated Tier status notices no later than January 31of each calendar year, with changes taking effect on February 1. The Partner must meet or exceed the applicable Tier threshold to maintain or regain their status for future quotes, renewals, and commercial terms.
   3. Mid-Year Tier Promotion. If a Partner believes they have met the eligibility threshold for a higher Partner Tier (e.g., from Silver to Platinum) based on their Active Billed ARR, they may submit a written request to ArmorPoint for a mid-year promotion review. Upon receipt, ArmorPoint will validate current billing data and, at its sole discretion, may approve a Tier upgrade. If granted, the upgraded discount level will apply to:
      • All deals transacted from the date of approval forward; and
      • All deals sold in the subsequent calendar year, regardless of ARR at that time.
      • Partner Tiers may only be upgraded mid-year. Tiers will not be downgraded mid-year based on updated ARR data alone. A Tier downgrade may only occur as part of the Annual Tier Review described in Section 5.2 or as a result of enforcement actions set forth in this or any related agreement.
   4. Eligibility Disputes. The Partner must notify ArmorPoint in writing of any discrepancies related to sales credit or ARR tracking within thirty (30) days of the applicable report or status notification. After this period, recorded results will be considered final and binding.
   5. Pricing Before and After Tier Changes. Pricing for deals is determined by the Partner's Tier at the time a quote is generated and is not subject to retroactive adjustment. All quotes and order forms issued after the effective date of a Tier change will reflect the new discount level. The new pricing will only apply to transactions issued after the Tier change has been confirmed by ArmorPoint. Once a deal is closed and processed by ArmorPoint, its pricing is considered final.
   6. Re-Quoted Opportunities. If a previously issued quote has not yet been executed and is re-quoted after a Tier change, the Partner may request revised pricing aligned with their new Tier. ArmorPoint reserves the right to determine whether the deal qualifies for re-quoting and may require updated approval or justification in accordance with current quoting policy.

1. Purpose and Applicability
   1. Required Inclusion. These Flow Down Terms are required to be included in all agreements between the Partner and any End Customer in which ArmorPoint Services are resold, sublicensed, or otherwise provided, whether directly or through a co-delivery arrangement. Their purpose is to:
      • Ensure each End Customer is contractually bound to the ArmorPoint Terms of Service and applicable Service Agreement(s);
      • Preserve ArmorPoint’s intellectual property rights;
      • Enforce service expectations, acceptable use standards, and contractual accountability across the customer lifecycle.
      • Failure to include these terms or to comply with the requirements herein shall constitute a material breach of the Master Partnership Agreement.
   2. These Flow Down Terms are incorporated into and made part of the Master Partnership Agreement (“Agreement”) and applicable Partner Addendum (e.g., Service Provider Addendum or Reseller Addendum) between ArmorPoint and the Partner.
2. Required Flow Down Language
   1. The following clause, in its entirety and without substantive modification, must be included in all End Customer agreements covering ArmorPoint Services: ArmorPoint Terms of Service and Service Agreement
      The End Customer acknowledges and agrees that the ArmorPoint Services provided under this Agreement are subject to the ArmorPoint Terms of Service and the applicable Service Agreement(s), which are incorporated herein by reference and available at: https://armorpoint.com/legal/tos
      
      In the event of any conflict between this Agreement and the ArmorPoint Terms of Service or Service Agreement(s), the ArmorPoint documents shall control with respect to the use, limitations, and support of the ArmorPoint Services.
3. Incorporation and Precedence
   1. The Terms of Service and applicable Service Agreement(s) incorporated under Section 2 are binding on the End Customer as if fully set forth in their agreement with Partner.
   2. In case of a conflict between the End Customer’s agreement with Partner and the ArmorPoint Terms of Service or Service Agreement(s), the ArmorPoint documents shall prevail only with respect to the use, limitations, and support of the ArmorPoint Services.
4. Partner Implementation Requirements
   1. Placement. The Required Flow Down Language must appear in the section of the End Customer agreement addressing “Services,” “Deliverables,” or equivalent.
   2. Formatting. The clause must be presented in a font, size, and emphasis (e.g., bold, italic) sufficient to ensure clear visibility to the End Customer. Cosmetic formatting changes are permitted, but the wording must remain substantively identical.
   3. No Substantive Modifications. The Flow Down Terms may not be altered, paraphrased, or qualified in any way that changes their meaning.
   4. Proof of Inclusion. Upon request, Partner must promptly provide ArmorPoint with a copy of any End Customer agreement containing the Required Flow Down Language, in accordance with the audit rights granted to ArmorPoint under the applicable Partner Addendum.
5. Updates to Flow Down Terms
   1. ArmorPoint may update these Flow Down Terms from time to time to reflect changes to the Terms of Service, Service Agreement(s), or related policies. ArmorPoint will provide Partners with at least thirty (30) days’ written notice of such updates, unless a shorter period is required by applicable law, regulation, or to maintain security/compliance standards.