(APPENDIX 2)
- Purpose and Applicability
- 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.
- 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.
- 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:
- Required Flow Down Language
- 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.
- 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
- Incorporation and Precedence
- 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.
- 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.
- Partner Implementation Requirements
- Placement. The Required Flow Down Language must appear in the section of the End Customer agreement addressing “Services,” “Deliverables,” or equivalent.
- 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.
- No Substantive Modifications. The Flow Down Terms may not be altered, paraphrased, or qualified in any way that changes their meaning.
- 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.
- Updates to Flow Down Terms
- 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.