Legal

Reseller Addendum

This Reseller Addendum ("Addendum") is incorporated into and made part of the Master Agreement for Service Provider and Reseller Partners ("Agreement") by and between ArmorPoint, LLC ("ArmorPoint") and the Partner identified in the Agreement ("Partner"). This Addendum defines the specific obligations and responsibilities of the Partner when acting as a Reseller of the ArmorPoint Service.

  1. Purpose and Scope. This Addendum establishes the roles, responsibilities, and obligations of the Partner in reselling ArmorPoint services to End Customers. ArmorPoint remains solely responsible for service delivery, onboarding, technical support, and customer lifecycle management. The Reseller is not authorized to act as a service provider or support provider.
  2. Financial and Pricing Terms. For financial and pricing terms applicable to this relationship, refer to the Reseller Commercial Terms Appendix (Appendix 2). While all Reseller Partners are bound by this Addendum, only Partners transacting directly with ArmorPoint will receive and be governed by the Reseller 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.
  3. Definitions.
    1. General Terms
      • 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. 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 responsibilities of the Partner in reselling ArmorPoint Services to End Customers. 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 language contained in ArmorPoint Flow Down Terms (Appendix 1) 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 Handoff.  Following End Customer contract execution, Partner shall facilitate a successful End Customer hand-off to ArmorPoint’s implementation team 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.
      • Positioning and Representation. Partner may not represent itself as the provider of ArmorPoint Services. ArmorPoint shall be clearly identified as the service provider in all customer communications, contracts, and marketing materials.
      • Service and Accountability. Partner is expected to maintain awareness of End Customer usage and satisfaction, and to surface any changes in business needs, underutilization, or opportunities for adjusting the scope of services. Partner shall communicate such insights to ArmorPoint in a timely manner to support account health, renewal strategy, and potential upsell or right-sizing opportunities.
      • Communication and Documentation. Partner agrees to maintain access to designated ArmorPoint communication channels, including the Partner Portal (if applicable) and any shared collaboration platforms. Partner is responsible for ensuring the accuracy and timely submission of documentation related to opportunity registration, renewal notices, contract changes, and license utilization. Partner must promptly notify ArmorPoint of any changes to its primary sales or operational contacts.
    3. Service Awareness and Support Coordination
      • Partner Tool Access and Compliance. Partner shall follow all established procedures outlined by ArmorPoint for registering deals, submitting documentation, and requesting contract modifications. Repeated failure to follow these processes may result in delayed processing, temporary program suspension, or changes to Partner standing or discount eligibility.
      • End Customer Support. Partner is expected to maintain clear lines of communication with End Customers regarding the status of their ArmorPoint services, and to facilitate connection between the End Customer and ArmorPoint Support when appropriate. Partner may be asked to relay key context or business-impact information to help ensure timely and effective resolution but will not be responsible for technical investigation or resolution activities.
      • 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.
    4. 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 maintaining a strong resale relationship and ensuring a positive End Customer experience 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).
    4. End Customer Support: ArmorPoint will provide Tier 1–3 technical support directly to End Customers in accordance with the applicable support policies and/or Service Agreement(s).
    5. Lifecycle Engagement: ArmorPoint will support customer lifecycle activities upon request, including renewal strategy discussions, expansion planning, joint service reviews, QBRs, or corrective action planning, when appropriate, and retention efforts.
    6. Training and Product Updates: ArmorPoint will provide initial and ongoing product training and updates, including new feature overviews, process changes, and service enhancements.
  6. Partner Performance Expectations. ArmorPoint agrees to support the Partner in maintaining a strong resale relationship through ongoing enablement, communication, and program resources. In return, Partner is expected to uphold the following responsibilities to remain in good standing:
    1. QBR Participation: Participate in quarterly business reviews or other designated partner check-ins with ArmorPoint. ArmorPoint will provide a QBR template in advance, which may include metrics such as license utilization, renewal status, and upsell opportunities. Partner is expected to contribute sales updates and relevant End Customer insights, and to attend with appropriate sales or partner management personnel.
      • Follow-Up Actions. Partner is responsible for addressing any agreed-upon follow-ups related to sales enablement, pipeline progression, or program compliance. Failure to act on open items may impact Partner tier status or discount eligibility.
    2. Responsiveness: Respond promptly to requests related to deal registration, contract changes, renewal planning, or sales enablement activities.
    3. Certification Maintenance: Maintain required certifications across designated functional roles as defined in the Partner Enablement Plan.
    4. Documentation Accuracy: Ensure all submitted documentation, such as deal registrations, license utilization reports, contract change requests, and cancellation notices, is complete, accurate, and submitted within required timeframes.
  7. Audit Rights. ArmorPoint reserves the right to audit Partner records related to End Customer agreements, sales performance, flow-down compliance, and contract value preservation upon reasonable notice. Audits may occur no more than twice per calendar year unless prompted by a suspected breach.

Flow Down Terms Appendix

Reseller Commercial Terms