Legal

Service Provider Addendum

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 Appendix 2 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.

ArmorPoint Partner Flow Down Terms

Service Provider Commercial Terms Appendix