Legal

Service Provider Commercial Terms

(APPENDIX 1)

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.