Legal

The integrity and security you expect.

For Armor to effectively provide security, compliance, performance and managed services, we must be clear about our responsibility to you and your obligations as a customer. The policies and legal covenants outlined below help us assure the highest level of integrity for all our customer environments.

Armor Complete Terms of Service (US)

These Armor Complete Terms of Service, together with the Acceptable Use Policy, Privacy Policy and Armor Complete Service Level Agreement, and any other documents referenced herein and any amendments signed between the parties (collectively, the “Agreement“), govern the provision of Services (as defined below) by Armor Defense Inc. formerly known as FireHost, Inc., a Delaware corporation (“Armor” or “we“) to the person or entity (“you“).

BY EXECUTING AND DELIVERING THE SERVICE ORDER, CLICKING THE “I ACCEPT” BUTTON, SIGNING AN AGREEMENT THAT REFERENCES THESE TERMS OR ACCESSING OR USING ANY OF THE SERVICES, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT.  ANY AMENDMENT TO THE AGREEMENT SHALL BE MADE IN WRITING AND REQUIRE THE SIGNATURE OF BOTH PARTIES.

IN THE EVENT THAT THE PARTIES SIGN A SEPARATE AGREEMENT (INCLUDING BUT NOT LIMITED TO A NEGOTIATED VERSION OF THESE TERMS) THAT DEVIATES FROM THE TERMS OF USE POSTED AT https://www.armor.com/company/legal/, THE TERMS OF THE NEGOTIATED, SIGNED AGREEMENT SHALL CONTROL OVER THE POSTED TERMS IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY.

1A. Definitions Applicable to all Services Subscriptions

“Acceptable Use Policy” or “AUP” means the Armor AUP posted at https://www.armor.com/company/legal/, as such policy may be amended from time to time by Armor.

“Beta Services” means any pre-production versions of Services that are offered by Armor to certain customers for the sole purpose of testing and evaluating such Services.

“Confidential Information” means all confidential and proprietary information of a party disclosed either before or after the effective date of this Agreement and marked as such (if such information is capable of being so marked) regarding such party’s products and business that are disclosed by such party (the “Disclosing Party”) to the other party (the “Receiving Party”) under this Agreement including, but not limited to, the Disclosing Party’s intellectual property. Confidential Information also includes any unpublished prices and other terms of service, audit and security reports, data center designs and other proprietary technology of a party or its licensors. Confidential Information does not include information: (i) in the public domain at the time of delivery, (ii) subsequently published or otherwise made part of the public domain through no fault of the Receiving Party or its representatives, (iii) in the Receiving Party’s possession at the time of disclosure and not acquired by the Receiving Party directly or indirectly from Disclosing Party or its representatives on a confidential basis, (iv) that becomes available to the Receiving Party on a non-confidential basis from a source not under an obligation of confidentiality to the Disclosing Party, or (v) that is independently developed by the Receiving Party without use of or reference to Confidential Information, as evidenced by written records maintained in the ordinary course of business. For clarification, Confidential Information includes Your Account Data, but – except as set forth in Section 10 – does not include Your Services Data.

“Development and Testing Service Level Agreement” means the Armor Service Level Agreement to be applied when provisioning secure cloud servers for development and testing purposes.

“Fees” means the Setup Fees, Recurring Fees, Non-Recurring Fees, and any applicable Early Termination Fees, in each case as described in this Agreement.

“Non-Recurring Fees” means those Fees set forth on the Service Order that are due when and if a particular Service is utilized including, but not limited to, additional infrastructure services used by you during the Term, professional services, implementation fees, or custom development work.

“Privacy Policy” means the Armor Privacy Policy posted at https://www.armor.com/company/legal/, which describes how we collect, utilize, distribute and protect Your Account Data, as such policy may be amended from time to time by Armor.

“Recurrence Period” means the recurring period (such as calendar month) for which you agree to pay for the Services as set forth in the Service Order.

“Recurring Fees” means those Fees set forth on the Service Order that are due on a recurring basis throughout the Term for each Recurrence Period, as adjusted (where applicable) by the Discount (as defined under Section 1B below).

“Service Commencement Date” means that date that you are first given access to the Services.

“Service Contract Period” means calendar month or such other period set forth on the Service Order.

“Service Credit” has the meaning set out in the Service Level Agreement.

“Service Level Agreement” means the Armor Service Level Agreement posted at https://www.armor.com/company/legal/, as such agreement may be amended from time to time by Armor.

“Service Order” means the monthly subscription typically provided in the form of a custom quote and includes, where applicable, any Term and Discount Schedule executed by you and Armor.

“Services” means those services requested by you and provided by Armor as set forth on a Service Order.

“Setup Fees” mean those fees set forth on the Service Order that are due upon the Service Commencement Date and represent the fees necessary to initially setup and configure the Services for your use.

“Support” means the telephone and online technical support provided by Armor in connection with the Services.

“Term” means collectively the Initial Term and any Renewal Terms, with (a) “Initial Term” meaning the period commencing upon the Service Commencement Date and ending either (i) on the one (1) month anniversary thereafter, or (ii) if applicable, upon expiration of the initial Service Contract Period set forth on the Term and Discount Schedule (as defined in Section 1B below) if other than monthly, and (b) “Renewal Term” meaning each subsequent period commencing upon expiration of the Initial Term or prior Renewal Term and ending upon either (i) the one (1) month anniversary thereafter or (ii) if applicable, upon expiration of the recurring Service Contract Period set forth on the Term and Discount Schedule, if other than monthly.

“User” means you or any other person or entity that you permit to access or otherwise use the Services, including where applicable, any separate business customers (each, an “End User”) on whose behalf you may use the Services to provide hosting services.

“Your Account Data” means (i) your general Services account information (including usage statistics, billing, support tickets and other use and support history), and (ii) basic contact information concerning your employees or other Armor account contacts that is required to establish User accounts within the Armor customer portal, to the extent that Armor in each case tracks and stores such data on its own separate administrative servers (such basic contact information consists of names, email addresses and telephone numbers as provided by you or your Users during enrollment).

“Your Services Data” means the data that is transmitted to or from, stored on or otherwise processed by the servers provided by Armor for Your exclusive use in connection with the provision of the Services.  For clarification, Your Services Data does not mean or include Your Account Data.

1B. Additional Definitions Applicable to Negotiated Term and Discount Schedules

“Discount” means the percentage by which the Recurring Fees for discountable products are reduced due to one or more of your commitments made to Armor in a Term and Discount Schedule.

“Monthly Commitment” means the minimum Fees (typically Recurring Fees) to be paid monthly by you as defined in the Term and Discount Schedule.

“Term and Discount Schedule” means a schedule or exhibit to this Agreement signed by you and Armor that provides for a negotiated Discount on Recurring Fees in exchange for your commitment either (i) to a committed extended Initial Term and/or committed extended periods for each Renewal Term (for example, an annual rather than month-to-month subscription commitment) with minimum Recurring Fees, or (ii) to make minimum monthly Recurring Fee payments based on the negotiated Monthly Commitment even if your use of the Services in a given month might fall below the use that corresponds to such minimum Recurring Fees, or (iii) any combination of (i) and (ii) above.

2. Armor Obligations

Armor will not begin providing the Services and Support until you have satisfied Armor’s order approval criteria. Subject to your compliance with this Agreement, Armor will provide the Services and Support to you during the Term in accordance with the commitments made in the Service Level Agreement and in accordance with applicable law. In the event of downtime or other interruption in the provision of the Services (other than due to gross negligence or willful misconduct on the part of Armor), Customer’s sole and exclusive remedy and Armor’s sole obligation is the issuance of Service Credits as set forth in the Service Level Agreement.  Armor has, and will maintain during the Term, the following certifications:

•    HITRUST Certification (to the extent the HITRUST organization continues to offer such certification or until an official HHS/OCR certification becomes available);
•    PCI-DSS Level 1 Service Provider;
•    SSAE 16 SOC 2 Type II; and
•    ISO 27001.

3. Your Obligations

You are solely responsible for (i) the content of any postings, data or transmissions using the Services, or any other use of the Services by a User, (ii) keeping your account permissions, billing, and other account information up to date using the My.Armor.com portal, and (iii) using reasonable security precautions in connection with your use of the Services.

You agree to fully comply with all of the obligations and restrictions set forth in the Acceptable Use Policy. To the extent you use the Services to provide hosting services to End Users, you must ensure that your End Users comply with the Armor Acceptable Use Policy. In the event that Armor notifies you that it has received an abuse complaint that is directly related to your use of the Services, whether such use is by you or your End User, you agree to immediately address said complaint with the relevant Users and to follow-up until such complaint has been resolved to the reasonable satisfaction of Armor.

You agree to comply with all of the terms and conditions of this Agreement, make all payments of Fees when due and comply with any and all laws applicable to your use of the Services. You must immediately notify Armor of any unauthorized use of your account or any other breach of security and cooperate with Armor’s investigation of service outages, security issues or any suspected breach of the terms and conditions of this Agreement.

Certain Services are designed to help you comply with regulatory guidelines that may be applicable to you. You are responsible for understanding the regulatory requirements applicable to your business and for selecting and using the Armor offered Services in a manner that satisfies the requirements. Additionally, if you will use the Services or equipment relating to our provision of the Services to transmit or store payment card information (“cardholder data” as defined in the current version of the Payment Card Industry Data Security Standard (“PCI DSS”)), or protected health information (“PHI”) as defined under the HIPAA/HITECH/Omnibus Rule regulations, you must disclose such intended use to Armor prior to any such transmission and/or storage.

If you are storing, processing or transmitting cardholder data, you agree to execute our standard PCI Addendum so as to allow both you and Armor to meet our respective obligations under the PCI DSS.  If you are storing, processing or transmitting PHI, you agree to execute a Business Associate Agreement (“BAA”) with Armor, and Armor will provide its standard BAA for your review and signature.

To the extent that you elect to opt out of, remove or disable any of the specific Services provided by Armor, you agree that you and not Armor will be responsible and liable for any security incident and/or breach that results from the opt out, removal or disabling of such Service.

Armor may offer you Services with a self-service option where you are responsible for configuring or managing a specific service offered (each, a “Self-Service Option”). To the extent you opt into a Self-Service Option, you agree that you and not Armor will be responsible and liable for any security incident and/or breach that results from your use of the Self-Service Option.

You are solely responsible for ensuring that all of Your Services Data residing on any server provided by Armor is backed up.  Armor assumes no responsibility for the integrity or loss of Your Services Data, and will in no event be liable for direct or indirect damages of any kind (including but not limited to lost profits or any other incidental or consequential damages, even if advised of the possibility of such damage) resulting from loss of Your Services Data.
Your obligations under this Section 3 extend to any entities or persons authorized by you or your affiliates to access either your data (including Your Account Data and Your Services Data) or any programs stored on the Armor systems.

4. Fees

Your initial invoice will include any Setup Fees and the pro-rated portion of the Recurring Fees from the Service Commencement Date until expiration of the initial Recurrence Period. Thereafter, Armor will invoice you in advance for the Recurring Fees and in arrears for the Non-Recurring Fees at the beginning of each Recurrence Period.

The Recurring Fees set forth in the Service Order will remain fixed during the Initial Term. Upon commencement of any Renewal Term, the Recurring Fees for the Services will be subject to the published fees then in-effect at the date of such renewal, unless you and Armor have agreed on an alternative calculation of fees applicable to a Renewal Term through a signed Term and Discount Schedule.

If you and Armor have executed a Term and Discount Schedule, then while such Term and Discount Schedule remains in effect, Armor will invoice you for the Recurring Fees in accordance with the Monthly Commitment as defined in the Term and Discount Schedule. If the Recurring Fees that would otherwise normally be charged to you based on your actual use of the Services fall below the Monthly Commitment, the difference will be added to your credit balance and such balance will be available for you to apply to future monthly invoices where your use of the Services (in terms of applicable Recurring Fees) exceeds the corresponding Monthly Commitment. You can apply a credit balance to a future invoice, but your application of such credit balance may not cause the Recurring Fees to fall below the Monthly Commitment, and your ability to apply the outstanding credit balance will expire at the end of the relevant Initial Term or Renewal Term (the credit cannot be carried over to your next Renewal Term).

5. Payments

Armor will commence providing the Services upon receipt of the first payment due under the Service Order. Unless otherwise agreed by Armor, payment for Services is due on the invoice date. If payment is not made on the invoice date, you will be required to maintain a balance in your account for the first and last month of Services at the commencement of the Initial Term. Any amount not fully paid within twenty-eight (28) days when due will bear late payment interest at the rate of the lesser of 1.5% per month or the highest rate permitted by law from the due date until paid. You will be liable for all costs and expenses incurred by Armor in collecting amounts that are past due, including reasonable attorneys’ fees.

You agree to be responsible for and pay, and to reimburse Armor on request if Armor is required to pay, any sales, use, value-added or other tax (excluding any tax that is based on Armor’s net income), assessment, duty, tariff, or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on the Services.
Any Service Credit that you may earn under the Service Level Agreement will be applied only as a credit to Fees due from you for future Services, and will not be paid to you as a refund.

You must notify Armor in writing of any disputed Fees within thirty (30) days of the invoice date for such Fees. If you do not notify Armor within such period, then (absent manifest error) you waive any right to dispute such amounts, either directly or indirectly or as a set-off, or defense in any action or efforts to collect amounts due to Armor.

6. Suspension of Services

You acknowledge and agree that Armor may suspend providing the Services to you, in whole or in part, upon advance written notice with respect to (i) and (ii), if (i) you fail to pay the Fees due Armor for a period of twenty-eight (28) days after the date of the invoice, (ii) you, or any of your End Users, are in violation of the Acceptable Use Policy, (iii) you fail to reasonably cooperate with Armor’s investigation of any suspected breaches of this Agreement or security concerns relating to your environment, (iv) Armor reasonably believes that suspension of the Services is necessary to protect the Armor environment generally, or (v) Armor is obligated to suspend Services via subpoena, court order or otherwise as required by law. Armor may restrict access to your data stored on Armor’s servers during any suspension. In the event of any suspension of Services pursuant to subsections (i), (ii) or (iii), you agree to pay Armor a reconnection fee of $150.00 as a condition of reactivation of the Services, in addition to full payment of the balance due on the account, including any interest charged for late payment.  TO THE EXTENT ARMOR TAKES ANY SUSPENSION ACTION AS AUTHORIZED BY THIS SECTION, IT WILL NOT BE LIABLE TO YOU OR ANY ONE CLAIMING BY OR THROUGH YOU FOR DAMAGES. The suspension remedies set forth in this Section will not preclude Armor from pursuing other remedies available by statute or otherwise permitted by law.

7. Term

Your subscription for the Services will be for the Term. This Agreement will automatically renew for successive Renewal Terms at the end of the Initial Term and each Renewal Term; provided, however, that either party may terminate this Agreement for convenience by providing the other with written notice of non-renewal at least thirty (30) days prior to the commencement of a Renewal Term. If you wish to cancel the Services for convenience prior to the end of the Term, you may do so, but (i) you will not be entitled to any credits or refunds for any prepaid Fees, and (ii) if you and Armor are parties to a Term and Discount Schedule with an extended Initial Term and/or committed extended periods for each Renewal Term (for example, an annual rather than month-to-month subscription commitment), then as a condition of early cancellation you must pay Armor a Fee – the “Early Termination Fee” – equal to eighty-five (85%) percent of the Monthly Commitment for Recurring Fees times the number of full or partial months remaining in the Term, and no Services Credit earned by you will be applied to this Early Termination Fee. Any Early Termination Fee will be due and payable upon receipt of invoice. You should communicate any non-renewal notice by entering an appropriate ticket in the My.Armor.com portal. Armor will communicate any non-renewal notice pursuant to the notice provisions in Section 18 below. You agree that you will remove Your Services Data from the Armor systems by the effective date of expiration or termination.

8. Termination for Breach

Without limiting your right to early termination pursuant to Section 7, you may terminate this Agreement in the event of a material breach by Armor upon no less than fifteen (15) business days prior written notice and opportunity to cure such material breach.

Without limiting Armor’s rights to suspend the Services pursuant to Section 6, Armor may terminate this Agreement in the event of a material breach by you upon no less than fifteen (15) business days prior written notice and opportunity to cure such material beach. Notwithstanding the foregoing, Armor reserves the right to terminate this Agreement immediately in the event of a material breach of the Acceptable Use Policy that threatens Armor or its systems or environments, or that Armor determines is likely to continue given the nature of the breach.

Termination of this Agreement for breach will not relieve you of the requirement to pay Fees for Services provided prior to the effective date of termination.

9. Maintenance

Armor may from time to time conduct routine tests, maintenance, upgrade or repair on any part of its networks, and will use commercially reasonable efforts to give you prior notice thereof (including at least fourteen (14) days’ prior written notice of any Services-impacting maintenance period; any such maintenance period shall be performed outside of business hours, as defined by the location of the Datacenter in which Your Services Data is hosted). You acknowledge that there may be instances where it is not practicable for Armor to give advance notice of a disruption, for example, in the event of an emergency, and Armor will be entitled to disrupt the Services without prior notice as reasonable to conduct emergency restoration and remediation work.

10. Confidential Information; Data Security

Each party will safeguard and keep confidential all Confidential Information of the other and will return the other’s Confidential Information upon request, except to the extent further retention of such Confidential Information is necessary for a party to perform any post-termination obligations or exercise any post-termination rights under this Agreement. Each party agrees to safeguard the other’s Confidential Information using measures that are equal to the standard of performance used by the Receiving Party to safeguard its own Confidential Information of comparable value, but in no event less than reasonable care. Neither party will use any Confidential Information of the other party for any purpose except to implement its rights and obligations under this Agreement and as otherwise expressly contemplated by this Agreement; provided, however, that if any party or its representatives is requested or required to disclose any Confidential Information by a subpoena or court order, that party will promptly notify the other party (unless prohibited by such subpoena or order) of such request or requirement so that the other party may seek an appropriate protective order or other appropriate relief and/or waive compliance with provisions of this Agreement, and if, in the absence of such relief or waiver hereunder, a party or its representative are, in the opinion of its counsel, legally compelled to disclose Confidential Information, then that party may disclose so much of the Confidential Information as is, according to such opinion, required, without liability hereunder.

You acknowledge that in the ordinary course of the provision of Services, Armor will rarely if ever have any access to or control or in any way handle Your Services Data, including any cardholder data, PHI, personally identifiable information (“PII”) or other Confidential Information that may reside within Your Services Data, and that all access to and control of Your Services Data will, except under extraordinary circumstances, remain under your exclusive administrative domain and control.  Nothing in this Agreement shall imply any duty or obligation on Armor’s behalf to supervise or advise you on the manner in which you administer access to and control of Your Services Data, and the provisions in this Section applicable to the handling of Confidential Information residing within Your Services Data only apply to Armor in those unlikely and extraordinary scenarios where Armor does gain actual access to and control over Your Services Data.  Armor does have access to limited PII (typically name, address, telephone number and email addresses for your contact personnel involved in the receipt of the Services) and similar Confidential Information to the extent included within Your Account Data, and Armor agrees to protect such information per the provisions in this Section.

11. Limited Warranty

Armor represents that it will provide the Services in compliance with its Service Level Agreement. EXCEPT FOR THIS WARRANTY, ARMOR AND ITS LICENSORS DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED RELATING TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. ARMOR SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. FURTHER, ARMOR MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING, AND WILL HAVE NO LIABILITY WITH RESPECT TO, THE ACCURACY, DEPENDABILITY, PRIVACY, SECURITY, AUTHENTICITY OR COMPLETENESS OF DATA TRANSMITTED OVER THE INTERNET, OR ANY INTRUSION, VIRUS, DISRUPTION, LOSS OF COMMUNICATION, LOSS OR CORRUPTION OF DATA, OR OTHER ERROR OR EVENT CAUSED OR PERMITTED BY OR INTRODUCED THROUGH THE INTERNET OR THE SERVERS UPON WHICH THE SERVICES ARE PROVIDED. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING ADEQUATE FIREWALL, PASSWORD AND OTHER SECURITY MEASURES TO PROTECT YOUR SYSTEMS, DATA AND APPLICATIONS FROM UNWANTED INTRUSION, WHETHER OVER THE INTERNET OR BY OTHER MEANS.

12. Limitation of Liability

EXCEPT FOR ARMOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, ARMOR AND ITS LICENSORS’ CUMULATIVE LIABILITY TO YOU AND ALL OTHER PARTIES FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SERVICES OR ANY FAILURE OR DELAY IN DELIVERING THE SERVICES WILL NOT EXCEED (a) THE TOTAL FEES PAID BY YOU FOR THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED, PLUS (b) IF THE AGREEMENT IS TERMINATED BY YOU UNDER SECTION 8 DUE TO SUCH BREACH AND YOUR RECURRENCE PERIOD IS LONGER THAN ONE MONTH, ANY ADDITIONAL FEES PREPAID BY YOU RELATING TO THE CANCELLED PORTION OF THE TERM.  EXCEPT TO THE EXTENT SET FORTH IN THE SERVICE LEVEL AGREEMENT, ARMOR WILL HAVE NO LIABILITY SHOULD THERE BE ANY DELAY IN THE PROVISION OF THE SERVICES.

ARMOR AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR ANY DATA SUPPLIED THEREWITH, OR ANY FAILURE OR DELAY IN DELIVERING THE SERVICES, EVEN IF ARMOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Indemnification

Armor will defend, indemnify and hold you, your affiliates or any of your or their respective employees, agents or suppliers, harmless from and against any and all costs, liabilities, judgments, actions and expenses (including, but not limited to, reasonable attorneys’ fees and fees of experts) (collectively, “Losses”) arising out of any threatened or actual third party claim, suit, action, arbitration or proceeding (collectively, “Claims”) arising out of or relating to (i) Armor’s gross negligence or willful misconduct, or (ii) a claim that the Services as provided by Armor under this Agreement infringe upon the United States patent or copyright of a third party; provided in each case that (a) you give Armor prompt written notice of the Claim, (b) you permit Armor sole control over the defense and/or settlement of the Claim and (c) you reasonably cooperate with Armor in the defense and or settlement of the Claim. You will defend, indemnify and hold Armor, its affiliates or any of its or their respective employees, agents or suppliers, harmless from and against any and all Losses arising out of or relating to Claims arising out of or relating to (i) your gross negligence or willful misconduct, or (ii) your violation of the Acceptable Use Policy or the law; provided in each case that (a) Armor gives you prompt written notice of the Claim, (b) Armor permits you sole control over the defense and settlement of the Claim and (c) Armor reasonably cooperates with you in the defense and/or settlement of the Claim. Your obligations under this Section 13 include Claims arising out of acts or omissions by your employees, Users and any other person who gains access to the Services as a result of your failure to use reasonable security measures.

14. Ownership of Intellectual Property; Software; Hardware and IP Addresses

Each of us will retain all right, title and interest in and to our respective intellectual property rights, including without limitation, all patents, inventions, trademarks, copyrights and trade secrets. Any intellectual property used, developed or otherwise reduced to practice in providing the Services to you will be the sole and exclusive property of Armor and/or its licensors, unless we specifically agree in writing otherwise. You agree not to access or use any aspect of the Services for the purposes of developing a competing product or service.

You acknowledge and agree that you do not acquire any ownership interest in any of the servers or other hardware used to provide the Services hereunder. Similarly, we do not acquire any ownership interest in Your Services Data that you store on the servers or transmit via the Services.

You acknowledge and agree that we do and will use third party software and hardware in the provision of Services. Accordingly, you agree to abide by the terms and conditions of any applicable end user licenses or other agreements relating to the use of such hardware or software.

You acknowledge and agree that any IP addresses that Armor may assign to you in connection with the Services are registered to and owned by Armor and upon any expiration or termination of this Agreement, you agree to release and cease using any such IP addresses.

15. Beta Services

If you elect to participate in any evaluation or test of any Beta Services, then you acknowledge that: (i) such Beta Services are provided “AS IS, AS AVAILABLE” with no warranty whatsoever; (ii) the Beta Services are a pre-release, pre-production version and may not work properly and that your use of the Beta Services may expose you to unusual risks of operational failures; (iii) Beta Services should not be used in a live production environment; and (iv) you must not use the Beta Services where their use could affect any systems relating to the control of hazardous environments, life support, or weapons systems.

You agree to provide prompt feedback regarding your experience with the Beta Services in a form reasonably requested by us, including information necessary to enable us to duplicate errors or problems that you may experience. You agree that all information regarding your beta test, including your experience with and opinions regarding the Beta Services, will be deemed our Confidential Information, as defined above, and you agree not to disclose such testing results or experiences with any third party or use them for any purpose other than providing feedback to Armor.

You agree that we may use your feedback for any purpose whatsoever, including product development purposes. At our request you will provide us with comments that we may use publicly for press materials and marketing collateral. Any intellectual property inherent in your feedback or arising from your testing of the Beta Services will be owned exclusively by Armor.

The commercially released version of the Beta Services may change substantially from the pre-release version, and programs that use or run with the pre-release version may not work with the commercial release or subsequent releases.

You are not entitled to any Service Credits under our Service Level Agreement for downtime or other problems that may result from your use of the Beta Services. Subject to the foregoing limitations, the maximum aggregate liability of Armor and any of its employees, agents, affiliates, or suppliers, under any theory of law (including breach of contract, tort, strict liability, and infringement) for harm to you arising from your use of the Beta Services will be a payment of money not to exceed One Hundred Dollars ($100.00).

We may terminate the Beta Services at any time, in our sole discretion.

16. API License

To the extent your Services includes a license to the Armor application program interface (“API”) and any sample code or scripts (“Sample Code”), your use of the API, Sample Code and any related documentation will be subject to the separate Armor API License located at https://www.armor.com/company/legal/, the terms of which are incorporated herein by reference.

17. Insurance

Armor will, at its own expense, obtain and maintain insurance of a type and amount as may be reasonable to protect its interests and obligations connected with performance under this Agreement. Armor will, within thirty (30) days of your written request, provide you with a certificate of insurance evidencing such coverage, provided that the existence of such insurance will in no way expand or limit Armor’s liability hereunder.

18. Miscellaneous

Non-Solicitation. During the Term, and for a period of twelve (12) months thereafter, each party agrees not to solicit for a permanent or other position any employee or subcontractor of the other party to whom that party was introduced or who worked on a project involving the parties without the prior written consent of the non-hiring party. This non-solicitation clause shall not apply to nor prohibit either party from posting job openings on its web site or otherwise advertising job openings through industry or mass-media publications, recruitment web sites, or generally advertised job fairs, or from responding to and hiring individuals who initiate contact with such party concerning job opportunities.

Force Majeure. Armor will not be deemed to be in breach of this Agreement and will have no liability hereunder if its obligations are delayed or prevented by any reason of any act of God, war, terrorism, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, failure of any transportation or communication system, non-performance of any of your agents or your third party providers (including, without limitation, the failure or performance of common carriers, interchange carriers, local exchange carriers, internet service providers, suppliers, subcontractors) or any other cause beyond its reasonable control.

Marketing. Commencing with your delivery of a Service Order, you agree that Armor may make immediate mention of your status as a client in reasonable and acceptable marketing collateral, and on any Armor website solely owned and operated by Armor.

Notice of Disputes. Each party must notify the other party of any dispute or alleged breach of this Agreement in writing within a reasonable time, and in no event longer than sixty (60) days after such party learns of the facts or event from which the relevant dispute or alleged breach arises, so as to permit the parties to attempt to resolve the claim.   Other than an action for breach of confidentiality or indemnification, neither party may maintain an action against the other party under this Agreement unless timely written notice has been given as provided above.

Notices. Except to the extent that notices may be sent by electronic mail as specifically set forth in this Agreement, notices under this Agreement will be sufficient only if (i) mailed by certified or registered mail, return receipt requested, (ii) sent by internationally recognized overnight carrier or (iii) personally delivered. Notices will be deemed delivered upon receipt by the other party. Notices to you will be sent to the mailing address then set forth on the account tab in your My.Armor.com portal. Notices to Armor will be sent to Armor Defense Inc., 2360 Campbell Creek, Suite 525, Richardson, TX 75082, Attn: Legal. Either party may change its notice address from time to time by written notice to the other party (you may also change your notice address through updates to your account information on your My.Armor.com portal).

Survival. The provisions of Sections 1, 10, 11, 12, 13, 14 and 18 will survive any termination or expiration of this Agreement.

Modification; Authority; Assignment. Without limiting Armor’s rights to modify the Acceptable Use Policy or Service Level Agreement as set forth therein, Armor may modify any aspect of this Agreement upon sixty (60) days’ prior notice; provided, that if you are a party to a Term and Discount Schedule you may have the additional rights set forth below. If you are a party with Armor to a Term and Discount Schedule that includes an extended committed Initial Term and/or Renewal Term, then notwithstanding the foregoing, (i) any changes to the Service Level Agreement or this Agreement will not apply until your next Renewal Period, and (ii) in the event a change to the Acceptable Use Policy impacts any aspect of your business as currently or historically operated, Armor agrees upon receipt of request from you to promptly negotiate in good faith an amendment to this Agreement to provide for an appropriate exception or waiver of the Acceptable Use Policy to the extent such amendment or waiver would be consistent with applicable law and not expose Armor to undue risk or liability exposure.  If the prior sentence does not apply to you, and you wish to terminate this Agreement as a result of any such modification described above, you may do so by sending a notice of termination via a Ticket in the My.Armor.com Customer portal any time prior to the effective date of such modification; otherwise, such modification will remain in effect for the remainder of the Term.

You acknowledge that you have the authority to enter in to this Agreement on behalf of your company and that you may authorize other individuals to purchase additional Services. This Agreement binds any of your authorized Users, as well as your heirs, executors, successors, and assigns.

This Agreement may not be assigned by you without the prior written consent of Armor, which will not be unreasonably withheld or delayed.

Disputes. Any dispute between the parties arising under this Agreement that has not been settled by negotiation will be submitted to mediation administered by the American Arbitration Association (“AAA”) under its Commercial Mediation Procedures. The parties agree to share equally the mediator’s fee and administrative costs of mediation but will bear their own attorney fees, expenses, and costs. If the parties are unable to settle their dispute by mediation, the parties agree to submit their dispute to binding arbitration before a sole arbitrator in accordance with the Expedited Procedures of the AAA’s Commercial Arbitration Rules. Arbitration will take place in a mutually agreeable location, and if the parties cannot agree on a location then the arbitration will be held in the State and County where the party defending the arbitration has its US headquarters.  Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The parties agree to share equally the arbitrator’s fee and administrative costs of arbitration but will bear their own attorney fees, expenses, and costs. Nothing in this Section will prevent either party from resorting to judicial proceedings if: (a) good faith efforts to resolve the dispute under these procedures have been unsuccessful; or (b) interim relief from a court is necessary to prevent serious and irreparable injury to one party or to others.

Governing Law; Jurisdiction. This Agreement is governed by the laws of the State of Texas, excluding its conflicts of laws principles. Subject to the arbitration provisions set forth above, each party submits to the exclusive jurisdiction of the federal and state courts of the State of Texas; provided, however, that Armor will have the right to institute judicial proceedings against you or anyone acting by, through or under you, in other jurisdictions in order to enforce Armor’s rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.

General. This Agreement, together with the Acceptable Use Policy, Privacy Policy and Service Level Agreement, any other documents referenced herein and any amendments signed between the parties, constitutes the entire understanding between Armor and you with respect to subject matter hereof. Terms and conditions as set forth in any purchase order which differ from, conflict with, or are not included in this Agreement, will not become part of this Agreement.

Armor Complete Terms of Service (UK)

These Armor Complete Terms of Service, together with the Acceptable Use Policy, Privacy Policy and Armor Complete Service Level Agreement and any other documents referenced herein and any amendments signed between the parties (collectively, this “Agreement“) is made between Armor Defense Limited, a private limited company established in the United Kingdom, with a registered office at 5 New Square Street, London, EC4A 3TW (“Armor” or “we“) and the person or entity (“you“) that executes and delivers a Service Order (“Service Order“) for the provision of services set forth on the Service Order.

BY EXECUTING AND DELIVERING THE SERVICE ORDER, CLICKING THE “I ACCEPT” BUTTON, SIGNING AN AGREEMENT THAT REFERENCES THESE TERMS OR ACCESSING OR USING ANY OF THE SERVICES, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. ANY AMENDMENT TO THE AGREEMENT SHALL BE MADE IN WRITING AND REQUIRE THE SIGNATURE OF BOTH PARTIES.

IN THE EVENT THAT THE PARTIES SIGN A SEPARATE AGREEMENT (INCLUDING BUT NOT LIMITED TO A NEGOTIATED VERSION OF THESE TERMS) THAT DEVIATES FROM THE TERMS OF USE POSTED AT https://www.armor.com/company/legal/, THE TERMS OF THE NEGOTIATED, SIGNED AGREEMENT SHALL CONTROL OVER THE POSTED TERMS IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY.

1A. Definitions Applicable to all Services Subscriptions

Acceptable Use Policy” or “AUP” means the Armor AUP, posted at https://www.armor.com/company/legal/, as such policy may be amended from time to time by Armor.

Beta Services” means any pre-production versions of Services that are offered by Armor to certain customers for the sole purpose of testing and evaluating such Services.

Confidential Information” means all confidential and proprietary information of a party disclosed either before or after the effective date of this Agreement and marked as such (if such information is capable of being so marked) regarding such party’s products and business that are disclosed by such party (the “Disclosing Party“) to the other party (the “Receiving Party“) under this Agreement including, but not limited to, the Disclosing Party’s intellectual property. Confidential Information also includes any unpublished prices and other terms of service, audit and security reports, data center designs and other proprietary technology of a party or its licensors. Confidential Information does not include information: (i) in the public domain at the time of delivery, (ii) subsequently published or otherwise made part of the public domain through no fault of the Receiving Party or its representatives, (iii) in the Receiving Party’s possession at the time of disclosure and not acquired by the Receiving party directly or indirectly from Disclosing Party or its representatives on a confidential basis, (iv) that becomes available to the Receiving Party on a non-confidential basis from a source not under an obligation of confidentiality to the Disclosing Party, or (v) information that is independently developed without use of or reference to the Confidential Information, as evidenced by written records maintained in the ordinary course of business. For clarification, Confidential Information includes Your Account Data, but – except as set forth in Section 10 – does not include Your Services Data.

Fees” means the Setup Fees, Recurring Fees and Non-Recurring Fees, and any applicable Early Termination Fees, in each case as described in this Agreement.

Non-Recurring Fees” means those fees set forth on the Service Order that are due when and if a particular Service is utilized including, but not limited to, additional infrastructure services used by you during the Term, professional services, implementation fees, or custom development work.

Privacy Policy” means the Armor Privacy Policy, posted at https://www.armor.com/company/legal/, which describes how we collect, utilize, distribute and protect Your Account Data, as such policy may be amended from time to time by Armor.

Recurrence Period” means the recurring period (such as calendar month) for which you agree to pay for the Services as set forth in the Service Order.

Recurring Fees” means those fees set forth on the Service Order that are due on a recurring basis throughout the Term for each Recurrence Period, as adjusted (where applicable) by the Discount (as defined under Section 1B below).

Service Commencement Date” means that date that you are first given access to the Services.

Service Contract Period” means calendar month or such other period set forth on the Service Order.

Service Credits” shall have the meaning set out in the Service Level Agreement;

Service Level Agreement” means the Armor Service Level Agreement, posted at https://www.armor.com/company/legal/, as such agreement may be amended from time to time by Armor.

Service Order” means the monthly subscription typically provided in the form of a custom quote and includes, where applicable, any Term and Discount Schedule executed by you and Armor.

Services” means those services requested by you and provided by Armor as set forth on a Service Order.

Setup Fees” mean those fees set forth on the Service Order that are due upon the Service Commencement Date and represent the fees necessary to initially setup and configure the Services for your use.

Support” means the telephone and online technical support provided by Armor in connection with the Services.

Term” means collectively the Initial Term and any Renewal Terms, with (a) “Initial Term” meaning the period commencing upon the Service Commencement Date and ending either (i) on the one (1) month anniversary thereafter, or (ii) if applicable, upon expiration of the initial Service Contract Period set forth on the Term and Discount Schedule (as defined in Section 1B below) if other than monthly, and (b) “Renewal Term” meaning each subsequent period commencing upon expiration of the Initial Term or prior Renewal Term and ending upon either (i) the one (1) month anniversary thereafter or (ii) if applicable, upon expiration of the recurring Service Contract Period set forth on the Term and Discount Schedule, if other than monthly.

User” means you or any other person or entity that you permit to access or otherwise use the Services, including where applicable, any separate business customers (each, an “End User“) on whose behalf you may use the Services to provide hosting services.

Your Account Data” means (i) your general Services account information (including usage statistics, billing, support tickets and other use and support history), and (ii) basic contact information concerning your employees or other Armor account contacts that is required to establish User accounts within the Armor customer portal, to the extent that Armor in each case tracks and stores such data on its own separate administrative servers (such basic contact information consists of names, email addresses and telephone numbers as provided by you or your Users during enrollment).

Your Services Data” means the data that is transmitted to or from, stored on or otherwise processed by the servers provided by Armor for Your exclusive use in connection with the provision of the Services.  For clarification, Your Services Data does not mean or include Your Account Data.

1B. Additional Definitions Applicable to Negotiated Term and Discount Schedules

Discount” means the percentage by which the Recurring Fees are reduced due to one or more of your commitments made to Armor in a Term and Discount Schedule

Monthly Commitment” means the minimum Fees (typically Recurring Fees) to be paid monthly by you as defined in the Term and Discount Schedule.

“Term and Discount Schedule” means a schedule or exhibit to this Agreement signed by you and Armor that provides for a negotiated Discount on Recurring Fees in exchange for your commitment either (i) to a committed extended Initial Term and/or committed extended periods for each Renewal Term (for example, an annual rather than month-to-month subscription commitment) with minimum Recurring Fees, or (ii) to make minimum monthly Recurring Fee payments based on the negotiated Monthly Commitment even if your use of the Services in a given month might fall below the use that corresponds to such minimum Recurring Fees, or (iii) any combination of (i) and (ii) above.

2. Armor Obligations

Armor will not begin providing the Services and Support until you have satisfied Armor’s order approval criteria. Subject to your compliance with this Agreement, Armor will provide the Services and Support to you during the Term in accordance with the commitments made in the Service Level Agreement and in accordance with applicable law. In the event of downtime or other interruption in the provision of the Services (other than due to gross negligence or willful misconduct on the part of Armor), Customer’s sole and exclusive remedy and Armor’s sole obligation is the issuance of Service Credits as set forth in the Service Level Agreement.  Armor has, and will maintain during the Term, the following certifications:

  • HITRUST Certification (to the extent the HITRUST organization continues to offer such certification or until an official HHS/OCR certification becomes available);
  • PCI-DSS Level 1 Service Provider;
  • SSAE 16 SOC 2 Type II; and
  • ISO 27001.
3. Your Obligations

You are solely responsible for (i) the content of any postings, data or transmissions using the Services, or any other use of the Services by a User, (ii) keeping your account permissions, billing, and other account information up to date using the MyArmor.com portal, and (iii) using reasonable security precautions in connection with your use of the Services.

You agree to fully comply with all of the obligations and restrictions set forth in the Acceptable Use Policy.  To the extent you use the Services to provide hosting services to End Users, you must ensure that your End Users comply with the Armor Acceptable Use Policy.  In the event that Armor notifies you that it has received an abuse complaint that is directly related to your use of the Services, whether such use is by you or your End Users, you agree to immediately address said complaint with the relevant Users and to follow-up until said compliant has been resolved to the reasonable satisfaction of Armor.

You agree to comply with all of the terms and conditions of this Agreement, make all payments of Fees when due and comply with any and all laws applicable to your use of the Services. You must immediately notify Armor of any unauthorized use of your account or any other breach of security and cooperate with Armor’s investigation of service outages, security issues or any suspected breach of the terms and conditions of this Agreement.

Certain Services are designed to help you comply with regulatory guidelines that may be applicable to you.  You are responsible for understanding the regulatory requirements applicable to your business and for selecting and using the Armor offered Services in a manner that satisfies the requirements. Additionally, if you will use the Services or equipment relating to our provision of the Services to transmit or store payment card information (“cardholder data” as defined in the current version of the Payment Card Industry Data Security Standard (“PCI DSS”)), or protected health information (“PHI”) as defined under the HIPAA/HITECH/Omnibus Rule regulations, you must disclose such intended use to Armor prior to any such transmission and/or storage.

If You are storing, processing or transmitting cardholder data, you agree to execute our standard PCI Addendum so as to allow both you and Armor to meet our respective obligations under the PCI DSS.  If you are storing, processing or transmitting PHI, you agree to execute a Business Associate Agreement (“BAA”) with Armor, and Armor will provide its standard BAA for your review and signature.

To the extent that you elect to opt out of, remove or disable any of the specific Services provided by Armor, you agree that you and not Armor will be responsible and liable for any security incident and/or breach that results from the opt out, removal or disabling of such Service.

Armor may offer you Services with a self-service option where you are responsible for configuring or managing a specific service offered (each, a “Self-Service Option“). To the extent you opt into a Self-Service Option, you agree that you and not Armor will be responsible and liable for any security incident and/or breach that results from your use of the Self-Service Option.

You are solely responsible for ensuring that all of Your Services Data residing on any server provided by Armor is backed up.  Armor assumes no responsibility for the integrity or loss of Your Services Data, and will in no event be liable for direct or indirect damages of any kind (including but not limited to lost profits or any other incidental or consequential damages, even if advised of the possibility of such damage) resulting from loss of Your Services Data.

Your obligations under this Section 3 extend to any entities or persons authorized by you or your affiliates to access either your data (including Your Account Data and Your Services Data) or any programs stored on the Armor systems.

4. Fees

Your initial invoice will include any Setup Fees and the pro-rated portion of the Recurring Fees from the Service Commencement Date until expiration of the initial Recurrence Period. Thereafter, Armor will invoice you in advance for the Recurring Fees and in arrears for the Non-Recurring Fees at the beginning of each Recurrence Period.

The Recurring Fees set forth in the Service Order will remain fixed during the Initial Term. Upon commencement of any Renewal Term, the Recurring Fees for the Services will be subject to the published fees then in-effect at the date of such renewal, unless you and Armor have agreed on an alternative calculation of fees applicable to a Renewal Term through a signed Term and Discount Schedule.

If you and Armor have executed a Term and Discount Schedule, then while such Term and Discount Schedule remains in effect, Armor will invoice you for the Recurring Fees in accordance with the Monthly Commitment as defined in the Term and Discount Schedule. If the Recurring Fees that would otherwise normally be charged to you based on your actual use of the Services fall below the Monthly Commitment, the difference will be added to your credit balance and such balance will be available for you to apply to future monthly invoices where your use of the Services (in terms of applicable Recurring Fees) exceeds the corresponding Monthly Commitment. You can apply a credit balance to a future invoice, but your application of such credit balance may not cause the Recurring Fees to fall below the Monthly Commitment, and your ability to apply the outstanding credit balance will expire at the end of the relevant Initial Term or Renewal Term (the credit cannot be carried over to your next Renewal Term).

5. Payments

Armor will commence providing the Services upon receipt of the first payment due under the Service Order. Unless otherwise agreed by Armor, payment for Services is due on the invoice date. If payment is not made on the invoice date, you will be required to maintain a balance in your account for the first and last month of Services at the commencement of the Initial Term. Any amount not fully paid within twenty-eight (28) days when due will bear late payment interest at the rate of the lesser of 1.5% per month or the highest rate permitted by law from the due date until paid. You will be liable for all costs and expenses incurred by Armor in collecting amounts that are past due, including reasonable attorneys’ fees.

You agree to be responsible for and pay, and to reimburse Armor on request if Armor is required to pay, any sales, use, value-added or other tax (excluding any tax that is based on Armor’s net income), assessment, duty, tariff, or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on the Services.

Any Service Credit that you may earn under the Service Level Agreement will be applied only as a credit to Fees due from you for future Services, and will not be paid to you as a refund.

You must notify Armor in writing of any disputed Fees within thirty (30) days of the invoice date for such Fees. If you do not notify Armor within such period, then (absent manifest error), you waive any right to dispute such amounts, either directly or indirectly or as a set-off, or defense in any action or efforts to collect amounts due to Armor.

6. Suspension of Services

You acknowledge and agree that Armor may suspend providing the Services to you, in whole or in part, upon advance written notice with respect to (i) and (ii) , if (i) you fail to pay the Fees due to Armor for a period of twenty-eight (28) days after the date of the invoice, (ii) you, or any of your End Users, are in violation of the Acceptable Use Policy, (iii) you fail to reasonably cooperate with Armor’s investigation of any suspected breaches of this Agreement or security concerns relating to your environment, (iv) Armor reasonably believes that suspension of the Services is necessary to protect the Armor environment generally, or (v) Armor is obligated to suspend Services via subpoena, court order or otherwise as required by law. Armor may restrict access to your data stored on Armor’s servers during any suspension. In the event of any suspension of Services pursuant to subsections (i), (ii) or (iii), you agree to pay Armor a reconnection fee of £150.00 as a condition of reactivation of the Services, in addition to full payment of the balance due on the account, including any interest charged for late payment interest. TO THE EXTENT ARMOR TAKES ANY SUSPENSION ACTION AS AUTHORIZED BY THIS SECTION, IT WILL NOT BE LIABLE TO YOU OR ANY ONE CLAIMING BY OR THROUGH YOU FOR DAMAGES. The suspension remedies set forth in this Section will not preclude Armor from pursuing other remedies available by statute or otherwise permitted by law.

7. Term and Termination for Convenience

Your subscription for the Services will be for the Term. This Agreement will automatically renew for successive Renewal Terms at the end of the Initial Term and each Renewal Term; provided, however, that either party may terminate this Agreement for convenience by providing the other with written notice of non-renewal at least thirty (30) days prior to the commencement of a Renewal Term.

If you wish to cancel the Services for convenience prior to the end of the Term, you may do so, but (i) you will not be entitled to any credits or refunds for any prepaid Fees, and (ii) if you and Armor are parties to a Term and Discount Schedule with an extended Initial Term and/or committed extended periods for each Renewal Term (for example, an annual rather than month-to-month subscription commitment), then as a condition of early cancellation you must pay Armor a Fee – the “Early Termination Fee” – equal to eighty-five (85%) percent of the Monthly Commitment for Recurring Fees times the number of full or partial months remaining in the Term, and no Services Credit earned by you will be applied to this Early Termination Fee. Any Early Termination Fee will be due and payable upon receipt of invoice. You should communicate any non-renewal notice by entering an appropriate ticket in the MyArmor.com portal. Armor will communicate any non-renewal notice pursuant to the notice provisions in Section 18 below. You agree that you will remove Your Services Data from the Armor systems by the effective date of expiration or termination.

8. Termination for Breach

Without limiting your right to early termination pursuant to Section 7, you may terminate this Agreement in the event of a material breach by Armor upon no less than fifteen (15) days prior written notice and opportunity to cure such material breach.

Without limiting Armor’s rights to suspend the Services pursuant to Section 6, Armor may terminate this Agreement in the event of a material breach by you upon no less than fifteen (15) days prior written notice and opportunity to cure such material beach. Notwithstanding the foregoing, Armor reserves the right to terminate this Agreement immediately in the event of a material breach of the Acceptable Use Policy that threatens Armor or its systems or environments, or that Armor determines is likely to continue given the nature of the breach.

Termination of this Agreement for breach will not relieve you of the requirement to pay Fees for Services provided prior to the effective date of termination.

9. Maintenance

Armor may from time to time conduct routine tests, maintenance, upgrade or repair on any part of its networks, and will use commercially reasonable efforts to give you prior notice thereof (including at least fourteen (14) days’ prior written notice of any Services-impacting maintenance period; any such maintenance period shall be performed outside of business hours, as defined by the location of the Datacenter in which Your Services Data is hosted). You acknowledge that there may be instances where it is not practicable for Armor to give advance notice of a disruption, for example, in the event of an emergency, and Armor will be entitled to disrupt the Services without prior notice as reasonable to conduct emergency restoration and remediation work.

10. Confidential Information and Data Protection

Each party will safeguard and keep confidential all Confidential Information of the other and will return the other’s Confidential Information upon request, except to the extent further retention of such Confidential Information is necessary for a party to perform any post-termination obligations or exercise any post-termination rights under this Agreement. Each party agrees to safeguard the other’s Confidential Information using measures that are equal to the standard of performance used by the Receiving Party to safeguard its own Confidential Information of comparable value, but in no event less than reasonable care. Neither party will use any Confidential Information of the other party for any purpose except to implement its rights and obligations under this Agreement and as otherwise expressly contemplated by this Agreement; provided, however, that if any party or its representatives is requested or required to disclose any Confidential Information by a subpoena or court order, that party will promptly notify the other party (unless prohibited by such subpoena or order) of such request or requirement so that the other party may seek an appropriate protective order or other appropriate relief and/or waive compliance with provisions of this Agreement, and if, in the absence of such relief or waiver hereunder, a party or its representative are, in the opinion of its counsel, legally compelled to disclose Confidential Information, then that party may disclose so much of the Confidential Information as is, according to such opinion, required, without liability hereunder.

In relation to all “Personal Data” (as defined in the Data Protection Act 1998, which also defines “Processing” and “Controller“) provided or disclosed by you under this Agreement:

(a) you acknowledge that you are the data Controller of such data and that Armor is only acting on your behalf;

(b) Armor will:

(i) comply with your reasonable instructions relating to the security and confidentiality of the Personal Data and will in any event keep it reasonably confidential and secure from disclosure to unauthorized third parties; and

(ii) Process that Personal Data only in accordance with your instructions.

Each party will:

(a) obtain and maintain all appropriate registrations and consents under the Data Protection Act 1998 in order to allow that party to perform its obligations under this Agreement;

(b) Process Personal Data in accordance with the Data Protection Act 1998; and

(c) use reasonable efforts to ensure that no act or omission by it, its employees, contractors or agents results in a breach of the obligations of either party under the Data Protection Act 1998.

You acknowledge that in the ordinary course of the provision of Services, Armor will rarely if ever have any access to or control or in any way handle Your Services Data, including any cardholder data, PHI, personally identifiable information (“PII”) or other Confidential Information that may reside within Your Services Data, and that all access to and control of Your Services Data will, except under extraordinary circumstances, remain under your exclusive administrative domain and control.  Nothing in this Agreement shall imply any duty or obligation on Armor’s behalf to supervise or advise you on the manner in which you administer access to and control of Your Services Data, and the provisions in this Section applicable to the handling of Confidential Information residing within Your Services Data only apply to Armor in those unlikely and extraordinary scenarios where Armor does gain actual access to and control over Your Services Data.  Armor does have access to limited PII (typically name, address, telephone number and email addresses for your contact personnel involved in the receipt of the Services) and similar Confidential Information to the extent included within Your Account Data, and Armor agrees to protect such information per the provisions in this Section.

11. Limited Warranty

Armor warrants that it will provide the Services with reasonable care and skill and in accordance with its Service Level Agreement.

Armor specifically disclaims any warranty that the operation of the Services will be uninterrupted or error free. Further, Armor makes no representations or warranties concerning, and shall have no liability, with respect to the accuracy, dependability, privacy, security, authenticity or completeness of data transmitted over the Internet, or any intrusion, virus, disruption, loss of communication, loss or corruption of data, or other error or event caused or permitted by or introduced through the Internet or the servers upon which the Services are provided. You are solely responsible for implementing adequate firewall, password and other security measures to protect your systems, data and applications from unwanted intrusion, whether over the Internet or by other means.

No conditions, warranties or other terms apply to any Services provided under this Agreement except to the extent that they are expressly set out in this Agreement.  Subject to section 12, no implied conditions, warranties or other terms apply (including any terms as to quality, fitness for purpose or conformance with description).

12. Limitation of Liability

12.1      Armor’s liability:

(a)        for death or personal injury caused by the its negligence or the negligence of its employees or agents;

(b)        for fraud or fraudulent misrepresentation;

(c)        under any of the express indemnities contained in this Agreement;

(d)        to pay sums properly due and owing to the other in the course of normal performance of this Agreement;

(e)        any other matter which cannot by law be excluded;

is not excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case.

    • Subject to clause 12.1, Armor does not accept liability under or in relation to this Agreement or its subject matter (whether such liability arose due to negligence, breach of contract, misrepresentation or for any other reason) for any:
  • loss of profits;
  • loss of, or loss of the use of, any data;
  • indirect, special or consequential loss or damage,

and for the purposes of this clause the term “loss” will include partial loss or reduction in value as well as complete or total loss.

    • Subject to clauses 12.1, 12.2 12.4 and 12.5, Armor’s total liability arising from or in connection with this Agreement and in relation to anything which it may have done or not done in connection with this Agreement (and whether the liability arises because of a breach of contract, negligence or any other reason) will be limited to an amount equal to (a) the total Fees paid and payable by you during the period of three (3) months immediately preceding the date on which the event giving rise to the claim occurred, plus (b) if the Agreement is terminated by you under Section 8 due to such breach and your Recurrence Period is longer than one (1) month, any additional fees prepaid by you relating to the cancelled portion of the Term.
    • Except to the extent set forth in the Service Level Agreement, Armor will have no liability should there be any delay in the provision of the Service.
    • You acknowledge and agree that under no circumstances will Armor assume any liability or responsibility to you for suspension of the Service to the extent that Armor is permitted by this Agreement.
13. Indemnification

Armor will defend, indemnify and hold you, your affiliates or any of your or their respective employees, agents or suppliers, harmless from and against any and all costs, liabilities, judgments, actions, losses and expenses (including, but not limited to, reasonable attorneys’ fees and fees of experts) (collectively, “Losses“) arising out of any threatened or actual third party claim, suit, action, arbitration or proceeding (collectively, “Claims“) arising out of or relating to (i) a claim that the Services as provided by Armor under this Agreement infringe upon the patent or copyright of a third party; provided in each case that (a) you give Armor prompt written notice of the Claim, (b) you permit Armor sole control over the defense and/or settlement of the Claim and (c) you reasonably cooperate with Armor in the defense and or settlement of the Claim.

You will defend, indemnify and hold Armor, its affiliates or any of its respective employees, agents or suppliers, harmless from and against any and all Losses arising out of or relating to Claims arising out of or relating to (i) your gross negligence or willful misconduct or (ii) your violation of the Acceptable Use Policy or the law; provided in each case that (a) Armor gives you prompt written notice of the Claim, (b) Armor permits you sole control over the defense and settlement of the Claim and (c) Armor reasonably cooperates with you in the defense and/or settlement of the Claim. Your obligations under this Section 13 include Claims arising out of acts or omissions by your employees, Users and any other person who gains access to the Services as a result of your failure to use reasonable security measures.

14. Ownership of Intellectual Property; Software; Hardware and IP Addresses

Each of us will retain all right, title and interest in and to our respective intellectual property rights, including without limitation, all patents, inventions, trademarks, copyrights and trade secrets. Any intellectual property used, developed or otherwise reduced to practice in providing the Services to you will be the sole and exclusive property of Armor and/or its licensors, unless we specifically agree in writing otherwise. You agree not to access or use any aspect of the Services for the purposes of developing a competing product or service. 

You acknowledge and agree that you do not acquire any ownership interest in any of the servers or other hardware used to provide the Services hereunder. Similarly, we do not acquire any ownership interest in Your Services Data that you store on the servers or transmit via the Services.

You acknowledge and agree that we do and will use third party software and hardware in the provision of Services. Accordingly, you agree to abide by the terms and conditions of any applicable end user licenses or other agreements relating to the use of such hardware or software.

You acknowledge and agree that any IP addresses that Armor may assign to you in connection with the Services are registered to and owned by Armor and upon any expiration or termination of this Agreement, you agree to release and cease using any such IP addresses.

15. Beta Services

If you elect to participate in any evaluation or test of any Beta Services, then you acknowledge that: (i) such Beta Services are provided “AS IS, AS AVAILABLE” with no warranty whatsoever; (ii) the Beta Services are a pre-release, pre-production version and may not work properly and that your use of the Beta Services may expose you to unusual risks of operational failures; (iii) Beta Services should not be used in a live production environment; and (iv) you must not use the Beta Services where their use could affect any systems relating to the control of hazardous environments, life support, or weapons systems.

You further acknowledge that a Beta Service is being tested and evaluated by you at your own risk and is being provided by Armor without any support maintenance.

You agree to provide prompt feedback regarding your experience with the Beta Services in a form reasonably requested by us, including information necessary to enable us to duplicate errors or problems that you may experience. You agree that all information regarding your beta test, including your experience with and opinions regarding the Beta Services, will be deemed our Confidential Information, as defined above, and you agree not to disclose such testing results or experiences with any third party or use them for any purpose other than providing feedback to Armor.

You agree that we may use your feedback for any purpose whatsoever, including product development purposes. At our request you will provide us with comments that we may use publicly for press materials and marketing collateral. Any intellectual property inherent in your feedback or arising from your testing of the Beta Services will be owned exclusively by Armor.

The commercially released version of the Beta Services may change substantially from the pre-release version, and programs that use or run with the pre-release version may not work with the commercial release or subsequent releases.

You are not entitled to any Service Credits under our Service Level Agreement for downtime or other problems that may result from your use of the Beta Services. Subject to the section 12.1, the maximum aggregate liability of Armor and any of its employees, agents, affiliates, or suppliers, under any theory of law (including breach of contract, tort, strict liability, and infringement) for harm to you arising from your use of the Beta Services will be a payment of money not to exceed One Hundred Pounds (£100.00).

We may terminate the Beta Services at any time, in our sole discretion.

16. API License

To the extent your Services includes a license to the Armor application program interface (“API“) and any sample code or scripts (“Sample Code“), your use of the API, Sample Code and any related documentation will be subject to the separate Armor API License located at https://www.armor.com/company/legal/, the terms of which are incorporated herein by reference.

17. Insurance

Armor will, at its own expense, obtain and maintain insurance of a type and amount as may be reasonable to protect its interests and obligations connected with performance under this Agreement. Armor will, within thirty (30) days of your written request, provide you with a certificate of insurance evidencing such coverage, provided that the existence of such insurance will in no way expand or limit Armor’s liability hereunder.

18. Miscellaneous

Non-Solicitation. During the Term, and for a period of twelve (12) months thereafter, each party agrees not to solicit for a permanent or other position any employee or subcontractor of the other party to whom that party was introduced or who worked on a project involving the parties without the prior written consent of the non-hiring party. This non-solicitation clause shall not apply to nor prohibit either party from posting job openings on its web site or otherwise advertising job openings through industry or mass-media publications, recruitment web sites, or generally advertised job fairs, or from responding to and hiring individuals who initiate contact with such party concerning job opportunities.

Force Majeure. Armor will not be deemed to be in breach of this Agreement and will have no liability hereunder if its obligations are delayed or prevented by any reason of any act of God, war, terrorism, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, failure of any transportation or communication system, non-performance of any of your agents or your third party providers (including, without limitation, the failure or performance of common carriers, interchange carriers, local exchange carriers, internet service providers, suppliers, subcontractors) or any other cause beyond its reasonable control.

Marketing. Commencing with your delivery of a Service Order, you agree that Armor may make immediate mention of your status as a client in reasonable and acceptable marketing collateral, and on any Armor website solely owned and operated by Armor.

Notice of Disputes. Each party must notify the other party of any dispute or alleged breach of this Agreement in writing within a reasonable time, and in no event longer than sixty (60) days after such party learns of the facts or events from which the relevant dispute or alleged breach arises, so as to permit the parties to attempt to resolve the claim. Other than an action for breach of confidentiality or indemnification, neither party may maintain an action against the other party under this Agreement unless timely written notice has been given as provided above.

Notices. Except to the extent that notices may be sent by electronic mail as specifically set forth in this Agreement, notices under this Agreement will be sufficient only if (i) mailed by certified or registered mail, return receipt requested, (ii) sent by internationally recognized overnight carrier or (iii) personally delivered. Notices will be deemed delivered upon receipt by the other party. Notices to you will be sent to the mailing address set forth on the account tab in your MyArmor.com portal. Notices to Armor will be sent to Armor Defense Limited, 268 Bath Road, Slough, Berkshire SL1 4AX, Attn: Legal. Either party may change its notice address from time to time by written notice to the other party (you may also change your notice address through updates to your account information on your MyArmor.com portal).

Survival. The provisions of Sections 1, 10, 11, 12, 13, 14, and 18 will survive any termination or expiration of this Agreement.

Modification; Authority; Assignment. Without limiting Armor’s rights to modify the Acceptable Use Policy or Service Level Agreement as set forth therein, Armor may modify any aspect of this Agreement upon sixty (60) days’ prior notice; provided, that if you are a party to a Term and Discount Schedule that includes an extended committed Initial Term and/or Renewal Term, then notwithstanding the foregoing, (i) any changes to the Service Level Agreement or this Agreement will not apply until your next Renewal Period, and (ii) in the event a change to the Acceptable Use Policy impacts any aspect of your business as currently or historically operated, Armor agrees upon receipt of request from you to promptly negotiate in good faith an amendment to this Agreement to provide for an appropriate exception or waiver of the Acceptable Use Policy to the extent such amendment or waiver would be constituent with applicable law and not expose Armor to undue risk or liability exposure. If the prior sentence does not apply to you, and you wish to terminate this Agreement as a result of any such modification described above, you may do so by sending a notice of termination via a Ticket in MyArmor.com customer portal any time prior to the effective date of such modification; otherwise, such modification will remain in effect for the remainder of the Term.

You acknowledge that you have the authority to enter in to this Agreement on behalf of your company and that you may authorize other individuals to purchase additional Services. This Agreement binds any of your authorized Users, as well as your heirs, executors, successors, and assigns.

This Agreement may not be assigned by you without the prior written consent of Armor, which will not be unreasonably withheld or delayed.

Third Party Rights: No term of this Agreement will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.

Governing Law; Jurisdiction. This Agreement is governed by the laws of England and Wales and you hereby submit to the exclusive jurisdiction of the courts of England Wales; provided, however, that Armor will have the right to institute judicial proceedings against you or anyone acting by, through or under you, in other jurisdictions in order to enforce Armor’s rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.

General. This Agreement, together with the Acceptable Use Policy, Privacy Policy, and Service Level Agreement, any other documents referenced herein and any amendments signed between the parties, constitutes the entire understanding between Armor and you with respect to subject matter hereof. Terms and conditions as set forth in any purchase order which differ from, conflict with, or are not included in this Agreement, will not become part of this Agreement unless specifically accepted by Armor in writing.

Armor Anywhere Terms of Service (US)

 These Armor Anywhere Terms of Service, together with the Acceptable Use Policy, the Privacy Policy, and any other documents referenced herein including all applicable Solutions Orders, statements of works and any addenda signed between the parties (collectively, the “Agreement“), govern the provision of the Solution (as defined below) by Armor Defense Inc., a Delaware corporation, (“Armor” or “we“) to the person or entity (“Customer“) that executes and delivers this Agreement.

BY EXECUTING AND DELIVERING A SOLUTIONS ORDER, CLICKING THE “I ACCEPT TERMS” BUTTON, SIGNING AN AGREEMENT THAT REFERENCES THESE TERMS OR ACCESSING OR USING THE SOLUTION, CUSTOMER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. ANY AMENDMENT TO THE AGREEMENT SHALL BE MADE IN WRITING AND REQUIRES THE SIGNATURE OF BOTH PARTIES.

IN THE EVENT THAT THE PARTIES SIGN A SEPARATE AGREEMENT (INCLUDING BUT NOT LIMITED TO A NEGOTIATED VERSION OF THESE TERMS) THAT DEVIATES FROM THE ARMOR ANYWHERE TERMS OF SERVICE POSTED AT https://www.armor.com/company/legal/, THE TERMS OF THE NEGOTIATED, SIGNED AGREEMENT SHALL CONTROL OVER THE POSTED TERMS IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY.

  1. Definitions.

“Acceptable Use Policy” means the Armor Acceptable Use Policy posted at https://www.armor.com/company/legal/, as amended by Armor from time to time.

“Agent” means the component of the Solution that will run on Customer-designated Hosts.  A single instance of an Agent will only run on one (1) Host at a time; an Agent may be installed on both active and inactive Hosts during the Term.

“Base Subscription” means the minimum number of active Agents permitted to concurrently run as initially set forth in the Solutions Order (and as may be increased thereafter by Customer through a new Solutions Order pursuant to Section 4.1). The Base Subscription will be used to calculate the Recurring Fees in accordance with the applicable pricing schedule in the Solutions Order.

“Burst” means the usage of the Solution in excess of the Base Subscription, calculated on a per hour basis based on the number of Agents that are concurrently running in excess of the Base Subscription in a given month.

“Burst Fee” means the Fees incurred by Customer each month for any Burst.  The Burst Fee is calculated on a per hour basis based on the relevant tier pricing applicable to the then-current Base Subscription as set forth in the Solutions Order.

Confidential Information” means all confidential and proprietary information disclosed by a party (as “Disclosing Party“) either before or after the date of execution of this Agreement and marked as such (if such information is capable of being so marked) regarding Disclosing Party’s products and business, that are disclosed to the other party (as “Receiving Party“), including, but not limited to, Disclosing Party’s intellectual property. Confidential Information also includes any unpublished prices and other terms of service, audit and security reports, data center designs and other proprietary technology of a party or its licensors. Confidential Information does not include information (i) in the public domain at the time of delivery, (ii) subsequently published or otherwise made part of the public domain through no fault of Receiving Party or its representatives, (iii) in Receiving Party’s possession at the time of disclosure and not acquired by Receiving Party directly or indirectly from Disclosing Party or its representatives on a confidential basis, (iv) that becomes available to Receiving Party on a non-confidential basis from a source not under an obligation of confidentiality to Disclosing Party, or (v) that is independently developed by Receiving Party without use of or reference to Confidential Information, as evidenced by written records maintained in the ordinary course of business. For clarification, Confidential Information includes Customer Account Data, but — except as set forth in Section 8 – does not include Customer Services Data.

Customer Account Data” means (i) Customer’s general Solution account information (including usage statistics, billing, support tickets and other use and support history), and (ii) basic contact information concerning Customer’s employees or other Armor account contacts required to establish User accounts within the Armor customer portal, to the extent that Armor in each case tracks and stores such data on its own separate administrative servers (such basic contact information consists of names, email addresses and telephone numbers as provided by Customer or Customer’s Users during enrollment).

“Customer Services Data” means the data that is transmitted to or from, stored on or otherwise processed by the Infrastructure Platform. For clarification, Customer Services Data does not mean or include Customer Account Data.

“Discount” means the percentage by which the Recurring Fees for the Solution and Burst Fees are reduced for the Initial Term and/or any Renewal Terms as set forth in the Solutions Order.

Fees” means the Recurring Fees and Non-Recurring Fees, in each case as described in this Agreement. “Recurring Fees” means those Fees for the Base Subscription set forth on a Solution Order that are due on a recurring basis commencing with the Solution Commencement Date and throughout the Term for each month, and “Non-Recurring Fees” means those Fees that may be set forth on a Solution Order and/or an invoice that are due when and if Customer incurs a Burst Fee or Fees incurred by Customer in connection with the purchase of separate services, such as implementation, configuration or other professional services.

“Host” means either a physical or virtual machine instance that is part of Customer’s Infrastructure Platform running a Solution-supported operating system.

Infrastructure Platform” means (i) the customer’s own servers and platforms and/or (ii) the separate servers and platforms of a third party (the “Infrastructure Provider”) on which Customer stores Customer Services Data pursuant to a separate agreement (the “Infrastructure Agreement“) between the Customer and the Infrastructure Provider.

“Initial Term” means the period commencing  on the Solution Commencement Date and extending through the last day of the calendar month specified in the Solutions Order.

Privacy Policy” means the Privacy Statement posted at https://www.armor.com/company/legal/, as amended from time to time, which describes how Armor collects, utilizes, distributes and protects Customer Account Data.

“Renewal Term” means the period specified in the Solutions Order that commences upon expiration of the Initial Term or prior Renewal Term.

Solution” means the suite of services and components that Armor provides to Customer in connection with Customer’s use of the Infrastructure Platform as attached to, set forth in or linked to from the Solution Order, in each case as may be modified by the terms of a Solution Order or by Armor pursuant to Section 14.7 below.

Solution Commencement Date” means the date that Customer first subscribes to the Solution through execution (including through online submission) of a Solution Order, regardless of the date the Customer first uses the Solution in a production capacity.

Solution Order” means an executed order (which may occur via an online submission through either the Armor customer portal or an Armor partner’s marketplace) that sets forth or references the Solution subscribed to by Customer and the Fees applicable to the Solution.

Support” means the telephone and online technical support provided by Armor for the Solution.

Term” means means collectively the Initial Term and any Renewal Terms.

User” means Customer or any other person or entity that Customer permits to access or use the Solution, including where applicable, any separate business customers (each, an “End User“) on whose behalf Customer uses the Solution.

  1. Armor Obligations.

2.1 Provision of Solution. Unless otherwise agreed in a separate agreement or written amendment to this Agreement, Armor will not be providing Customer with hardware or use of Hosts for the storage of Customer Services Data, but will instead be providing Customer with the Solution in support of Customer Services Data, applications and systems separately hosted on the Infrastructure Platform. Subject to Customer’s compliance with this Agreement, Armor will provide the Solution and Support to Customer during the Term in accordance with applicable law, and subject to the services descriptions for the Solution. Customer acknowledges that Armor is neither an agent of nor responsible for the actions of the Infrastructure Provider and will not be liable for the acts or omissions, or any breach of the Infrastructure Agreement, by the Infrastructure Provider or its personnel.

  1. Customer Obligations.

3.1 Use of Solution, General. Customer is solely responsible for (i) identifying the Hosts that will leverage the Solution, (ii) any use of the Solution by a User, (iii) keeping Customer’s account permissions, billing, and other account information up to date using the My.Armor.com portal, and (iv) complying with the requirements in the services descriptions and using reasonable security precautions in connection with use of the Solution.

Customer agrees to comply with the terms of this Agreement, make payments of Fees when due and comply with any and all laws applicable to Customer’s use of the Solution. Customer must immediately notify Armor of any unauthorized use of Customer’s account or any other breach of security relating to the Solution and cooperate with Armor’s investigation of security issues or any suspected breach of this Agreement.

3.2 Regulatory Compliance. Certain aspects of the Solution may be designed to help Customer comply with regulatory guidelines that may be applicable to it. Customer is responsible for understanding the regulatory requirements applicable to its business. If Customer will use or is using the Infrastructure Platform to transmit, process or store payment card information (“cardholder data” as defined in the current version of the Payment Card Industry Data Security Standard (“PCI DSS“)), or protected health information (“PHI“) as defined under the HIPAA/HITECH/Omnibus Rule regulations, Customer should disclose such intended use or current use to Armor prior to execution of this Agreement.  In addition, Customer agrees not to send any cardholder data or PHI, or any other Customer Services Data to Armor in any manner including as part of the routine logs sent to Armor as part of Customer’s use of the Solution.

If Customer is storing, processing or transmitting cardholder data, Customer agrees upon request to execute an Armor PCI Addendum  so as to allow both parties to meet any obligations under the PCI DSS.

If Customer is storing, processing or transmitting PHI, Customer agrees upon request to execute a Business Associate Agreement (“BAA“) with Armor, and Armor will provide such BAA for Customer’s review and signature.

Customer acknowledges that the Solution has not been independently validated against any regulatory requirements (e.g. PCI DSS, HIPAA) and that Armor is not responsible for any failure of the Infrastructure Provider or the Infrastructure Platform to comply with any of the regulatory requirements set forth above.

3.3 Disabling / Self-Service Obligations. To the extent that Customer elects to remove or disable any aspect or component of the Solution provided by Armor, Customer agrees that Customer and not Armor will be responsible and liable for any security incident and/or breach that results from the removal or disabling of such aspect. Armor may offer some aspects of the Solution with a self-service option where Customer is responsible for configuring or managing a specific aspect (each, a “Self-Service Option“). To the extent Customer opts into a Self-Service Option, Customer agrees that it and not Armor will be responsible and liable for any security incident and/or breach that results from Customer’s misconfiguration or misuse of the Self-Service Option.

  1. Base Subscription, Fees, and Payment Terms.

4.1 General. Customer’s Base Subscription is established upon the Solution Commencement Date and can be increased at any time during the Term upon Customer executing a new Solutions Order.  The Base Subscription will not change in the event Customer only runs a subset of Agents included in the Base Subscription

In no event will the Base Subscription decrease during the Initial Term.  Upon the start of any Renewal Term, Customer may execute a new or revised Solutions Order that lowers the Base Subscription.

Customer’s initial invoice will be dated for the Armor bill cycle immediately following the Solution Commencement Date and will include the pro-rated Recurring Fees and Non-Recurring Fees incurred by Customer between the Solution Commenmence Date and the initial invoice’s date plus the subsequent month’s Recurring Fees.  Thereafter, Armor will invoice Customer monthly in advance for the Recurring Fees and in arrears for any Non-Recurring Fees.

The Recurring Fees defined in the Solutions Order are tier based meaning that the respective tier price will be applied to an Agent in accordance with what tier such Agent falls in (i.e.-the unit price changes progressively (not retroactively) as the volume of Agents used by the Customer increases).

Subject to any additional pricing provisions in the Solution Order, the Recurring Fees set forth in the Solution Order will remain fixed unless and until Armor provides Customer with at least thirty (30) days prior notice of a change in its Fees, which change will become effective upon the commencement of the next Renewal Term on or after the effective date of such change notice.

 

4.2 Due Dates. Unless otherwise agreed by Armor, payment for the Fees is due on the invoice date. Any amount not fully paid within twenty-eight (28) days when due will bear late payment interest at the rate of the lesser of one point five percent (1.5%) per month or the highest rate permitted by law from the due date until paid. Customer will be liable for all costs and expenses incurred by Armor in collecting amounts that are past due, including reasonable attorneys’ fees.

 

4.3 Taxes. Customer agrees to be responsible for and pay, and to reimburse Armor on request if Armor is required to pay, any sales, use, value-added or other tax (excluding any tax that is based on Armor’s net income), assessment, duty, tariff, or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on the Solution.

 

  1. Suspension of Provision of Solution.

5.1 General. Customer acknowledges and agrees that Armor may suspend providing the Solution, in whole or in part, upon advance written notice to Customer if Customer fails to pay Fees for a period of twenty-eight (28) days after the date of the invoice or Customer fails to reasonably cooperate with Armor’s investigation of any suspected breaches of this Agreement or security concerns relating to Customer’s environment.TO THE EXTENT ARMOR TAKES ANY SUSPENSION ACTION AS AUTHORIZED BY THIS SECTION, IT WILL NOT BE LIABLE TO CUSTOMER OR ANY ONE CLAIMING BY OR THROUGH CUSTOMER FOR DAMAGES.

 

  1. Term and Termination.

6.1 General. This Agreement will be for the Initial Term.  This Agreement will automatically renew for successive Renewal Terms at the end of the Initial Term and each Renewal Term; provided, however, that either party may terminate this Agreement effective at the end of the Initial Term or then-current Renewal Term by providing the other with written notice of non-renewal at least thirty (30) days prior to the commencement of the next Renewal Term.

6.2 Termination Notices. Customer should communicate any termination notice by entering an appropriate ticket in the My.Armor.com portal. Armor will communicate any non-renewal notice pursuant to the notice provisions in Section 14.

6.3 Termination for Breach. In addition to the parties’ rights under Sections 5, 6.1 and 6.2 either party may terminate this Agreement in the event of a material breach by the other upon no less than fifteen (15) business days prior written notice and opportunity to cure such material beach. Termination for breach will not relieve Customer of the requirement to pay both Recurring and Non-Recurring Fees for the Solution provided prior to the effective date of termination.

 

6.4 Deletion of Customer Data Following Termination. Customer acknowledges Armor’s standard practice of deleting customer logs and similar data records contained on Armor’s systems thirty (30) days after termination. Should Customer at or following termination desire assistance from Armor in migrating logs or related data to an alternative solution or vendor, Armor agrees to provide reasonable migration assistance subject to Customer (i) requesting such assistance prior to or promptly following such termination, and (ii) agreeing to pay Armor’s then standard professional Fees and to reimburse Armor for any actual and reasonable out of pocket expenses incurred in providing such migration services.

 

6.5 Customer Obligations Following Termination.  Upon the effective date of termination, regardless of the cause of such termination, Customer agrees to logically remove and uninstall all Agents from any Customer-designated Hosts, including both active and inactive Hosts.  In the event Customer fails to fulfill the aforementioned obligation, Armor shall have no liability for any damages resulting from any such failure.

 

  1. Maintenance.

Armor may from time to time conduct routine tests, maintenance, upgrade or repair on any part of the Solution, and will use commercially reasonable efforts to give Customer prior notice thereof (including at least fourteen (14) days’ prior written notice of any Solution-impacting maintenance period). Customer acknowledges that there may be instances where it is not practicable for Armor to give advance notice of a disruption (for example, in the event of an emergency), and Armor will be entitled to disrupt the Solution without prior notice as reasonable to conduct emergency restoration and remediation work.

 

  1. Confidential Information; Data Security.

8.1 General. Each party will safeguard and keep confidential all Confidential Information of the other and will return the other’s Confidential Information upon request, except to the extent further retention of such Confidential Information is necessary for a party to perform any post-termination obligations or exercise any post-termination rights under this Agreement. Each party agrees to safeguard the other’s Confidential Information using measures that are equal to the standard of performance used by Receiving Party to safeguard its own Confidential Information of comparable value, but in no event less than reasonable care. Neither party will use any Confidential Information of the other party for any purpose except to implement its rights and obligations under this Agreement and as otherwise expressly contemplated by this Agreement; provided, however, that if any party or its representatives is requested or required to disclose any Confidential Information by a subpoena or court order, that party will promptly notify the other party (unless prohibited by such subpoena or to the extent permitted by law) of such request or requirement so that the other party may seek an appropriate protective order or other appropriate relief and/or waive compliance with provisions of this Agreement, and if, in the absence of such relief or waiver hereunder, a party or its representative are, in the opinion of its counsel, legally compelled to disclose Confidential Information, then that party may disclose so much of the Confidential Information as is, according to such opinion, required, without liability hereunder.

 

8.2  Armor Access to Data. Customer acknowledges that in the ordinary course of the provision of the Solution, Armor will rarely, if ever, have any access to or control or in any way handle Customer Services Data, including any cardholder data, PHI, personally identifiable information (“PII”) or other Confidential Information that may reside within Customer Services Data, and that all access to and control of Customer Services Data will remain under Customer’s exclusive administrative domain and control.  Nothing in this Agreement shall imply any duty or obligation on Armor’s behalf to supervise or advise Customer on the manner in which Customer administers access to and control of Customer Services Data, and the provisions in this Section applicable to the handling of Confidential Information residing within Customer Services Data only apply to Armor in those unlikely and extraordinary scenarios where Armor does gain actual access to and control over Customer Services Data. Armor does have access to limited PII (typically name, address, telephone number and email addresses for Customer’s contact personnel involved in the receipt of the Solution) and similar Confidential Information to the extent included within Customer Account Data, and Armor agrees to protect such information per the provisions in this Section 8.

 

  1. Limited Warranty.

9.1 General. Armor warrants that it will provide the Solution in a professional manner consistent with the standards in its industry. EXCEPT FOR THIS WARRANTY, ARMOR AND ITS LICENSORS DISCLAIM ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED RELATING TO THE SOLUTION, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. FURTHER, ARMOR MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING, AND WILL HAVE NO LIABILITY WITH RESPECT TO, THE ACCURACY, DEPENDABILITY, PRIVACY, SECURITY, AUTHENTICITY OR COMPLETENESS OF DATA TRANSMITTED OVER THE INTERNET, OR ANY INTRUSION, VIRUS, DISRUPTION, LOSS OF COMMUNICATION, LOSS OR CORRUPTION OF DATA, OR OTHER ERROR OR EVENT CAUSED OR PERMITTED BY OR INTRODUCED THROUGH THE INTERNET OR THE INFRASTRUCTURE PLATFORM. CUSTOMER IS SOLELY RESPONSIBLE FOR IMPLEMENTING ADEQUATE FIREWALL, PASSWORD AND OTHER SECURITY MEASURES TO PROTECT CUSTOMER’S SYSTEMS, DATA AND APPLICATIONS FROM UNWANTED INTRUSION, WHETHER OVER THE INTERNET OR BY OTHER MEANS.

 

  1. Liability Limitations.

10.1 General. EXCEPT FOR ARMOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, ARMOR AND ITS LICENSORS’ CUMULATIVE LIABILITY TO CUSTOMER AND ALL OTHER PARTIES FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SOLUTION OR ANY FAILURE OR DELAY IN DELIVERING THE SOLUTION WILL NOT EXCEED THREE (3) TIMES THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FORTHE MONTH IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED.

 

10.2 NO CONSEQUENTIAL DAMAGES. ARMOR AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOLUTION OR ANY DATA SUPPLIED THEREWITH, OR ANY FAILURE OR DELAY IN DELIVERING THE SOLUTION, EVEN IF ARMOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

  1. Indemnification.

11.1 By Armor. Subject to Section 11.3, Armor will defend, indemnify and hold Customer, Customer’s affiliates or any of Customer’s or their respective employees, agents or suppliers, harmless from and against any and all costs, liabilities, judgments, actions and expenses (including, but not limited to, reasonable attorneys’ fees and fees of experts) (collectively, “Losses“) arising out of any threatened or actual third party claim, suit, action, arbitration or proceeding (collectively, “Claims“) arising out of or relating to (i) Armor’s gross negligence or willful misconduct, or (ii) a claim that the Solution as provided by Armor under this Agreement infringes upon the United States patent or copyright of a third party.

 

11.2 By Customer. Subject to Section 11.3, Customer will defend, indemnify and hold Armor, its affiliates or any of its or their respective employees, agents or suppliers, harmless from and against any and all Losses arising out of or relating to Claims arising out of or relating to (i) Customer’s gross negligence or willful misconduct, or (ii) Customer’s violation of any applicable law in connection with its use of the Solution.

 

11.3 Procedure. To obtain indemnification under this Section 11, the indemnified party must (a) give indemnifying party prompt written notice of the Claim, (b) permit indemnifying party to have sole control over the defense and settlement of the Claim, and (c) as requested, provide reasonable cooperation to the indemnifying party in the defense and/or settlement of the Claim.

 

  1. IP, Third Party Software.

12.1 IP Rights. Each party will retain all right, title and interest in and to its respective intellectual property rights (including without limitation, patents, inventions, trademarks, copyrights, database rights, and trade secrets). Any intellectual property used, developed or otherwise reduced to practice by Armor in providing the Solution will remain the sole property of Armor and/or its licensors. Customer agrees not to use any aspect of the Solution for the purposes of developing a competing product or service.

 

12.2 Third Party Software. Customer acknowledges that Armor will use third party software in the provision of the Solution, and agrees to abide by the terms and conditions of any applicable end user licenses or other agreements relating to use of such software.

 

  1. Beta Services.

13.1 General. Reserved.

 

  1. Miscellaneous.

14.1 API License. To the extent the Solution now or in the future includes a license to an Armor application program interface (“API“) and any sample code or scripts (“Sample Code“), Customer’s use of the API, Sample Code and any related documentation is subject to the separate license located at https://www.armor.com/company/legal/, the terms of which are incorporated herein by reference.

14.2 Insurance. Armor will, at its own expense, obtain and maintain insurance of a type and amount as may be reasonable to protect its interests and obligations connected with performance under this Agreement. Armor will, within thirty (30) days of Customer’s written request, provide Customer with a certificate of insurance evidencing such coverage. Maintenance of such insurance will in no way expand or limit Armor’s liability hereunder.

14.3 Force Majeure. Armor will not be deemed to be in breach of this Agreement and will have no liability hereunder to the extent its obligations are delayed or prevented by any reason of any act of God, war, terrorism, fire, natural disaster, accident, riots, acts of government, failure of or defects within the Infrastructure Platform, failure of any transportation or communication system, non-performance of any of Customer’s agents or Customer’s third party providers (including, without limitation, the failure or performance of common carriers, interchange carriers, local exchange carriers, internet service providers, suppliers, subcontractors) or any other cause beyond Armor’s reasonable control.

14.4 Marketing. Neither party will advertise, market, nor make any public announcement in respect of this Agreement, nor use or refer to the name, trademark or trade name of the other party in any public disclosure without the prior written consent of the chief officer responsible for the other party’s communications department; provided, however, that Armor agrees that Customer may (and that the foregoing in no way limits Customer’s right to) discuss and disclose Customer’s use of Armor’s services (naming Armor specifically) with Customer’s current and potential customers, partners, resellers and/or End Users, as well as in responses to requests for proposals or requests for information about Customer’s services. In addition, Customer will be able to share Armor’s marketing information with Customer’s current and potential customers, partners, resellers and/or End Users as needed to promote, market or advertise Customer’s services.

14.5 Notices. Except to the extent that notices may be sent by electronic mail as specifically set forth in this Agreement, notices under this Agreement will be sufficient only if (i) mailed by certified or registered mail, return receipt requested, (ii) sent by internationally recognized overnight carrier or (iii) personally delivered. Notices will be deemed delivered upon receipt by the other party. Notices to Customer will be sent to the mailing address then set forth on the account tab in Customer’s My.Armor.com portal. Notices to Armor will be sent to Armor Defense Inc., 2360 Campbell Creek, Suite 525, Richardson, TX 75082, Attn: Legal. Either party may change its notice address from time to time by written notice to the other (Customer may also change Customer’s notice address through updates to Customer’s account information on Customer’s My.Armor.com portal).

14.6 Survival. The provisions of Sections 1, 8, 10, 11, 12, and 14.3-14.12 and Customer’s payment obligations for use of the Solution through termination, will survive any termination of this Agreement.

14.7 Modification. Armor may, upon at least thirty (30) days prior notice to Customer, modify this Agreement or the description of the Solution (as such description is attached to, set forth in or linked to from the Solution Order), to reflect changes and adjustments to the Solution developed by Armor over time.

14.8 Authority. Customer acknowledges and agrees that Armor and its partners’ systems may allow Customer’s Users authorized by Customer to purchase extension of the Solution coverage without the signed execution of a Solution Order, and that this Agreement, as modified by the Solution Order, will apply to any such extended Solution coverage so purchased. The individual signing for Customer acknowledges that he/she has authority to enter into this Agreement on behalf of the Customer and to order the Solution through a Solution Order.

14.9 Assignment. This Agreement may not be assigned by Customer without the prior written consent of Armor, which will not be unreasonably withheld or delayed. This Agreement binds any of Customer’s authorized Users, as well as Customer’s successors, and assigns.

14.10 Disputes. Any dispute between the parties arising under this Agreement that has not been settled by negotiation will be submitted to mediation administered by the American Arbitration Association (“AAA“) under its Commercial Mediation Procedures. The parties agree to share equally the mediator’s fee and administrative costs of mediation but will bear their own attorney fees, expenses, and costs. If the parties are unable to settle their dispute by mediation, the parties agree to submit their dispute to binding arbitration before a sole arbitrator in accordance with the Expedited Procedures of the AAA’s Commercial Arbitration Rules. Arbitration will take place in a mutually agreeable location, and if the parties cannot agree on a location then the arbitration will be held in the State and County where the party defending the arbitration has its US headquarters. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The parties agree to share equally the arbitrator’s fee and administrative costs of arbitration but will bear their own attorney fees, expenses, and costs. Nothing in this Section will prevent either party from resorting to judicial proceedings if: (a) good faith efforts to resolve the dispute under these procedures have been unsuccessful; or (b) interim relief from a court is necessary to prevent serious and irreparable injury to one party or to others.

14.11 Governing Law; Jurisdiction. This Agreement is governed by the laws of the State of Texas, excluding its conflicts of laws principles. Subject to the arbitration provisions set forth above, each party submits to the exclusive jurisdiction of the federal and state courts of the State of Texas; provided, however, that Armor will have the right to institute judicial proceedings against Customer or anyone acting by, through or under Customer, in other jurisdictions in order to enforce Armor’s rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.

14.12 Security Services. Customer acknowledges and agrees that during the term of this Agreement its Users may from time to time grant Armor permission to access its servers operating system (which typically will be hosted by a third party) for the purpose of assisting Customer in the diagnosis of security related incidents and their causes relating to the servers operating systems.  Such diagnostic services (“Security Services”) may initially include a limited assessment of Customer’s servers’ operating system.  If Customer requests that Armor provide Security Services consisting of active remediation of the security issues applicable to the servers operating systems (which typically will include more extensive assessment and scanning, as well as testing, forensics, and active remediation efforts), Customer and Armor shall first enter into a separate Professional Services Agreement and Work Order, which shall govern the performance of such remediation Security Services.

14.13 General. This Agreement constitutes the entire understanding between Armor and Customer with respect to subject matter hereof. Any terms and conditions set forth in any Customer purchase order which differ from, conflict with, or are not included in this Agreement, will not become part of this Agreement.

By signing below, you and Armor agree to be bound by this Agreement.

By signing below, you and Armor agree to be bound by this Agreement.

You ________________________________ Armor Defense Inc.

____________________________________ ____________________________________
Signature Signature

____________________________________ ____________________________________
Name Name

____________________________________ ____________________________________
Title Title

____________________________________ ____________________________________
Date Date

Acceptable Usage Policy

This Acceptable Use Policy (the “Policy” or “AUP”) is an integral part of your agreement with Armor Defense Inc., a Delaware corporation (“Armor”), for the provision of the solution (the “Solution”) set forth on a Service Order.

This Policy is designed to help protect Armor, its customers and the public from illegal activities and other misuse of the Solution. The Policy is a non-exclusive list of the actions prohibited by Armor and Armor reserves the right to modify the Policy at any time, effective upon notice to you. Armor reserves the sole and absolute right to interpret, apply, define and implement this Policy.

Trade and Export Regulations

You hereby agree to comply with the applicable trade and export regulations of the respective country in which the Solution is provided.

Illegal use

Any use of the Solution in a manner that may be defined or deemed to be statutorily illegal under applicable laws is a violation of this AUP. Such use includes, but is not limited to, use of the Solution to distribute content or links to content involving child pornography, terroristic threats, phishing, credit card fraud, racketeering, defamation and slander.

Content and activities not permitted

You may not use the Solution to distribute content or links to content that Armor reasonably believes:

  • Constitutes, depicts, fosters, promotes or relates in any manner to pornography or the marketing of pornographic materials,
  • Is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;
  • Is defamatory, intended to harass or threaten or violates a person’s privacy;
  • Creates a risk to public safety or health in general or to any individual’s safety or health;
  • Improperly exposes trade secrets or other confidential or proprietary information of another person or company;
  • Is intended to assist others in defeating technical copyright protections;
  • Infringes a copyright in direct violation of the Digital Millennium Copyright Act (“DMCA”) or any other similar legislation;
  • Infringes on another’s patent, trade or service mark, trade secret or other property right; or
  • Is otherwise malicious or fraudulent, or may result in retaliation against Armor by offended recipients.

You also may not use any Solution to facilitate the following activities:

  • IRC, Egg Drops, BNC, or IRC bots
  • Proxies
  • Game Servers
  • Online gambling services
  • Unauthorized vulnerability monitoring and testing
  • Unsolicited email and/or SPAM (including but not limited to any conduct that would violate the CAN-SPAM Act of 2003 or any other similar legislation)
  • Denial of Service attacks
  • Server Abuse
  • Distribution of Malware

Abuse Complaints

Should Armor receive an abuse complaint from any third party, Armor shall have the right to assume that the facts stated in such complaint are accurate and true unless you provide compelling evidence to the contrary. Any such failure to reasonably cooperate with Armor’s investigation of any abuse complaints or suspected breaches of your environment shall constitute a breach of this AUP.

Reporting Violation of the Acceptable Use Policy

Armor accepts reports of alleged violations of this AUP via abuse@Armor.com.

Reports of alleged violations should include name, contact information, IP address, and description of the violation. While Armor’s policy is to use commercially reasonable efforts to review all third party reports and take appropriate actions as described within the resolution process set forth below, Armor will neither assume nor owe any duty to any third party that files a report alleging a violation of this AUP.

Resolution Process for Violations of Armor’s Acceptable Use Policy

The ultimate goal of this AUP is to balance the rights of our customers with the policies set forth in this AUP. The goal of the Resolution Process described below is to mitigate service interruptions while resolving potential violations of this AUP. Our staff is dedicated to working with the customer in resolving potential violations. The resolution process below provides the process for resolving all potential violations. Timing for resolution differs according to the degree of the violation, the nature of the violation, involvement of law enforcement, involvement of third party litigation, or other related factors. Overall, Armor is dedicated to working with the customer in resolving, where practical, all potential AUP violations prior to any interruption of the Solution.

  • Step 1: Identification of potential AUP violation:

Armor actively monitors its infrastructure and may, in the course of monitoring and managing its infrastructure, uncover potential violations of this AUP. AUP violations can also be identified through reports received from third parties as described above.

  • Step 2: Notification and investigation of potential AUP violation:

A ticket will be generated under the customer’s Armor customer portal account with information regarding the potential violation of this AUP.

Following the generation of the ticket, Armor will work with the customer to investigate the reported violation and advise remedial actions required to resolve the violation.

Following such investigation, if Armor discovers there has been no violation of this AUP or the remedial actions have been completed by the customer to Armor’s reasonable satisfaction, the applicable ticket will be closed and no further action will be taken.

  • Step 3: If the reported violation of the AUP is disregarded or not properly addressed:

If the reported violation of this AUP is disregarded or not properly addressed by the customer, Armor may remove public access to the Solution. If Armor takes this step, Armor may allow customer access to the Solution via a secure non-public network, to allow the customer to complete any necessary remedial actions.

As soon as the violation is addressed to Armor’s reasonable satisfaction, public access to the Solution shall be restored.

If the customer will not or cannot resolve the violation of this AUP or fails to participate in Armor’s resolution process, Armor may terminate the Solution at its sole discretion.

Disclaimer: Armor retains the right, at its sole discretion, to refuse new Solutions to any individual, group, or business. Armor also retains the right to discontinue the Solution to customers with excessive and/or multiple repeated violations.

Privacy Statement

Effective Date: 01/06/2016

Armor Defense Inc., a Delaware corporation (“Armor” or “we” or “us” or “our”) is committed to the protection of your privacy. We have established this privacy statement (the “Privacy Statement”) as a means of disclosing to you how we collect, utilize, distribute and protect your personally identifiable information.

This Privacy Statement applies to www.armor.com, owned and operated by Armor (the “Site”). This Privacy Statement describes how Armor collects and uses the personal information you provide. It also describes the choices available to you regarding the use of, your access to, and how to update and correct your personal information.

Armor has received TRUSTE’s Privacy Seal signifying that this Privacy Statement and our practices have been reviewed for compliance with the TRUSTe program. In order to view our relationship with TRUSTe please visit the validation page visible by clicking on the TRUSTe Seal.

The TRUSTe program does not cover information that may be collected through downloadable software. The TRUSTe program covers only information that is collected through this Web site, http://www.armor.com/ and does not cover Customer Services Data that may be collected through our service platform.

If you have questions or complaints regarding our privacy statement or practices, please contact us at legal@armor.com . If you are not satisfied with our response you can contact TRUSTe here.

Armor complies with the U.S.-EU Safe Harbor Framework and the U.S.-Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personally identifiable information from European Union member countries and Switzerland. Armor has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement. To learn more about the Safe Harbor program, and to view Armor certification, please visit http://www.export.gov/safeharbor/.

Updating/Accessing/Amending/Correcting Personally Identifiable Information

If your personally identifiable information changes, you may correct or delete it by contacting us by telephone or postal mail at the contact information listed below. We will respond to your request within 30 days.

We will retain your information for as long as your account is active or as needed to provide you services. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

The Personally Identifiable Information We Collect

Armor may collect personally identifiable information from customers in a variety of ways, including online and offline subscription and order forms, paper or telephone submissions, and other instances where customers are invited to volunteer such information. Additionally, contact information may be collected during any correspondence relating to customer support, as well as in connection with the Service offered on the Site.  If you provide us personal information about others, or if others give us your information, we will only use that information for the specific reason for which it was provided to us.

Armor may collect such information as contact name, business name and type, address, phone number, email address and billing information including credit card number and expiration date, as well as other information. We will only use your name, address and billing information/credit card information to process your order. The addresses are used for customer support, required notifications, product and statement updates and marketing releases. Under no circumstances will we use this information for anything else not described in this Privacy Statement. All users may at any time opt-out of our marketing by clicking the Unsubscribe link located at the bottom of all marketing and customer notices.

Financial Information

Whenever customers apply for our services or sign up for any other product or service through Armor, they may be required to submit financial information such as a credit card number and billing address before we will process the application. Armor will not sell, share or rent any financial information collected except as disclosed in this statement or as necessary to fulfill orders.

Internet Protocol (IP) Addresses

Armor uses your unique network address and SessionID to help diagnose potential problems with equipment, to help tailor content to match your preferred interests and to otherwise administer the Site.

Data Integrity and Security

Armor makes diligent efforts to maintain accurate information on our customers. Armor has put stringent security procedures in place to protect such information collected about our customers. We constantly monitor our systems, which are protected using industry-standard security measures. Transport Layer Security (“TLS”) connections are used to communicate to our system to protect customer financial information (such as credit card number or bank account information), as well as encrypting vital information that customers input through the Site. Although reasonable efforts are made to secure network communications and the Site, Armor cannot guarantee that the information submitted to, maintained on, or transmitted from our systems will be completely secure.  Therefore, we cannot guarantee its absolute security. If you have any questions about security on our Web site, you can contact us at legal@armor.com.

Data Access

Customers may access all personal identifiable information that we collect and maintain by contacting us by mail or telephone at the contact information listed below. They can correct factual errors in personally identifiable information by contacting us by mail or telephone at the contact information listed below. To protect customer privacy and security, Armor reserves the right to take reasonable steps to verify customer identity prior to granting access or processing changes or corrections.

How Information is Used

Armor may contact customers regarding products and services offered by Armor and its trusted affiliates, business partners, and independent contractors. We may also use information collected through the Site for research regarding the effectiveness of the Site and related marketing, advertising and sales efforts. Information will only be made publicly available where mandated by governing agencies, in response to subpoenas, court orders, or other legal process when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a government request, or as disclosed in the terms and conditions of our agreements with customers.

Electronic Mail

Electronic communications may be sent by Armor using customers’ personal contact information to inform them of new products, important industry news or general services and upgrades provided by Armor. If customers do not wish to receive these industry notices, they may at any time opt-out of our marketing by clicking the Unsubscribe link located at the bottom of all marketing and customer notices. However, in order to fulfill our service obligations, Armor will continue to send emails regarding customers’ account administration or service interruptions for system maintenance.

Disclosure

Information collected from customers may be disclosed to independent contractors and business partners who have agreed to hold this information in confidence, not use it for any purpose except to carry out the service they are providing for Armor, and only in the ways that are described in this privacy statement and security policies in the way this information is handled. We do not sell your personal information to third parties. This would include the third-party agent acting as a payment processor on our behalf, as well as the third-party agent hosting our chat feature. Armor may also disclose aggregate, anonymous data based on information collected from customers to actual or prospective investors and partners. Should a sale of Armor’s business ever occur, collected customer information may be transferred along with the sale but the information will be treated in the same manner as set forth in this Privacy Statement. In the event of any significant changes to the manner your information is handled, we would notify you by a prominent notice on the Site, or by email.

We post customer testimonials on the Site. We do obtain users’ authorization prior to posting on the Site. If you wish to update or delete your testimonial, you can contact us at legal@armor.com.  When you select to email a friend about the Site, or Service, we request their name and email to facilitate the Service. This third-party information is not used for any purposes beyond sending this one-time email. Armor stores this information for the sole purpose of sending this one-time email. Your friend may contact us at legal@armor.com  to request that we remove this information from our database. We provide widgets on the Site that make it possible to share information on third-party platforms. These widgets do not store your personally identifiable information.

If you use a bulletin board, blog, or chat room on this website, you should be aware that any personally identifiable information you submit there can be read, collected, or used by other users of these forums, and could be used to send you unsolicited messages. We are not responsible for the personally identifiable information that you choose to submit in these forums.  To request removal of your personal information from our blog or community forum, contact us at legal@armor.com.  In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why.

Our Commitment To Children’s Privacy

Protecting the privacy of the very young is especially important. For that reason, we never collect or maintain information on our Site from those we actually know are under the age of 13, and no part of our Site is structured to attract anyone under 13.

Sites Other Than Armor

The Site may contain links to third-party websites. Please note that these websites’ privacy and other policies may differ from those of Armor. We strongly recommend that customers review the privacy policies of any online service prior to submitting personally identifiable information. Armor has no control over and is not responsible for the information practices of other websites, including those to which we may link and those which may link to us.

Social Media Widgets

Our Web site includes Social Media Features, such as the Facebook button and Widgets, such as the Share this button or interactive mini-programs that run on our site. These Features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the Feature to function properly. Social Media Features and Widgets are either hosted by a third party or hosted directly on our Site. Your interactions with these Features are governed by the privacy statement of the company providing it.

Single Sign-On

You can apply to job postings through our site using sign-in services such as Linkedin or an Open ID provider. These services will authenticate your identity and provide you the option to share certain personal information with us such as your name and email address to pre-populate our sign up form.  Services like Facebook Connect give you the option to post information about your activities on this Web site to your profile page to share with others within your network.

Conditions of Use, Concerns

By choosing to visit and interact with Armor, customers agree that their visit and any dispute regarding the protection of their privacy during such visit is subject to this Privacy Statement including, but not limited to, the provisions regarding limitations on damages and the application of the law of the state of Delaware. Please note that if customers enter into other contractual agreements with Armor, privacy terms and conditions of such other agreements may supplement or supersede this statement. Questions and concerns about privacy at Armor should be directed to legal@armor.com.

By Mail: Armor Defense Inc.
2360 Campbell Creek Blvd., Suite 525
Richardson, Texas 75082
+1 (877) 262-3473

Revisions or Changes

Armor reserves the right to change this Privacy Statement and other policies prospectively at any time, subject to applicable laws and regulations, by posting a prominent notice of any such material changes on the Site prior to the change becoming effective. Regardless of later updates or changes to our Privacy Statement, we will never use the information you submit under our current Privacy Statement in a new way without first providing you an opportunity to opt-out or otherwise prevent that use.

Cookies and Tracking Technologies

Technologies such as: cookies, beacons, tags and scripts are used by Armor Defense Inc. and our marketing partners, affiliates, or analytics or service providers. These technologies are used in analyzing trends, administering the site, tracking users’ movements around the site and to gather demographic information about our user base as a whole. We may receive reports based on the use of these technologies by these companies on an individual as well as aggregated basis.

We use cookies for our website and shopping cart, to remember users’ settings (e.g. language preference), for authentication and for tracking analytics. Users can control the use of cookies at the individual browser level. If you reject cookies, you may still use our site, but your ability to use some features or areas of our site may be limited.

Local Storage Objects

Third parties with whom we partner to provide certain features on our site or to display advertising based upon your Web browsing activity use LSOs such as HTML 5 or Flash to collect and store information.

Various browsers may offer their own management tools for removing HTML5 LSOs. To manage Flash LSOs please click here:

http://www.macromedia.com/support/documentation/en/flashplayer/help/settings_manager07.html

Log Files

As is true of most web sites, we gather certain information automatically and store it in log files.  This information may include internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and/or clickstream data.

We may combine this automatically collected log information with other information we collect about you. We do this to improve services we offer you, to improve marketing, analytics, or site functionality.

Behavioral Targeting/Re-Targeting

We partner with a third party ad network to either display advertising on our Web site or to manage our advertising on other sites. Our ad network partner uses cookies and Web beacons to collect non-personally identifiable information about your activities on this and other Web sites to provide you targeted advertising based upon your interests. If you wish not to have this information used for the purpose of serving you targeted ads, you may opt-out by clicking here (or if located in the European Union click here). Please note this does not opt you out of being served advertising. You will continue to receive generic ads.

Armor Anywhere Terms of Service (UK)

These Armor Anywhere Terms of Service, together with the Acceptable Use Policy, the Privacy Policy, and any other documents referenced herein including all applicable Solutions Orders, statements of works and any addenda signed between the parties (collectively, the “Agreement“), govern the provision of the Solution (as defined below) by Armor Defense Limited, a private limited company established in the United Kingdom, with a registered office at 5 New Square Street, London, EC4A 3TW  (“Armor” or “we“) to the person or entity (“Customer“) that executes and delivers this Agreement.

BY EXECUTING AND DELIVERING A SOLUTIONS ORDER, CLICKING THE “I ACCEPT TERMS” BUTTON, SIGNING AN AGREEMENT THAT REFERENCES THESE TERMS OR ACCESSING OR USING THE SOLUTION, CUSTOMER EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. ANY AMENDMENT TO THE AGREEMENT SHALL BE MADE IN WRITING AND REQUIRES THE SIGNATURE OF BOTH PARTIES.

IN THE EVENT THAT THE PARTIES SIGN A SEPARATE AGREEMENT (INCLUDING BUT NOT LIMITED TO A NEGOTIATED VERSION OF THESE TERMS) THAT DEVIATES FROM THE ARMOR ANYWHERE TERMS OF SERVICE POSTED AT https://www.armor.com/company/legal/, THE TERMS OF THE NEGOTIATED, SIGNED AGREEMENT SHALL CONTROL OVER THE POSTED TERMS IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY.

1. Definitions.
“Acceptable Use Policy” means the Armor Acceptable Use Policy posted at https://www.armor.com/company/legal/, as amended by Armor from time to time.

“Agent” means the component of the Solution that will run on Customer-designated Hosts.  A single instance of an Agent will only run on one (1) Host at a time; an Agent may be installed on both active and inactive Hosts during the Term.

“Base Subscription” means the minimum number of active Agents permitted to concurrently run as initially set forth in the Solutions Order (and as may be increased thereafter by Customer through a new Solutions Order pursuant to Section 4.1). The Base Subscription will be used to calculate the Recurring Fees in accordance with the applicable pricing schedule in the Solutions Order.

“Burst” means the usage of the Solution in excess of the Base Subscription, calculated on a per hour basis based on the number of Agents that are concurrently running in excess of the Base Subscription in a given month.

“Burst Fee” means the Fees incurred by Customer each month for any Burst.  The Burst Fee is calculated on a per hour basis based on the relevant tier pricing applicable to the then-current Base Subscription as set forth in the Solutions Order.

Confidential Information” means all confidential and proprietary information disclosed by a party (as “Disclosing Party“) either before or after the date of execution of this Agreement and marked as such (if such information is capable of being so marked) regarding Disclosing Party’s products and business, that are disclosed to the other party (as “Receiving Party“), including, but not limited to, Disclosing Party’s intellectual property. Confidential Information also includes any unpublished prices and other terms of service, audit and security reports, data center designs and other proprietary technology of a party or its licensors. Confidential Information does not include information (i) in the public domain at the time of delivery, (ii) subsequently published or otherwise made part of the public domain through no fault of Receiving Party or its representatives, (iii) in Receiving Party’s possession at the time of disclosure and not acquired by Receiving Party directly or indirectly from Disclosing Party or its representatives on a confidential basis, (iv) that becomes available to Receiving Party on a non-confidential basis from a source not under an obligation of confidentiality to Disclosing Party, or (v) that is independently developed by Receiving Party without use of or reference to Confidential Information, as evidenced by written records maintained in the ordinary course of business. For clarification, Confidential Information includes Customer Account Data, but — except as set forth in Section 8 – does not include Customer Services Data.

Customer Account Data” means (i) Customer’s general Solution account information (including usage statistics, billing, support tickets and other use and support history), and (ii) basic contact information concerning Customer’s employees or other Armor account contacts required to establish User accounts within the Armor customer portal, to the extent that Armor in each case tracks and stores such data on its own separate administrative servers (such basic contact information consists of names, email addresses and telephone numbers as provided by Customer or Customer’s Users during enrollment).

“Customer Services Data” means the data that is transmitted to or from, stored on or otherwise processed by the Infrastructure Platform. For clarification, Customer Services Data does not mean or include Customer Account Data.

“Discount” means the percentage by which the Recurring Fees for the Solution and Burst Fees are reduced for the Initial Term and/or any Renewal Terms as set forth in the Solutions Order.

Fees” means the Recurring Fees and Non-Recurring Fees, in each case as described in this Agreement. “Recurring Fees” means those Fees for the Base Subscription set forth on a Solution Order that are due on a recurring basis commencing with the Solution Commencement Date and throughout the Term for each month, and “Non-Recurring Fees” means those Fees that may be set forth on a Solution Order and/or an invoice that are due when and if Customer incurs a Burst Fee or Fees incurred by Customer in connection with the purchase of separate services, such as implementation, configuration or other professional services.

“Host” means either a physical or virtual machine instance that is part of Customer’s Infrastructure Platform running a Solution-supported operating system.

Infrastructure Platform” means (i) the customer’s own servers and platforms and/or (ii) the separate servers and platforms of a third party (the “Infrastructure Provider”) on which Customer stores Customer Services Data pursuant to a separate agreement (the “Infrastructure Agreement“) between the Customer and the Infrastructure Provider.

“Initial Term” means the period commencing  on the Solution Commencement Date and extending through the last day of the calender month specified in the Solutions Order.

Privacy Policy” means the Privacy Statement posted at https://www.armor.com/company/legal/, as amended from time to time, which describes how Armor collects, utilizes, distributes and protects Customer Account Data.

“Renewal Term” means the period specified in the Solutions Order that commences upon expiration of the Initial Term or prior Renewal Term.

Solution” means the suite of services and components that Armor provides to Customer in connection with Customer’s use of the Infrastructure Platform as attached to, set forth in or linked to from the Solution Order, in each case as may be modified by the terms of a Solution Order or by Armor pursuant to Section 14.7 below.

Solution Commencement Date” means the date that Customer first subscribes to the Solution through execution (including through online submission) of a Solution Order, regardless of the date the Customer first uses the Solution in a production capacity.

Solution Order” means an executed order (which may occur via an online submission through either the Armor customer portal or an Armor partner’s marketplace) that sets forth or references the Solution subscribed to by Customer and the Fees applicable to the Solution.

Support” means the telephone and online technical support provided by Armor for the Solution.

Term” means means collectively the Initial Term and any Renewal Terms.

User” means Customer or any other person or entity that Customer permits to access or use the Solution, including where applicable, any separate business customers (each, an “End User“) on whose behalf Customer uses the Solution.

2. Armor Obligations.
2.1 Provision of Solution. Unless otherwise agreed in a separate agreement or written amendment to this Agreement, Armor will not be providing Customer with hardware or use of Hosts for the storage of Customer Services Data, but will instead be providing Customer with the Solution in support of Customer Services Data, applications and systems separately hosted on the Infrastructure Platform. Subject to Customer’s compliance with this Agreement, Armor will provide the Solution and Support to Customer during the Term in accordance with applicable law, and subject to the services descriptions for the Solution. Customer acknowledges that Armor is neither an agent of nor responsible for the actions of the Infrastructure Provider and will not be liable for the acts or omissions, or any breach of the Infrastructure Agreement, by the Infrastructure Provider or its personnel.

3.  Customer Obligations.
3.1 Use of Solution, General. Customer is solely responsible for (i) identifying the Hosts that will leverage the Solution, (ii) any use of the Solution by a User, (iii) keeping Customer’s account permissions, billing, and other account information up to date using the Armor customer portal, and (iv) complying with the requirements in the services descriptions and using reasonable security precautions in connection with use of the Solution.

Customer agrees to comply with the terms of this Agreement, make payments of Fees when due and comply with any and all laws applicable to Customer’s use of the Solution. Customer must immediately notify Armor of any unauthorized use of Customer’s account or any other breach of security relating to the Solution and cooperate with Armor’s investigation of security issues or any suspected breach of this Agreement.

3.2 Regulatory Compliance. Certain aspects of the Solution may be designed to help Customer comply with regulatory guidelines that may be applicable to it. Customer is responsible for understanding the regulatory requirements applicable to its business. If Customer will use or is using the Infrastructure Platform to transmit, process or store payment card information (“cardholder data” as defined in the current version of the Payment Card Industry Data Security Standard (“PCI DSS“)), or protected health information (“PHI“) as defined under the HIPAA/HITECH/Omnibus Rule regulations, Customer should disclose such intended use or current use to Armor prior to execution of this Agreement.  In addition, Customer agrees not to send any cardholder data or PHI, or any other Customer Services Data to Armor in any manner including as part of the routine logs sent to Armor as part of Customer’s use of the Solution.

If Customer is storing, processing or transmitting cardholder data, Customer agrees upon request to execute an Armor PCI Addendum  so as to allow both parties to meet any obligations under the PCI DSS.

If Customer is storing, processing or transmitting PHI, Customer agrees upon request to execute a Business Associate Agreement (“BAA“) with Armor, and Armor will provide such BAA for Customer’s review and signature.

Customer acknowledges that the Solution has not been independently validated against any regulatory requirements (e.g. PCI DSS, HIPAA) and that Armor is not responsible for any failure of the Infrastructure Provider or the Infrastructure Platform to comply with any of the regulatory requirements set forth above.

3.3  Disabling / Self-Service Obligations. To the extent that Customer elects to remove or disable any aspect or component of the Solution provided by Armor, Customer agrees that Customer and not Armor will be responsible and liable for any security incident and/or breach that results from the removal or disabling of such aspect. Armor may offer some aspects of the Solution with a self-service option where Customer is responsible for configuring or managing a specific aspect (each, a “Self-Service Option“). To the extent Customer opts into a Self-Service Option, Customer agrees that it and not Armor will be responsible and liable for any security incident and/or breach that results from Customer’s misconfiguration or misuse of the Self-Service Option.

4. Base Subscription, Fees, and Payment Terms.
4.1 General. Customer’s Base Subscription is established upon the Solution Commencement Date and can be increased at any time during the Term upon Customer executing a new Solutions Order.  The Base Subscription will not change in the event Customer only runs a subset of Agents included in the Base Subscription

In no event will the Base Subscription decrease during the Initial Term.  Upon the start of any Renewal Term, Customer may execute a new or revised Solutions Order that lowers the Base Subscription.

Customer’s initial invoice will be dated for the Armor bill cycle immediately following the Solution Commencement Date and will include the pro-rated Recurring Fees and Non-Recurring Fees incurred by Customer between the Solution Commenmence Date and the initial invoice’s date plus the subsequent month’s Recurring Fees.  Thereafter, Armor will invoice Customer monthly in advance for the Recurring Fees and in arrears for any Non-Recurring Fees.

The Recurring Fees defined in the Solutions Order are tier based meaning that the respective tier price will be applied to an Agent in accordance with what tier such Agent falls in (i.e.-the unit price changes progressively (not retroactively) as the volume of Agents used by the Customer increases).

Subject to any additional pricing provisions in the Solution Order, the Recurring Fees set forth in the Solution Order will remain fixed unless and until Armor provides Customer with at least thirty (30) days prior notice of a change in its Fees, which change will become effective upon the commencement of the next Renewal Term on or after the effective date of such change notice.

4.2 Due Dates. Unless otherwise agreed by Armor, payment for the Fees is due on the invoice date. Any amount not fully paid within twenty-eight (28) days when due will bear late payment interest at the rate of the lesser of one point five percent (1.5%) per month or the highest rate permitted by law from the due date until paid. Customer will be liable for all costs and expenses incurred by Armor in collecting amounts that are past due, including reasonable attorneys’ fees.

4.3        Taxes. Customer agrees to be responsible for and pay, and to reimburse Armor on request if Armor is required to pay, any sales, use, value-added or other tax (excluding any tax that is based on Armor’s net income), assessment, duty, tariff, or other fee or charge of any kind or nature that is levied or imposed by any governmental authority on the Solution.

5.  Suspension of Provision of Solution.
5.1 General. Customer acknowledges and agrees that Armor may suspend providing the Solution, in whole or in part, upon advance written notice to Customer if Customer fails to pay Fees for a period of twenty-eight (28) days after the date of the invoice or Customer fails to reasonably cooperate with Armor’s investigation of any suspected breaches of this Agreement or security concerns relating to Customer’s environment.TO THE EXTENT ARMOR TAKES ANY SUSPENSION ACTION AS AUTHORIZED BY THIS SECTION, IT WILL NOT BE LIABLE TO CUSTOMER OR ANY ONE CLAIMING BY OR THROUGH CUSTOMER FOR DAMAGES.

6. Term and Termination.
6.1 General. This Agreement will be for the Initial Term.  This Agreement will automatically renew for successive Renewal Terms at the end of the Initial Term and each Renewal Term; provided, however, that either party may terminate this Agreement effective at the end of the Initial Term or then-current Renewal Term by providing the other with written notice of non-renewal at least thirty (30) days prior to the commencement of the next Renewal Term.

6.2 Termination Notices. Customer should communicate any termination notice by entering an appropriate ticket in the Armor customer portal. Armor will communicate any non-renewal notice pursuant to the notice provisions in Section 14.

6.3  Termination for Breach. In addition to the parties’ rights under Sections 5, 6.1 and 6.2 either party may terminate this Agreement in the event of a material breach by the other upon no less than fifteen (15) business days prior written notice and opportunity to cure such material beach. Termination for breach will not relieve Customer of the requirement to pay both Recurring and Non-Recurring Fees for the Solution provided prior to the effective date of termination.

6.4 Deletion of Customer Data Following Termination. Customer acknowledges Armor’s standard practice of deleting customer logs and similar data records contained on Armor’s systems thirty (30) days after termination. Should Customer at or following termination desire assistance from Armor in migrating logs or related data to an alternative solution or vendor, Armor agrees to provide reasonable migration assistance subject to Customer (i) requesting such assistance prior to or promptly following such termination, and (ii) agreeing to pay Armor’s then standard professional Fees and to reimburse Armor for any actual and reasonable out of pocket expenses incurred in providing such migration services.

6.5 Customer Obligations Following Termination.  Upon the effective date of termination, regardless of the cause of such termination, Customer agrees to logically remove and uninstall all Agents from any Customer-designated Hosts, including both active and inactive Hosts.  In the event Customer fails to fulfill the aforementioned obligation, Armor shall have no liability for any damages resulting from any such failure.

7. Maintenance.
Armor may from time to time conduct routine tests, maintenance, upgrade or repair on any part of the Solution, and will use commercially reasonable efforts to give Customer prior notice thereof (including at least fourteen (14) days’ prior written notice of any Solution-impacting maintenance period). Customer acknowledges that there may be instances where it is not practicable for Armor to give advance notice of a disruption (for example, in the event of an emergency), and Armor will be entitled to disrupt the Solution without prior notice as reasonable to conduct emergency restoration and remediation work.

8. Confidential Information; Data Protection.
8.1 General. Each party will safeguard and keep confidential all Confidential Information of the other and will return the other’s Confidential Information upon request, except to the extent further retention of such Confidential Information is necessary for a party to perform any post-termination obligations or exercise any post-termination rights under this Agreement. Each party agrees to safeguard the other’s Confidential Information using measures that are equal to the standard of performance used by Receiving Party to safeguard its own Confidential Information of comparable value, but in no event less than reasonable care. Neither party will use any Confidential Information of the other party for any purpose except to implement its rights and obligations under this Agreement and as otherwise expressly contemplated by this Agreement; provided, however, that if any party or its representatives is requested or required to disclose any Confidential Information by a subpoena or court order, that party will promptly notify the other party (unless prohibited by such subpoena or to the extent permitted by law) of such request or requirement so that the other party may seek an appropriate protective order or other appropriate relief and/or waive compliance with provisions of this Agreement, and if, in the absence of such relief or waiver hereunder, a party or its representative are, in the opinion of its counsel, legally compelled to disclose Confidential Information, then that party may disclose so much of the Confidential Information as is, according to such opinion, required, without liability hereunder.

8.2 Personal Data. In relation to all “Personal Data” (as defined in the Data Protection Act 1998, which also defines “Processing” and “Controller”) provided or disclosed by Customer under this Agreement:
(a) Customer acknowledges that it is the data Controller of such data and that Armor is only acting on Customer’s behalf;
(b) Armor will:
(i) comply with Customer’s reasonable instructions relating to the security and confidentiality of the Personal Data and will in any event keep it reasonably confidential and secure from disclosure to unauthorized third parties; and
(ii) Process that Personal Data only in accordance with Customer’s instructions.
Each party will:
(a) obtain and maintain all appropriate registrations and consents under the Data Protection Act 1998 in order to allow that party to perform its obligations under this Agreement;
(b) Process Personal Data in accordance with the Data Protection Act 1998; and
(c) use reasonable efforts to ensure that no act or omission by it, its employees, contractors or agents results in a breach of the obligations of either party under the Data Protection Act 1998.

8.3 Armor Access to Data. Customer acknowledges that in the ordinary course of the provision of the Solution, Armor will rarely, if ever, have any access to or control or in any way handle Customer Services Data, including any cardholder data, PHI, personally identifiable information (“PII”) or other Confidential Information that may reside within Customer Services Data, and that all access to and control of Customer Services Data will remain under Customer’s exclusive administrative domain and control.  Nothing in this Agreement shall imply any duty or obligation on Armor’s behalf to supervise or advise Customer on the manner in which Customer administers access to and control of Customer Services Data, and the provisions in this Section applicable to the handling of Confidential Information residing within Customer Services Data only apply to Armor in those unlikely and extraordinary scenarios where Armor does gain actual access to and control over Customer Services Data. Armor does have access to limited PII (typically name, address, telephone number and email addresses for Customer’s contact personnel involved in the receipt of the Solution) and similar Confidential Information to the extent included within Customer Account Data, and Armor agrees to protect such information per the provisions in this Section 8.

9. Limited Warranty.
Armor warrants that it will provide the Solution with reasonable care and skill consistent with the standards in its industry.
Armor specifically disclaims any warranty that the operation of the Solution will be uninterrupted or error free. Further, Armor makes no representations or warranties concerning, and shall have no liability, with respect to the accuracy, dependability, privacy, security, authenticity or completeness of data transmitted over the Internet, or any intrusion, virus, disruption, loss of communication, loss or corruption of data, or other error or event caused or permitted by or introduced through the Internet or the Infrastructure Platform. Customer is solely responsible for implementing adequate firewall, password and other security measures to protect Customer systems, data and applications from unwanted intrusion, whether over the Internet or by other means.
No conditions, warranties or other terms apply to the Solution provided under this Agreement except to the extent that they are expressly set out in this Agreement.  Subject to Section 10, no implied conditions, warranties or other terms apply (including any terms as to quality, fitness for purpose or conformance with description).

10. Liability Limitations.
10.1 Armor’s liability:
(a) for death or personal injury caused by the its negligence or the negligence of its employees or agents;
(b) for fraud or fraudulent misrepresentation;
(c) any other matter which cannot by law be excluded, is not excluded or limited by this Agreement, even if any other term of this Agreement would otherwise suggest that this might be the case.
10.2  Subject to Section 10.1, Armor does not accept liability under or in relation to this Agreement or its subject matter (whether such liability arose due to negligence, breach of contract, misrepresentation or for any other reason) for any:

  • loss of profits;
  • loss of, or loss of the use of, any data;
  • indirect, special or consequential loss or damage,

and for the purposes of this clause the term “loss” will include partial loss or reduction in value as well as complete or total loss.
10.3 Subject to Sections 10.1, 10.2, and 10.4, Armor’s total liability arising from or in connection with this Agreement and in relation to anything which it may have done or not done in connection with this Agreement (and whether the liability arises because of a breach of contract, negligence or any other reason) will be limited to an amount equal to (a) the total Fees paid and payable by Customer during the period of three (3) months immediately preceding the date on which the event giving rise to the claim occurred.
10.4      Customer acknowledges and agrees that under no circumstances will Armor assume any liability or responsibility to Customer for suspension of the Service to the extent that Armor is permitted by this Agreement.

11. Indemnification.
11.1 By Armor. Subject to Section 11.3, Armor will defend, indemnify and hold Customer, Customer’s affiliates or any of Customer’s or their respective employees, agents or suppliers, harmless from and against any and all costs, liabilities, judgments, actions and expenses (including, but not limited to, reasonable attorneys’ fees and fees of experts) (collectively, “Losses“) arising out of any threatened or actual third party claim, suit, action, arbitration or proceeding (collectively, “Claims“) arising out of or relating to a claim that the Solution as provided by Armor under this Agreement infringes upon the patent or copyright of a third party.

11.2 By Customer. Subject to Section 11.3, Customer will defend, indemnify and hold Armor, its affiliates or any of its or their respective employees, agents or suppliers, harmless from and against any and all Losses arising out of or relating to Claims arising out of or relating to (i) Customer’s gross negligence or willful misconduct, or (ii) Customer’s violation of any applicable law or the Acceptable Use Policy in connection with its use of the Solution.

11.3 Procedure. To obtain indemnification under this Section 11, the indemnified party must (a) give indemnifying party prompt written notice of the Claim, (b) permit indemnifying party to have sole control over the defense and settlement of the Claim, and (c) as requested, provide reasonable cooperation to the indemnifying party in the defense and/or settlement of the Claim.

12. IP, Third Party Software.
12.1 IP Rights. Each party will retain all right, title and interest in and to its respective intellectual property rights (including without limitation, patents, inventions, trademarks, copyrights, database rights, and trade secrets). Any intellectual property used, developed or otherwise reduced to practice by Armor in providing the Solution will remain the sole property of Armor and/or its licensors. Customer agrees not to use any aspect of the Solution for the purposes of developing a competing product or service.

12.2      Third Party Software. Customer acknowledges that Armor will use third party software in the provision of the Solution, and agrees to abide by the terms and conditions of any applicable end user licenses or other agreements relating to use of such software.

13. Beta Services.
13.1 General. Reserved.

14. Miscellaneous.
14.1 API License. To the extent the Solution now or in the future includes a license to an Armor application program interface (“API“) and any sample code or scripts (“Sample Code“), Customer’s use of the API, Sample Code and any related documentation is subject to the separate license located at https://www.armor.com/company/legal/, the terms of which are incorporated herein by reference.

14.2 Insurance. Armor will, at its own expense, obtain and maintain insurance of a type and amount as may be reasonable to protect its interests and obligations connected with performance under this Agreement. Armor will, within thirty (30) days of Customer’s written request, provide Customer with a certificate of insurance evidencing such coverage. Maintenance of such insurance will in no way expand or limit Armor’s liability hereunder.

14.3 Force Majeure. Armor will not be deemed to be in breach of this Agreement and will have no liability hereunder to the extent its obligations are delayed or prevented by any reason of any act of God, war, terrorism, fire, natural disaster, accident, riots, acts of government, failure of or defects within the Infrastructure Platform, failure of any transportation or communication system, non-performance of any of Customer’s agents or Customer’s third party providers (including, without limitation, the failure or performance of common carriers, interchange carriers, local exchange carriers, internet service providers, suppliers, subcontractors) or any other cause beyond Armor’s reasonable control.

14.4  Marketing. Neither party will advertise, market, nor make any public announcement in respect of this Agreement, nor use or refer to the name, trademark or trade name of the other party in any public disclosure without the prior written consent of the chief officer responsible for the other party’s communications department; provided, however, that Armor agrees that Customer may (and that the foregoing in no way limits Customer’s right to) discuss and disclose Customer’s use of Armor’s services (naming Armor specifically) with Customer’s current and potential customers, partners, resellers and/or End Users, as well as in responses to requests for proposals or requests for information about Customer’s services. In addition, Customer will be able to share Armor’s marketing information with Customer’s current and potential customers, partners, resellers and/or End Users as needed to promote, market or advertise Customer’s services.

14.5 Notices. Except to the extent that notices may be sent by electronic mail or via the Armor customer portal as specifically set forth in this Agreement, notices under this Agreement will be sufficient only if (i) mailed by certified or registered mail, return receipt requested, (ii) sent by internationally recognized overnight carrier or (iii) personally delivered. Notices will be deemed delivered upon receipt by the other party. Notices to Customer will be sent to the mailing address then set forth on the account tab in the Armor customer portal. Notices to Armor will be sent to Armor Defense Limited, 268 Bath Road, Slough, Berkshire SL1 4AX, Attn: Legal. Either party may change its notice address from time to time by written notice to the other (Customer may also change Customer’s notice address through updates to Customer’s account information on the Armor Customer portal).

14.6 Survival. The provisions of Sections 1, 8, 10, 11, 12, and 14.3-14.12 and Customer’s payment obligations for use of the Solution through termination, will survive any termination of this Agreement.

14.7 Modification. Armor may, upon at least thirty (30) days prior notice to Customer, modify this Agreement or the description of the Solution (as such description is attached to, set forth in or linked to from the Solution Order), to reflect changes and adjustments to the Solution developed by Armor over time.

14.8 Authority. Customer acknowledges and agrees that Armor and its partners’ systems may allow Customer’s Users authorized by Customer to purchase extension of the Solution coverage without the signed execution of a Solution Order, and that this Agreement, as modified by the Solution Order, will apply to any such extended Solution coverage so purchased. The individual signing for Customer acknowledges that he/she has authority to enter into this Agreement on behalf of the Customer and to order the Solution through a Solution Order.

14.9 Assignment. This Agreement may not be assigned by Customer without the prior written consent of Armor, which will not be unreasonably withheld or delayed. This Agreement binds any of Customer’s authorized Users, as well as Customer’s successors, and assigns.

14.10 Third Party Rights.  No term of this Agreement will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.

14.11 Governing Law; Jurisdiction. This Agreement is governed by the laws of England and WalesEach party submits to the exclusive jurisdiction of the courts of England and Wales; provided, however, that Armor will have the right to institute judicial proceedings against Customer or anyone acting by, through or under Customer, in other jurisdictions in order to enforce Armor’s rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.

14.12 General. This Agreement constitutes the entire understanding between Armor and Customer with respect to subject matter hereof. Any terms and conditions set forth in any Customer purchase order which differ from, conflict with, or are not included in this Agreement, will not become part of this Agreement.

 

Armor Complete Service Level Agreement (US)

This ARMOR COMPLETE Service Level Agreement (the “SLA”) is an integral part of Customer’s agreement with Armor Defense Inc., a Delaware corporation (“Armor”) for the provision of services (collectively the “Services”) set forth on the Service Order.

This SLA defines the terms of Armor’s responsibility with respect to the Services that Armor provides (the “Service Commitments”) and Customer remedies in the event that Armor fails to meet these Service Commitments. This SLA and the refunds set forth herein (the “Service Credits”) represent Armor’s sole obligation and Customer’s sole remedy for Armor’s failure to meet such Service Commitments. Armor reserves the right to modify this SLA at any time, effective upon notice to Customer.

The Service Commitments under this SLA are as follows:

‘End to End’ Infrastructure Uptime Guarantee

Armor guarantees uptime availability of 99.99% for the Secure Cloud Server.  This uptime is end-to-end and encompasses the following services needed to ensure the uptime of the Secure Cloud Server as defined in the list below:

  • Physical Infrastructure (all power and HVAC infrastructure, including UPS, PDU and cabling)
  • Armor Infrastructure (the Armor Network, firewalls, virtual firewall platform and infrastructure log collection devices)
  • Storage Platform (includes all LUN(s), SAN Fabric, SAN Switches, and SAN Data drive availability)
  • Compute Platform (includes all physical hosts and virtualization software)

Note: Operations within the Secure Cloud Server (i.e. Operating System and software) are outside the scope of this definition.

Note: The Armor Network, for the purposes of this SLA, is defined as the provision of access by Armor to the Armor internal boundary to the Internet as well as the internal network serving the front-end secure cloud hosting environment. The following are specifically excluded from this SLA:

  • The backend Armor-only management network;
  • Routing anomalies, asymmetries, inconsistencies and failures of the Internet outside of the control of Armor;
  • Scheduled and emergency maintenance events as defined by Armor below; and
  • Customer directed actions, whether Customer, Armor or other party implemented, that affect the availability of the Secure Cloud Servers.

Armor proactively monitors Infrastructure and Secure Virtual Server uptime.  The results of these monitoring systems shall provide the sole and exclusive determination of Secure Virtual Server uptime and Armor agrees to provide these results upon written request via the Armor customer portal, but not more frequently then monthly, to Customer.

Scheduled Maintenance

Armor may from time to time conduct routine tests, maintenance, upgrades or repairs on any part of its infrastructure and Armor will provide Customer fourteen (14) days prior notice for customer-impacting maintenance, via the Armor customer portal. Where possible, such maintenance is scheduled to be conducted outside of the business hours of the datacenter in question (defined as Monday to Friday 09:00 to 18:00 of the time zone of the respective datacenter).

Emergency Maintenance

There may be instances where it is not practical for Armor to give advance notice of a maintenance event, for example, in the event of an unforeseen disruption of a critical service.  Addressing these events may require that emergency maintenance be performed. In these cases, Armor will be entitled to disrupt the Services to conduct this emergency maintenance without prior notice.

Service Credits

In the event that Armor does not meet the “End to End Infrastructure Uptime Guarantee” stated herein (excluding scheduled and emergency maintenance), Armor will provide Service Credits in accordance with the table below:

Length of Downtime Payout of Applicable Monthly Service Fees for Impacted Services*
>5 minutes – 45 minutes 10%
>45 minutes – 7 hours 20%
>7 hours 50%

 

The payout for any single failure shall not exceed fifty percent (50%) of the monthly service fees for those Services affected.

*The payout of applicable monthly service fees as described in the table above shall be based solely on the monthly service fees for those Services affected by any single failure, not the total monthly service fees paid by Customer.

Total cumulative Service Credits during any given month shall not exceed your monthly fee for those Services affected.

Service Credit Requests

All SLA claims must be made via a ticket in the Armor customer portal within seven (7) days of the incident. The ticket must include all relevant information, including host name, IP address, full description of the incident, and any logs (if applicable). All Service Credits will be issued as credits against future invoices for services.

In order to qualify for Service Credits, Customer cannot be ninety (90) or more days past due on payment to Armor and must be in compliance with both the Armor Complete Terms of Service and the Acceptable Use Policy.

No Service Credits will be given for service interruptions: (i) caused by the action or failure to act by Customer or Customer’s personnel, (ii) due to failure of any equipment or software provided by Customer, (iii) which are the result of scheduled or emergency maintenance, (iv) due to a force majeure event, (v) for which Customer is entitled to a Service Credit for the same or contemporaneous Service Commitment failure, (vi) to the extent Armor offers Customer a Self-Service Option, that result from your use of a Self-Service Option or (vii) that occur while you are subject to any suspension action taken by Armor pursuant to Section 6 of the Armor Complete Terms of Service.

Armor Complete Service Level Agreement (UK)

This ARMOR COMPLETE Service Level Agreement (the “SLA”) is an integral part of Customer’s agreement with Armor Defense limited, a private limited company established in the United Kingdom (“Armor”) for the provision of services (collectively the “Services”) set forth on the Service Order.

This SLA defines the terms of Armor’s responsibility with respect to the Services that Armor provides (the “Service Commitments”) and Customer remedies in the event that Armor fails to meet these Service Commitments. This SLA and the refunds set forth herein (the “Service Credits”) represent Armor’s sole obligation and Customer’s sole remedy for Armor’s failure to meet such Service Commitments. Armor reserves the right to modify this SLA at any time, effective upon notice to Customer.

The Service Commitments under this SLA are as follows:

‘End to End’ Infrastructure Uptime Guarantee

Armor guarantees uptime availability of 99.99% for the Secure Cloud Server.  This uptime is end-to-end and encompasses the following services needed to ensure the uptime of the Secure Cloud Server as defined in the list below:

  • Physical Infrastructure (all power and HVAC infrastructure, including UPS, PDU and cabling)
  • Armor Infrastructure (the Armor Network, firewalls, virtual firewall platform and infrastructure log collection devices)
  • Storage Platform (includes all LUN(s), SAN Fabric, SAN Switches, and SAN Data drive availability)
  • Compute Platform (includes all physical hosts and virtualization software)

Note: Operations within the Secure Cloud Server (i.e. Operating System and software) are outside the scope of this definition.

Note: The Armor Network, for the purposes of this SLA, is defined as the provision of access by Armor to the Armor internal boundary to the Internet as well as the internal network serving the front-end secure cloud hosting environment. The following are specifically excluded from this SLA:

  • The backend Armor-only management network;
  • Routing anomalies, asymmetries, inconsistencies and failures of the Internet outside of the control of Armor;
  • Scheduled and emergency maintenance events as defined by Armor below; and
  • Customer directed actions, whether Customer, Armor or other party implemented, that affect the availability of the Secure Cloud Servers.

Armor proactively monitors Infrastructure and Secure Virtual Server uptime.  The results of these monitoring systems shall provide the sole and exclusive determination of Secure Virtual Server uptime and Armor agrees to provide these results upon written request via the Armor portal, but not more frequently then monthly, to Customer.

Scheduled Maintenance

Armor may from time to time conduct routine tests, maintenance, upgrades or repairs on any part of its infrastructure and Armor will provide Customer fourteen (14) days prior notice for customer-impacting maintenance, via the Armor customer portal. Where possible, such maintenance is scheduled to be conducted outside of the business hours of the datacenter in question (defined as Monday to Friday 09:00 to 18:00 of the time zone of the respective datacenter).

Emergency Maintenance

There may be instances where it is not practical for Armor to give advance notice of a maintenance event, for example, in the event of an unforeseen disruption of a critical service.  Addressing these events may require that emergency maintenance be performed. In these cases, Armor will be entitled to disrupt the Services to conduct this emergency maintenance without prior notice.

Service Credits

In the event that Armor does not meet the “End to End Infrastructure Uptime Guarantee” stated herein (excluding scheduled and emergency maintenance), Armor will provide Service Credits in accordance with the table below:

Length of Downtime Payout of Applicable Monthly Service Fees for Impacted Services*
>5 minutes – 45 minutes 10%
>45 minutes – 7 hours 20%
>7 hours 50%

 

The payout for any single failure shall not exceed fifty percent (50%) of the monthly service fees for those Services affected.

*The payout of applicable monthly service fees as described in the table above shall be based solely on the monthly service fees for those Services affected by any single failure, not the total monthly service fees paid by Customer.

Total cumulative Service Credits during any given month shall not exceed your monthly fee for those Services affected.

Service Credit Requests

All SLA claims must be made via a ticket in the Armor customer portal within seven (7) days of the incident. The ticket must include all relevant information, including host name, IP address, full description of the incident, and any logs (if applicable). All Service Credits will be issued as credits against future invoices for services.

In order to qualify for Service Credits, Customer cannot be ninety (90) or more days past due on payment to Armor and must be in compliance with both the Armor Complete Terms of Service and the Acceptable Use Policy.

No Service Credits will be given for service interruptions: (i) caused by the action or failure to act by Customer or Customer’s personnel, (ii) due to failure of any equipment or software provided by Customer, (iii) which are the result of scheduled or emergency maintenance, (iv) due to a force majeure event, (v) for which Customer is entitled to a Service Credit for the same or contemporaneous Service Commitment failure, (vi) to the extent Armor offers Customer a Self-Service Option, that result from your use of a Self-Service Option or (vii) that occur while you are subject to any suspension action taken by Armor pursuant to Section 6 of the Armor Complete Terms of Service.

Acceptable Use Policy

Acceptable Usage Policy

This Acceptable Use Policy (the “Policy” or “AUP”) is an integral part of your agreement with Armor Defense Inc., a Delaware corporation (and its controlled subsidiary, Armor Defense Limited) (“Armor”), for the provision of any services (collectively the “Services”) set forth on a Service Order or quote.  Any capitalized term herein not defined shall have the meaning as set forth in your agreement.

This Policy is designed to help protect Armor, its customers and the public from illegal activities and other misuse of the Services. The Policy is a non-exclusive list of the actions prohibited by Armor and Armor reserves the right to modify the Policy at any time, effective upon notice to you. Armor reserves the sole and absolute right to interpret, apply, define and implement this Policy.

Trade and Export Regulations

You hereby agree to comply with the applicable trade and export regulations of the respective country in which the Services are provided.

Illegal use

Any use of the Services in a manner that may be defined or deemed to be statutorily illegal under applicable laws is a violation of this AUP. Such use includes, but is not limited to, use of the Services to host, distribute or secure content or links to content involving child pornography, terroristic threats, phishing, credit card fraud, racketeering, defamation and slander.

Content and activities not permitted

You may not use the Services to host, distribute or secure content or links to content that Armor reasonably believes:

  • Constitutes, depicts, fosters, promotes or relates in any manner to pornography or the marketing of pornographic materials,
  • Is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;
  • Is defamatory, intended to harass or threaten or violates a person’s privacy;
  • Creates a risk to public safety or health in general or to any individual’s safety or health;
  • Improperly exposes trade secrets or other confidential or proprietary information of another person or company;
  • Is intended to assist others in defeating technical copyright protections;
  • Infringes a copyright in direct violation of the Digital Millennium Copyright Act (“DMCA”) or any other similar legislation;
  • Infringes on another’s patent, trade or service mark, trade secret or other property right; or
  • Is otherwise malicious or fraudulent, or may result in retaliation against Armor by offended recipients.

You also may not use any Services to facilitate or support the following activities:

  • IRC, Egg Drops, BNC, or IRC bots
  • Proxies
  • Game Servers
  • Online gambling services
  • Unauthorized vulnerability monitoring and testing
  • Unsolicited email and/or SPAM (including but not limited to any conduct that would violate the CAN-SPAM Act of 2003 or any other similar legislation)
  • Denial of Service attacks
  • Server Abuse
  • Distribution of Malware

Abuse Complaints

Should Armor receive an abuse complaint from any third party, Armor shall have the right to assume that the facts stated in such complaint are accurate and true unless you provide compelling evidence to the contrary. Any such failure to reasonably cooperate with Armor’s investigation of any abuse complaints or suspected breaches of your environment shall constitute a breach of this AUP.

Reporting Violation of the Acceptable Use Policy

Armor accepts reports of alleged violations of this AUP via abuse@Armor.com.

Reports of alleged violations should include name, contact information, IP address, and description of the violation. While Armor’s policy is to use commercially reasonable efforts to review all third party reports and take appropriate actions as described within the resolution process set forth below, Armor will neither assume nor owe any duty to any third party that files a report alleging a violation of this AUP.

Resolution Process for Violations of Armor’s Acceptable Use Policy

The ultimate goal of this AUP is to balance the rights of our customers with the policies set forth in this AUP. The goal of the Resolution Process described below is to mitigate service interruptions while resolving potential violations of this AUP. Our staff is dedicated to working with the customer in resolving potential violations. The resolution process below provides the process for resolving all potential violations. Timing for resolution differs according to the degree of the violation, the nature of the violation, involvement of law enforcement, involvement of third party litigation, or other related factors. Overall, Armor is dedicated to working with the customer in resolving, where practical, all potential AUP violations prior to any interruption of the Services.

  • Step 1: Identification of potential AUP violation:

Armor actively monitors its infrastructure and all Services and may, in the course of monitoring and managing its infrastructure and Services, uncover potential violations of this AUP. AUP violations can also be identified through reports received from third parties as described above.

  • Step 2: Notification and investigation of potential AUP violation:

A ticket will be generated under the customer’s portal account with information regarding the potential violation of this AUP.

Following the generation of the ticket, Armor will work with the customer to investigate the reported violation and advise remedial actions required to resolve the violation.

Following such investigation, if Armor discovers there has been no violation of this AUP or the remedial actions have been completed by the customer to Armor’s reasonable satisfaction, the applicable ticket will be closed and no further action will be taken.

  • Step 3: If the reported violation of the AUP is disregarded or not properly addressed:

If the reported violation of this AUP is disregarded or not properly addressed by the customer, Armor may remove public access to the Services or disable the Services. If Armor takes this step, Armor may allow customer access to the Services via a secure non-public network, if such access is necessary for customer to complete any necessary remedial actions.

As soon as the violation is addressed to Armor’s reasonable satisfaction, either public access to the Services shall be restored or the Services will be enabled.

If the customer will not or cannot resolve the violation of this AUP or fails to participate in Armor’s resolution process, Armor may terminate the Services at its sole discretion.

Disclaimer: Armor retains the right, at its sole discretion, to refuse new Services to any individual, group, or business. Armor also retains the right to discontinue Services to customers with excessive and/or multiple repeated violations. No credit will be available under any applicable Service Level Agreement for interruptions of the Services resulting from AUP violations.

Privacy Statement

TRUSTe Certified Privacy

Effective Date: 09/30/2016

TRUSTe Privacy Certification

 

 

Armor Defense Inc., a Delaware corporation (“Armor” or “We” or “us” or “our“) is committed to the protection of the customer’s privacy. We have established this privacy statement (the “Statement“) as a means of disclosing to you how we collect, utilize, distribute and protect your personally identifiable information. It also describes the choices available to you regarding the use of, your access to, and how to update and correct your personal information. This privacy statement applies exclusively to the Site www.armor.com (the “Site“) and by using this Site and our Services, you unconditionally agree to be bound by this Statement.

For the purposes of this Privacy Statement, “customer” shall mean any past, current or prospective customer of Armor, including any visitor to the Site. This Privacy Statement governs the manner in which Armor collects, uses, maintains and discloses information collected from customers in connection with Armor the Services (as defined in the Terms of Service https://www.armor.com/company/legal).

EU-U.S. Privacy Shield

Armor Defense Inc. (and its controlled subsidiary Armor Defense Limited) participates in and has certified its compliance with the EU-U.S. Privacy Shield Framework. Armor is committed to subjecting all personal data received from the European Union (EU), European Economic Area, and Switzerland, in reliance on the Privacy Shield Framework, to the Framework’s applicable Principles.  To learn more about the Privacy Shield Framework, please visit https://www.privacyshield.gov/list.

Armor is responsible for the processing of personal data it receives, under the Privacy Shield Framework, and subsequently transfers to a third party acting as an agent on its behalf.  Armor complies with the Privacy Shield Principles for all onward transfers of personal data from the EU, including the onward transfer liability provisions.

With respect to personal data received, collected, or transferred under the Privacy Shield Framework, Armor is subject to the regulatory enforcement powers of the U.S. Federal Trade Commission.  In certain situations, Armor may be required to disclose personal data in response to lawful requests by public authorities, including to meet national security or law enforcement requirements.

If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider (free of charge) at https://feedback-form.truste.com/watchdog/request.  Under certain conditions, more fully described on the Privacy Shield website [https://www.privacyshield.gov/article?id=How-to-Submit-a-Complaint], you may invoke binding arbitration when other dispute resolution procedures have been exhausted.

U.S. – Swiss Safe Harbor Framework

Armor complies with the U.S. – Swiss Safe Harbor Framework as set forth by the U.S. Department of Commerce regarding the collection, use and retention of personal data from Switzerland. Armor has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement. To learn more about the Safe Harbor program, and to view Armor’s certification, please visit https://safeharbor.export.gov/swisslist.aspx.

Updating/Accessing/Amending/Correcting Personally Identifiable Information

If your personally identifiable information changes, you may correct or delete it by contacting us by telephone or postal mail at the contact information listed below. We will respond to your request within 30 days.

Upon request Armor will provide you with information about whether we hold or process on behalf of a third party, any of your personal information.  To request this information please contact us at legal@armor.com .

We will retain your information for as long as your account is active or as needed to provide you services.  We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

The Personally Identifiable Information We Collect

Armor may collect personally identifiable information from customers in a variety of ways, including online and offline subscription and order forms, paper or telephone submissions, and other instances where customers are invited to volunteer such information. Additionally, contact information may be collected during any correspondence relating to customer support, as well as in connection with the Service offered on the Site.  If you provide us personal information about others, or if others give us your information, we will only use that information for the specific reason for which it was provided to us.

Armor may collect such information as contact name, business name and type, address, phone number, email address and billing information including credit card number and expiration date, as well as other information. We will only use your name, address and billing information/credit card information to process your order. The addresses are used for customer support, required notifications, product and statement updates and marketing releases. Under no circumstances will we use this information for anything else not described in this Privacy Statement. All users may at any time opt-out of our marketing by clicking the Unsubscribe link located at the bottom of all marketing and customer notices or by submitting a General Inquiry at https://www.armor.com/company/contact/.

However, even where a customer has opted out of receiving any marketing data, in order to fulfill our service obligations, Armor will continue to send emails regarding customers’ account administration or interruptions to the Services for system maintenance.

Information will only be made publicly available where mandated by governing agencies, in response to subpoenas, similar legal process or court orders, when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a government request, or as disclosed in accordance with the terms and conditions of our agreements with customers.

Financial Information

Whenever customers apply for our services or sign up for any other product or service through Armor, they may be required to submit financial information such as a credit card number and billing address before we will process the application. Armor will not sell, share or rent any financial information collected except as disclosed in this statement or as necessary to fulfill orders.

Internet Protocol (IP) Addresses

Armor uses your unique network address and SessionID to help diagnose potential problems with equipment, to help tailor content to match your preferred interests and to otherwise administer the Site.

Data Integrity and Security

Armor makes diligent efforts to maintain accurate information on our customers. Armor has put stringent security procedures in place to protect such information collected about our customers. We constantly monitor our systems, which are protected using industry-standard security measures. Transport Layer Security (“TLS”) connections are used to communicate to our system to protect customer financial information (such as credit card number or bank account information), as well as encrypting vital information that customers input through the Site. Although reasonable efforts are made to secure network communications and the Site, Armor cannot guarantee that the information submitted to, maintained on, or transmitted from our systems will be completely secure.  Therefore, we cannot guarantee its absolute security. If you have any questions about security on our Web site, you can contact us at legal@armor.com.

Data Access

Customers may access all personal identifiable information that we collect and maintain by contacting us by mail or telephone at the contact information listed below. They can correct factual errors in personally identifiable information by contacting us by mail or telephone at the contact information listed below. To protect customer privacy and security, Armor reserves the right to take reasonable steps to verify customer identity prior to granting access or processing changes or corrections.

How Information is Used

Armor may contact customers regarding products and services offered by Armor and its trusted affiliates, business partners, and independent contractors. We may also use information collected through the Site for research regarding the effectiveness of the Site and related marketing, advertising and sales efforts. Information will only be made publicly available where mandated by governing agencies, in response to subpoenas, court orders, or other legal process when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a government request, or as disclosed in the terms and conditions of our agreements with customers.  In certain situations, Armor may be required to disclose personal data in response to lawful requests by public authorities, including to meet national security or law enforcement requirements.

Electronic Mail

Electronic communications may be sent by Armor using customers’ personal contact information to inform them of new products, important industry news or general services and upgrades provided by Armor. If customers do not wish to receive these industry notices, they may at any time opt-out of our marketing by clicking the Unsubscribe link located at the bottom of all marketing and customer notices. However, in order to fulfill our service obligations, Armor will continue to send emails regarding customers’ account administration or service interruptions for system maintenance.

Disclosure

Information collected from customers may be disclosed to independent contractors and business partners who have agreed to hold this information in confidence, not use it for any purpose except to carry out the service they are providing for Armor, and only in the ways that are described in this privacy statement and security policies in the way this information is handled. We do not sell your personal information to third parties. This would include the third-party agent acting as a payment processor on our behalf, as well as the third-party agent hosting our chat feature. Armor may also disclose aggregate, anonymous data based on information collected from customers to actual or prospective investors and partners. Should a sale of Armor’s business ever occur, collected customer information may be transferred along with the sale but the information will be treated in the same manner as set forth in this Privacy Statement. In the event of any significant changes to the manner your information is handled, we would notify you by a prominent notice on the Site, or by email.

We post customer testimonials on the Site. We do obtain users’ authorization prior to posting on the Site. If you wish to update or delete your testimonial, you can contact us at legal@armor.com.  When you select to email a friend about the Site, or Service, we request their name and email to facilitate the Service. This third-party information is not used for any purposes beyond sending this one-time email. Armor stores this information for the sole purpose of sending this one-time email. Your friend may contact us at legal@armor.com  to request that we remove this information from our database. We provide widgets on the Site that make it possible to share information on third-party platforms. These widgets do not store your personally identifiable information.

If you use a bulletin board, blog, or chat room on this website, you should be aware that any personally identifiable information you submit there can be read, collected, or used by other users of these forums, and could be used to send you unsolicited messages. We are not responsible for the personally identifiable information that you choose to submit in these forums.  To request removal of your personal information from our blog or community forum, contact us at legal@armor.com.  In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why.

Our Commitment To Children’s Privacy

Protecting the privacy of the very young is especially important. For that reason, we never collect or maintain information on our Site from those we actually know are under the age of 13, and no part of our Site is structured to attract anyone under 13.

Sites Other Than Armor

The Site may contain links to third-party websites. Please note that these websites’ privacy and other policies may differ from those of Armor. We strongly recommend that customers review the privacy policies of any online service prior to submitting personally identifiable information. Armor has no control over and is not responsible for the information practices of other websites, including those to which we may link and those which may link to us.

Social Media Widgets

Our Web site includes Social Media Features, such as the Facebook button and Widgets, such as the Share this button or interactive mini-programs that run on our site. These Features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the Feature to function properly. Social Media Features and Widgets are either hosted by a third party or hosted directly on our Site. Your interactions with these Features are governed by the privacy statement of the company providing it.

Single Sign-On

You can apply to job postings through our site using sign-in services such as LinkedIn or an Open ID provider. These services will authenticate your identity and provide you the option to share certain personal information with us such as your name and email address to pre-populate our sign up form.  Services like Facebook Connect give you the option to post information about your activities on this Web site to your profile page to share with others within your network.

Conditions of Use, Concerns

By choosing to visit and interact with Armor, customers agree that their visit and any dispute regarding the protection of their privacy during such visit is subject to this Privacy Statement including, but not limited to, the provisions regarding limitations on damages and the application of the law of the state of Delaware. Please note that if customers enter into other contractual agreements with Armor, privacy terms and conditions of such other agreements may supplement or supersede this statement. Questions and concerns about privacy at Armor should be directed to legal@armor.com.

By Mail: Armor Defense Inc.
2360 Campbell Creek Blvd., Suite 525
Richardson, Texas 75082
+1 (877) 262-3473

Attn: Legal Department

Revisions or Changes

Armor reserves the right to change this Privacy Statement and other policies prospectively at any time, subject to applicable laws and regulations, by posting a prominent notice of any such material changes on the Site prior to the change becoming effective. Regardless of later updates or changes to our Privacy Statement, we will never use the information you submit under our current Privacy Statement in a new way without first providing you an opportunity to opt-out or otherwise prevent that use.

Cookies and Tracking Technologies

Armor Defense Inc. and its partners use cookies or similar technologies to analyze trends, administer the website, track users’ movements around the website, and to gather demographic information about our user base as a whole. You can control the use of cookies at the individual browser level, but if you choose to disable cookies, it may limit your use of certain features or functions on our website or service.

Log Files

As is true of most web sites, we gather certain information automatically and store it in log files.  This information may include internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and/or clickstream data.

We may combine this automatically collected log information with other information we collect about you.  We do this to improve services we offer you, to improve marketing, analytics, or site functionality.

Behavioral Targeting/Re-Targeting

We partner with a third party ad network to either display advertising on our Web site or to manage our advertising on other sites. Our ad network partner uses cookies and Web beacons to collect non-personally identifiable information about your activities on this and other Web sites to provide you targeted advertising based upon your interests. If you wish not to have this information used for the purpose of serving you targeted ads, you may opt-out by clicking here (or if located in the European Union click here). Please note this does not opt you out of being served advertising. You will continue to receive generic ads.