Last Updated: May 1st 2023
Company: Armada Cyber Defense LLC dba CyberComply
Website: https://www.cybercomply.us

1. Overview

This Partner Program Agreement (“Agreement”) governs participation in the CyberComply Partner Program (“Program”). The Program is designed for managed service providers (MSPs), managed security service providers (MSSPs), Consultants, RPOs, C3PAOs, and related organizations seeking to deliver or integrate governance, risk, and compliance (GRC) solutions for their clients using CyberComply’s services (“Services”).

By participating, the Partner receives access to resources, training, and tools that enhance cybersecurity assurance and client delivery capabilities. This Agreement and any applicable addenda (“Relevant Addenda”) together constitute the full Agreement between the Partner and the Company.

2. Relationship of the Parties

The relationship between the Company and Partner is non-exclusive and that of independent contractors. Nothing herein establishes an employment, agency, or joint venture relationship. Each party is responsible for its own costs, employees, and tax obligations. Neither party may make representations or warranties on behalf of the other.

3. Business Integrity and Compliance

Both parties shall comply with all applicable laws, including those governing data protection, anti-corruption, export control, and intellectual property.
Partners must conduct business with integrity, maintain accurate records, and avoid activities that may result in conflicts of interest or unethical conduct.

Partners must not offer, provide, or authorize any form of bribe or improper payment to influence a business decision. The Partner shall ensure its representatives are trained on anti-corruption, business ethics, and cybersecurity best practices.

4. Confidentiality

Each party shall protect the other’s confidential information and use it only for purposes of this Agreement. Disclosure is permitted only to authorized representatives under equivalent confidentiality obligations or as required by law. This obligation survives termination for five years.

5. Proprietary Rights

All rights, titles, and interests in and to CyberComply Services, trademarks, and intellectual property remain the sole property of Armada Cyber Defense LLC.

Partners are granted limited rights to market and resell Services under the Program but may not modify, reverse-engineer, or sublicense the Services.

Partners may use the CyberComply name in plain text for factual identification, following trademark guidelines at: https://cybercomply.us/cybercomply-branding-and-logo.

6. Conduct and Use

Partners may not represent CyberComply in any misleading manner, alter any product materials, or issue press releases referencing the Company without written approval. Partners must maintain their CyberComply Partner status and ensure secure use of all Services, accounts, and credentials.

7. Data Privacy and Security

Both parties act as independent data controllers when processing personal data under this Agreement. Each must comply with applicable data protection laws and implement commercially reasonable security measures.

Upon termination, each party shall return or destroy any personal data in its possession unless retention is legally required.

8. Program Fees and Payments

Payment is required prior to activation of any Service unless otherwise agreed in writing.

All fees are non-refundable after seventy-two (72) hours from payment.

Each party is responsible for applicable taxes. Payments must be made via credit card or electronic transfer as directed by the Company.

Partners may set their own pricing to clients unless otherwise stated in a written offer or addendum.

9. Term and Termination

This Agreement remains effective for one year from the Effective Date and automatically renews for successive one-year terms unless terminated with thirty (30) days’ written notice.

Either party may terminate immediately for breach, confidentiality violations, or unlawful conduct. Termination results in immediate discontinuation of any rights under this Agreement.

10. Limitation of Liability

Each party’s total cumulative liability under this Agreement shall not exceed the total fees paid by Partner to the Company in the twelve (12) months preceding the claim.

Neither party shall be liable for indirect, incidental, consequential, or punitive damages, including loss of profits or data, except for breaches involving confidentiality, intellectual property, or fraud.

11. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of laws principles.

The exclusive venue for any dispute shall be the state or federal courts located in Miami-Dade County, Florida.

The parties agree to attempt good-faith resolution before pursuing litigation.

12. Notices

Legal notices must be in writing and sent to:
Armada Cyber Defense LLC, Legal Department
11091 SW 117th Ct, Miami, FL 33186
Email: legal@cybercomply.us

Notices to Partner shall be sent to the address provided in the Partner’s application.

13. Entire Agreement and Amendments

This Agreement, along with any incorporated addenda or policies referenced at https://www.cybercomply.us/legal, constitutes the entire understanding between the parties.

The Company may modify this Agreement at any time by posting an updated version on its legal page. Continued participation in the Program after ten (10) days constitutes acceptance of the revised terms.

14. Survival

Provisions related to confidentiality, proprietary rights, limitation of liability, and governing law shall survive the termination of this Agreement.

Partner Program Agreement