Authorized Reseller Agreement

Armada owns and operates SAM Submit, a software-as-a-service platform designed to assist businesses with federal government contracting activities.

Armada desires to authorize Reseller to market, promote, refer, and sell paid subscriptions to SAM Submit, and Reseller desires to do so under the terms of this Agreement.

This Agreement establishes the Parties' respective rights and obligations, including a 50% / 50% revenue-sharing arrangement for qualifying paid SAM Submit subscriptions attributable to Reseller.

Armada appoints Reseller as a non-exclusive Authorized Reseller of SAM Submit, subject to this Agreement.

Reseller may market, demonstrate, promote, recommend, and sell SAM Submit subscriptions to prospective customers.

Unless Armada expressly agrees otherwise in writing, Reseller's appointment is non-exclusive. Armada may sell directly, appoint other resellers, establish referral, affiliate, or strategic relationships, sell through distributors or marketplaces, enter enterprise agreements, and use other sales channels.

Reseller may represent itself as an “Authorized SAM Submit Reseller” while this Agreement remains in effect. Reseller shall not represent itself as an owner, employee, legal partner, agent, joint venture, or exclusive representative of Armada or SAM Submit.

“SAM Submit” or the “Platform” means the SAM Submit software-as-a-service platform and associated subscription services operated by Armada.

• SAM.gov opportunity search and monitoring
• company and contractor workspaces
• opportunity analysis, qualification, intelligence, Win Strategy, and pursuit analysis
• capability statement creation and tailoring
• federal solicitation and response development for RFQs, RFPs, IFBs, Sources Sought, RFIs, Combined Synopsis/Solicitations, Task Orders, BPA Calls, BAAs, CSOs, SBIR/STTR, OTAs, A-E/SF330, and IDIQ/MAC opportunities
• AI-assisted drafting, tailoring, solicitation analysis, and compliance reviews
• CRM, vendor and teaming research, Growth tools, learning resources, PDF generation, downloads, and additional functionality introduced by Armada

4.1 50% Revenue Share. For each qualifying paid SAM Submit subscription properly attributable to Reseller, Armada and Reseller shall divide Net Subscription Revenue equally: Reseller 50%; Armada 50%. This is a revenue-sharing arrangement and not an ownership interest in SAM Submit or Armada Cyber Defense LLC.

4.2 Net Subscription Revenue means subscription payments actually received from a qualifying customer, less refunds actually issued, chargebacks, fraudulent or reversed transactions, sales, use, VAT, or similar taxes collected, and directly attributable third-party payment-processing fees. No other Armada operating expenses shall be deducted, including hosting, development, AI services, APIs, personnel, marketing, administration, legal services, or overhead.

4.3 Example. If a qualifying customer pays $1,000 and processing is $30, Net Subscription Revenue is $970. Reseller receives $485 and Armada receives $485.

A customer qualifies when reasonably attributable to Reseller through an approved tracking method.

• Reseller-specific referral links or codes
• customer registration or CRM attribution
• Reseller-created accounts
• Armada-approved customer or written lead registration
• another tracking mechanism established by Armada

Reseller's 50% share applies to qualifying payments received while the customer remains an active qualifying customer and this Agreement remains in effect, subject to post-termination provisions. It includes monthly, annual, and multi-year subscriptions, renewals, upgrades, additional seats, paid modules, and add-ons. Direct renewal through SAM Submit does not remove attribution.

Unless agreed in writing, the 50% share applies only to paid SAM Submit subscription revenue, not consulting, custom development, implementation, professional services, separate training, sponsorships, advertising, custom integrations, data services, API licensing, white-label licensing, government consulting, or other non-subscription services. Armada shall not artificially reclassify ordinary subscription revenue to avoid commissions.

Unless approved by Armada, customers shall subscribe and pay through Armada's approved billing system. Armada shall be merchant of record unless otherwise agreed. Reseller shall not collect payment in Armada's name without written authorization.

Armada shall calculate revenue share monthly and pay amounts due within fifteen (15) calendar days after month end, provided payments were received and are not disputed. Armada shall provide a statement or dashboard with qualifying accounts, payments, refunds, chargebacks, processing deductions, Net Subscription Revenue, Reseller share, and amount payable.

If a paid customer transaction is later refunded, reversed, or charged back, Armada may deduct Reseller's proportional share from the next payment, with reasonable documentation. After termination, Reseller shall reimburse material overpayments when no future payment is due.

Armada establishes official plans and retail pricing. Reseller shall use current approved pricing and may not make unauthorized permanent price changes, discounts, lifetime offers, subscription-term modifications, free subscriptions, misleading bundles, or commitments on Armada's behalf. Pricing changes do not retroactively alter earned compensation.

Reseller shall use commercially reasonable efforts to market SAM Submit professionally and may identify prospects, conduct outreach, demonstrate the Platform, explain functionality, assist with plan selection and onboarding, provide basic assistance, hold webinars, and attend events. Reseller bears its own personnel, equipment, marketing, travel, taxes, insurance, and operating expenses unless agreed otherwise.

Armada is responsible, as applicable, for hosting, development, maintenance, security, infrastructure, billing, account administration, updates, integrations, technical support, bug fixes, data management, documentation, and product development. Technical support: support@armadacyberdefense.us. General inquiries: contact@armadacyberdefense.us.

Reseller may provide first-line product selection, demonstration, onboarding, and general-use assistance. Platform-level technical issues should be referred to Armada. Reseller shall not make unauthorized commitments about fixes, releases, functionality, security, integrations, or schedules.

Armada may provide approved logos, screenshots, descriptions, demonstrations, sales materials, videos, presentations, pricing, feature descriptions, and other assets. Armada grants a limited, non-exclusive, non-transferable, revocable license to use approved trademarks and materials solely for authorized activities. Reseller-created materials must be accurate and brand compliant. Armada may require correction or removal.

• SAM Submit is operated by, is, or is endorsed by SAM.gov or the U.S. Government
• SAM Submit is endorsed by GSA, SBA, DoD, or another agency unless true
• purchase guarantees a government contract, proposal success, certification, or other result
• Armada can influence procurement decisions
• SAM Submit provides legal advice
• Reseller can bind Armada without express authority

Armada retains all rights in SAM Submit and its source and object code, architecture, databases, schemas, workflows, prompts, AI configurations, algorithms, designs, interfaces, documentation, methodologies, content, trademarks, trade names, logos, domains, improvements, and derivative works. The revenue share is only an economic right under this Agreement.

• Copy or reverse engineer the Platform except where law prohibits restriction
• seek unauthorized access or duplicate proprietary functionality using Armada Confidential Information
• sublicense, sell unauthorized copies, or remove proprietary notices
• share administrative credentials, misuse customer information, or knowingly interfere with operation

Customer data remains subject to Armada's terms, privacy and security policies, and law. Reseller may access it only as reasonably necessary for authorized sales, onboarding, support, or account management and may not sell, disclose, export, scrape, or commercially exploit it.

Confidential Information includes non-public customer, prospect, pricing, financial, software, code, architecture, roadmap, prompt, AI, API, credential, security, sales, marketing, business-plan, and proprietary-process information. Each Party shall protect it with reasonable care and use it only for authorized purposes. These duties survive termination.

Reseller shall maintain reasonable safeguards and promptly notify Armada of known or suspected unauthorized access, compromised credentials, data exposure, security incidents, or misuse, and shall reasonably cooperate in remediation.

Armada acknowledges Reseller's economic interest in properly attributed customers and shall not intentionally change attribution primarily to avoid revenue share. Reseller shall not divert customers to an unauthorized competitor using Armada confidential information or customer data. Armada may communicate directly about billing, support, security, updates, administration, and renewals.

Armada shall keep reasonable reseller revenue records for at least three years. Upon reasonable written request, Reseller may obtain documentation needed to verify a statement, without unreasonable operational interference or disclosure about unrelated parties.

Reseller may represent other products if it does not misuse confidential information or misrepresent a competitor as SAM Submit. Armada may appoint other resellers, affiliates, distributors, partners, consultants, or representatives.

The Parties are independent contractors. This Agreement creates no employment, franchise, agency, fiduciary, legal partnership, joint venture, or ownership relationship. Neither Party may bind the other except as expressly authorized in writing.

Reseller is responsible for taxes arising from payments received. Armada may issue legally required tax documentation. Reseller is not an employee and receives no employee benefits.

Each Party shall comply with applicable law. Reseller shall market ethically and avoid deceptive, fraudulent, or misleading practices, and shall comply with applicable ethics, procurement integrity, anti-kickback, bribery, and conflict-of-interest requirements.

This Agreement begins on the Effective Date and continues until terminated. No minimum sales volume applies unless established by written addendum.

Either Party may terminate on thirty (30) days' written notice. Existing obligations continue during the notice period unless mutually agreed otherwise.

Either Party may terminate for a material breach not cured within thirty (30) days after written notice. Armada may suspend or terminate sooner for fraud, intentional revenue diversion, customer-data misuse, unauthorized access, intellectual-property theft, deliberate security violations, material false statements, unlawful sales activity, or material security or legal risk.

After termination without cause, Reseller continues receiving its 50% share from qualifying pre-termination customers for twelve (12) months if continuously subscribed. Cause involving fraud, diversion, theft, deliberate data misuse, or another uncured material breach may end future sharing at termination. Undisputed compensation earned before termination remains payable.

• Reseller stops presenting itself as authorized and discontinues trademark use except for surviving obligations
• confidential materials are returned or destroyed when reasonably requested and unauthorized access ceases
• outstanding compensation is calculated and refunds or chargebacks remain reconcilable
• provisions intended to survive remain effective

Armada will use commercially reasonable efforts to operate SAM Submit but does not warrant uninterrupted or error-free service. Third-party providers, APIs, payment systems, government sources, and other services may affect availability. Armada does not guarantee contracts, qualification, awards, certifications, evaluation scores, or financial results.

Each Party is responsible for third-party claims resulting primarily from its fraud, willful misconduct, legal violation, unauthorized representations, intellectual-property infringement, or material confidentiality or security breach, and shall reasonably cooperate in covered claims.

Except for payment obligations, fraud, intentional misconduct, confidentiality violations, intellectual-property misappropriation, customer-data misuse, or indemnification obligations, neither Party is liable for indirect, incidental, punitive, special, or consequential damages arising from this Agreement.

The Parties shall first negotiate in good faith. Unresolved disputes shall proceed to mediation in Miami-Dade County, Florida before litigation, except where temporary or emergency relief is reasonably necessary to protect intellectual property, confidential information, customer data, systems, or funds.

Florida law governs without regard to conflict-of-law principles.

Judicial proceedings shall be brought in a court of competent jurisdiction in Miami-Dade County, Florida unless otherwise agreed in writing.

Formal notices to Armada Cyber Defense LLC shall be sent to contact@armadacyberdefense.us, phone (305) 306-1800, Miami-Dade County, Florida. Notices to Reseller go to the contact information in this Agreement or later designated in writing. Email is written notice when delivery can reasonably be documented.

Reseller may not assign, transfer, sublicense, or sell its rights without prior written consent. Armada may assign in a merger, acquisition, restructuring, financing, or sale of SAM Submit or substantially associated assets if the successor assumes applicable obligations.

Material amendments must be written and accepted by both Parties. Ordinary Platform, documentation, branding, or technical changes are not amendments.

If a provision is invalid or unenforceable, the remainder remains effective. The invalid provision shall be modified only as needed to preserve its intended purpose.

Failure to enforce a provision once does not waive it or the right to enforce it later.

This Agreement is the entire agreement concerning SAM Submit resale and revenue sharing and supersedes prior oral or written discussions on that subject.

This Agreement may be executed electronically and in counterparts. Electronic signatures have the same force as originals to the extent permitted by law.