# ArmorOS Vendor Master Services Agreement **Version:** v1-2026-04 **Status:** DRAFT — pending legal review --- This Master Services Agreement ("Agreement") is entered into between **Cabrillo Club LLC**, a Delaware limited liability company operating the ArmorOS platform at armor-os.com ("ArmorOS"), and the vendor entity identified at acceptance ("Vendor"). By clicking "I accept" on the ArmorOS vendor portal, Vendor agrees to the terms below. --- ## 1. Services 1.1 ArmorOS operates a demand-aggregation and competitive-bid brokerage platform for ballistic armor products. ArmorOS pools buyer intents across agencies and geographies and issues Requests for Quotes ("RFQs") to qualifying vendors. 1.2 Vendor participation in RFQs is voluntary. Vendor may decline any invitation and may withdraw submitted bids prior to the bid deadline. 1.3 ArmorOS acts solely as broker. ArmorOS does not take title to any product, does not hold inventory, does not process buyer payments, and is not party to the sale transaction between Vendor and Buyer. --- ## 2. Broker Fee 2.1 On an awarded and buyer-accepted RFQ ("Awarded Transaction"), Vendor shall pay ArmorOS a broker fee of **five percent (5%)** of the total transaction amount, calculated as unit price multiplied by aggregate buyer quantity accepted. 2.2 Pilot-mode RFQs (flagged in the ArmorOS admin console) run at a zero-percent (0%) broker fee. All RFQs initiated before Vendor's acceptance of this Agreement are deemed pilot-mode. 2.3 ArmorOS will issue Vendor an invoice within 5 business days of buyer acceptance. Payment terms are net 30 from invoice issuance. 2.4 Late payments accrue interest at 1.0% per month or the maximum permitted by law, whichever is lower. --- ## 3. Vendor Obligations 3.1 Vendor represents that the signatory is authorized to bind Vendor to this Agreement. 3.2 Vendor shall provide ArmorOS with a current IRS Form W-9 (or W-8 for non-US entities) at or before signing. 3.3 Vendor shall honor bid terms for the validity period specified at submission, subject to product availability. 3.4 Vendor shall respond to buyer introductions in good faith within five (5) business days of award notification. --- ## 4. Non-Circumvention 4.1 For a period of **twelve (12) months** from the date of an Awarded Transaction, Vendor shall not directly solicit or transact with the introduced Buyer for the same product category without remitting the 5% broker fee to ArmorOS as if the transaction had occurred through the platform. 4.2 This restriction does not apply to: - Buyers with whom Vendor had an active contractual relationship prior to the introduction (Vendor must identify such relationships to ArmorOS at invitation), - Transactions for product categories materially different from the awarded RFQ scope, - Transactions occurring after the 12-month period. --- ## 5. Data Rights 5.1 Vendor grants ArmorOS a perpetual, royalty-free license to retain and use transaction metadata (product SKU, unit price, quantity, lead time, award date, buyer state) for: - Pricing intelligence and benchmarking published in anonymized, aggregate form, - Internal platform analytics, - Regulatory or tax reporting. 5.2 ArmorOS will not disclose Vendor's individual bid pricing to competing vendors or to buyers not party to the Awarded Transaction. 5.3 ArmorOS will not publish Vendor-identifiable pricing without Vendor's written consent. --- ## 6. Representations + Warranties 6.1 Vendor represents that products offered through ArmorOS meet all applicable federal, state, and local regulatory requirements, including but not limited to NIJ compliance where claimed. 6.2 Vendor is solely responsible for product warranty, liability, and performance. 6.3 ArmorOS makes no warranty regarding buyer acceptance, buyer capacity to pay, or eventual transaction completion. --- ## 7. Indemnification 7.1 Vendor shall indemnify and hold harmless ArmorOS, its owners, officers, employees, and affiliates from any claim arising from: - Product defects, injuries, or liability, - Vendor's violation of law, - Vendor's breach of this Agreement. 7.2 ArmorOS shall indemnify Vendor for claims arising from ArmorOS's gross negligence or willful misconduct in operating the platform. Liability cap: three months of broker fees paid by Vendor in the preceding twelve months. --- ## 8. Termination 8.1 Either party may terminate this Agreement for convenience on thirty (30) days' written notice. 8.2 Open RFQs for which Vendor has submitted a bid at time of termination notice remain subject to this Agreement through award resolution. 8.3 Non-circumvention (Section 4) survives termination for the full 12-month period per awarded transaction. --- ## 9. Dispute Resolution 9.1 Any dispute arising under this Agreement shall first be submitted to good-faith negotiation for thirty (30) days. 9.2 If unresolved, disputes shall be settled by binding arbitration under the American Arbitration Association Commercial Rules, seated in Wilmington, Delaware. 9.3 Prevailing party shall be entitled to reasonable attorneys' fees. --- ## 10. Governing Law This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. --- ## 11. Miscellaneous 11.1 This Agreement represents the entire agreement between the parties regarding the ArmorOS platform. 11.2 Amendments require written agreement (including electronic click-through for updated MSA versions). 11.3 Either party may assign this Agreement to an affiliate or successor-in-interest with notice. 11.4 Notices shall be delivered to the email address on record with ArmorOS (for Vendor) and to `legal@armor-os.com` (for ArmorOS). --- **Version control:** updated versions of this Agreement may require re-acceptance by Vendor. Material changes will be communicated with 30 days' notice. Continued participation in RFQs constitutes acceptance of the current version. --- *This document is a draft and has not yet been reviewed by counsel. By clicking "I accept", Vendor acknowledges receipt and agreement subject to any operator-communicated revisions following legal review.*