MSP SaaS Agreement

Written by IRONSCALES | Mar 17, 2026 11:47:39 PM

SaaS Agreement for MSP & MSSP

This SaaS Agreement for Managed Service Providers (“MSP”) and Managed Security Service Providers (“MSSP”) (the “Agreement”) is entered into by and between IRONSCALES (as defined below) and the entity signing this Agreement in the signature block below as the partner agreeing to these terms (“Partner”). The Agreement shall become effective on Partner signature date below (the “Effective Date”) and will remain in effect, unless terminated or in accordance with this Agreement. Licenses and product usage shall commence on the Effective Date.

This Agreement supersedes any prior agreements between IRONSCALES and Partner.

As used herein, "IRONSCALES" means:

Ironscales, Inc. (a Delaware corporation with a place of business at 6 Concourse Pky, Suite #1600, Atlanta GA 30328), if the Partner is domiciled in the Americas; or
Ironscales Global Ltd., (a UK company with a place of business at 30 Old Bailey, London, England, United Kingdom EC4M7AU if the Partner is domiciled in the United Kingdom (UK)), Europe or Asia (excluding the Middle East), or
Ironscales Ltd. (an Israeli company with a place of business at 40 Tuval Street, Ramat Gan, Israel), if the Partner is domiciled in any jurisdiction other than the Americas

PARTNER APPOINTMENT

This Agreement provides Partner access to and usage of an Internet based software platform (Platform) via an application-programming interface (API) connection as specified on an order (Service) to provide managed services for the Ironscales solution directly to contracted end user customers (End Users or Customer) or to secondary managed service providers (each, a Secondary MSP) to then contract with such End Users. IRONSCALES hereby grants Partner, during the Term, and on a non-exclusive basis, a worldwide license to use the Platform solely for the provision of the managed services to End Users or to Secondary MSPs to provide such managed services to End Users. Such license will be expressly subject to the terms and conditions of the Ironscales MSP License Expiration and Cancellation Policy available at https://ironscales.com/hubfs/PDFs/MSP%20Tenant%20Expiration%20and%20Cancellation%20Policy.pdf As between the parties hereto, Partner shall be solely responsible for the provision of the Managed Services to End Users, whether provided directly or through a Secondary MSP, and for any act, omission and breaches that shall arise in connection with the contractual arrangements between and amongst Partner, Secondary MSPs and End Users. IRONSCALES shall not be responsible, in any manner, and Partner hereby explicitly releases IRONSCALES from any liability, claim or demand with respect to the Managed Services provided by Partner or by Secondary MSPs, and hereby undertakes that the agreement between Partner and End User, or a Secondary MSP and End User, shall limit IRONSCALES’ obligations, warranties and liabilities towards End Users to those existing under a valid IRONSCALES End User License Agreement (EULA) with End User for the Platform, available on the IRONSCALES website at www.ironscales.com, and which will be signed by End Users upon log-in to the Service).

USE OF SERVICE & DATA

Partner Owned Data. All data uploaded by or on behalf of Partner to the Service remains the property of Partner, as between IRONSCALES and Partner (Partner Data). Partner grants IRONSCALES the right to use the Partner Data solely for purposes of performing under this Agreement. During the term of this Agreement, Partner may export its Partner Data as allowed by the functionality offered within the Service. Partner represents and warrants to IRONSCALES that Partner has provided all required notices and has obtained all required licenses, permissions, and consents regarding Partner Data for use within the Service under this Agreement.
Access and Usage. Partner may allow its contractors and End Users to access the Service in compliance with the terms of this Agreement, which access must be for the sole benefit of Partner and its End Users. Partner is responsible for compliance with this Agreement by its contractors and End Users. Subject to the terms hereof and any applicable user/use limitations set forth in this Agreement, including Exhibit E, or on the IRONSCALES partner web portal, IRONSCALES grants Partner the right to use the licensed Platform in object code form only in accordance with IRONSCALES’ applicable user documentation for the purpose of demonstrating the Platform or training MSPs on the installation, configuration and use of the Platform (a “NFR Product”). The NFR Product is provided for training and demonstration purposes only and is not for use in a production environment. Partner may possess only a single copy of the NFR Product per approved location. IRONSCALES retains ownership of all copies and Partner will maintain the copyright notice and any other notices that appear on the NFR Product on any copies and any media.
Partner Responsibilities. Partner is responsible for the following: (i) provide full managed services for the Platform to End Users, including closing tenants, managing (i.e., adding, deleting or changing) licenses and providing first-level support, (ii) must keep its passwords secure and confidential; (ii) is solely responsible for Partner Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account and notify IRONSCALES promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s user guide and applicable law.
Onboarding and Support. IRONSCALES will provide to Partner any required on-boarding services and second-level Partner support (as needed) for the Service.

WARRANTY

IRONSCALES DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WHILE IRONSCALES TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, IRONSCALES DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. PARTNER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. IRONSCALES HAS NO RESPONSIBILITY OR LIABILITY FOR ANY OF PARTNER’S ACTIONS OR OMISSIONS IN USING THE IRONSCALES SERVICE, SOFTWARE, OR API, WHICH ACTIONS OR OMISSIONS NEGATIVELY IMPACT OR IMPAIR PARTNERS’ END USERS OR CONTRACTORS USE OF THE SERVICE.

PAYMENT

IRONSCALES will bill Partner for fees on a monthly basis in arrears, and such fees will be based on actual license count of the Partner’s End Users in any given month, and will be structured as payable net 30. Likewise, Partner will pay fees to IRONSCALES on the timeframes and via payment methods as mutually agreed. For clarity, IRONSCALES employs a "high water mark billing" method, meaning Partner will be billed the full monthly rate for any End User who is active on the Service for any duration within a given month. Partner is responsible for the payment of all sales, use, withholding, VAT and other similar taxes, excluding only those taxes based on IRONSCALES’ actual income.

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

a. Obligations. The party receiving the information (the “Receiving Party”) agrees to use the confidential and proprietary information (“Confidential Information”) of the party disclosing such Confidential Information (the “Disclosing Party”) solely to the extent necessary to fulfil the Receiving Party’s obligations or in order to exercise its rights hereunder, and not for any other purpose. The Receiving Party agrees to hold the Disclosing Party’s Confidential Information in confidence, not to disclose such Confidential Information to third parties not authorized by the Disclosing Party, and to disclose such Confidential Information only to the Receiving Party’s employees and contractors on a “need to know” basis. The Receiving Party agrees to take reasonable steps, using at least the same degree of care that it uses to protect its own Confidential Information, but no less than reasonable care, to protect the Disclosing Party’s Confidential Information to ensure that such Confidential Information is not disclosed, distributed or used in violation of the provisions of this Agreement. Neither Party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that embody the other Party’s Confidential Information and that are provided to the Receiving Party under this Agreement.

b. Disclosure by Request or Order from Authority. The foregoing prohibitions on disclosure of Confidential Information shall not apply to the extent certain Confidential Information is required to be disclosed by the Receiving Party as a matter of law or by order of a court of competent jurisdiction, provided that the Receiving Party uses reasonable efforts to provide the Disclosing Party with prior notice of such obligation in order to afford the Disclosing Party an opportunity to legally seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. The Receiving Party shall cooperate with any attempts by the Disclosing Party to obtain such protective order or other appropriate remedy. In the absence of a protective order or a receipt of a waiver, the Receiving Party agrees to furnish only that portion of the Confidential Information that it is legally required to disclose and such disclosure shall not be a breach of this Agreement.

c. Ownership and Return of Confidential Information. The parties recognize and agree that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of the Disclosing Party. Each party shall retain ownership of all proprietary and intellectual property rights, title and interest in and to the Confidential Information and materials furnished by the Disclosing Party to the Receiving Party. Within thirty (30) days of the expiration or termination of this Agreement, each party shall return to the other party or destroy (as requested by the other party) all Confidential Information and materials provided under this Agreement to such party and an officer of the returning party shall certify completion of such return or destruction in writing to the other party upon request.

IRONSCALES PROPERTY

1. Reservation of Rights. The software, workflow processes, user interface, designs and Software and Documentation (as defined below), and other technologies and related materials provided by IRONSCALES as part of the Service, and any derivatives thereto, are the proprietary property of IRONSCALES and its licensors (as applicable), and all right, title and interest in and to such items, including all associated intellectual property rights, remain with IRONSCALES. Partner may not remove or modify any proprietary marking or restrictive legends in the Service or Software and Documentation. IRONSCALES reserves all rights not expressly granted herein.
2. Restrictions. Partner may not (i) sell, resell, rent or lease the Service in a manner not expressly agreed; (ii) use the Service for any unlawful, illegitimate, or wrongful purpose, (iii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iv) interfere with or disrupt the integrity or performance of the Service; (v) attempt to gain unauthorized access to the Service or its related systems or networks; (vi) reverse engineer the Service or the Software and Documentation; or (vii) access the Service or use the Software and Documentation to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
3. Software and Documentation. All software provided by IRONSCALES as part of the Service, and the Service documentation, sample data, marketing materials, training material and other material provided through the Service or by IRONSCALES (Software and Documentation) are licensed to Partner as follows: IRONSCALES grants Partner a non-exclusive, non-transferable, terminable license during the term of this Agreement, to use and copy such Software in accordance with the Documentation, solely in connection with the Service. Partner is required to install and maintain the Software agents and inspectors in its and its End Users’ environments in accordance with IRONSCALES user guide.
4. API. IRONSCALES provides access to its application-programming interface (API) as part of the Service for no additional fee. Subject to the other terms of this Agreement, IRONSCALES grants Partner a non-exclusive, nontransferable, terminable license during the term of this Agreement to interact with the API only with the Software as allowed by the API.
  1. Partner may not use the API in a manner that fails to comply with the API Policy or with any part of the API. If any of these occur, IRONSCALES can suspend or terminate Partner’s access to the API on a temporary or permanent basis.
  2. IRONSCALES may change or remove existing endpoints or fields in API results upon at least 30 days’ notice to Partner, but IRONSCALES will use commercially reasonable efforts to support the previous version of the API for at least 3 months. IRONSCALES may add new endpoints or fields in API results without prior notice to Partner.
  3. The API is provided on an AS IS basis. IRONSCALES has no liability to Partner as a result of any change, temporary unavailability, suspension, or termination of access to the API.
5. Anonymized Data. During and after the term of this agreement, IRONSCALES may use and owns all anonymized data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes.
6. Use of Trade Names. During the Term, each party may, free of charge and without any royalties obligations, use and display the other party’s trademarks, trade names, service marks and logos (collectively, Trademarks) in its advertising and promotional media used for marketing the Platform, provided that: (i) the Trademark user conspicuously indicates in all such media that such names are Trademarks of the owner, (ii) Trademark user complies with Trademark owner’s written guidelines and instructions on such use and display, as promulgated by from time to time, and (iii) that Trademark use submits all such media to Trademark owner for prior written approval. In all cases, Trademark owner will retain sole ownership of the Trademarks and all goodwill associated therewith or arising out of such marketing activities.
7. Open Source. The Platform includes certain open source code software and materials (as shall be listed in the documentation of the Platform) (Open Source Software) that are subject to their respective open source licenses (Open Source Licenses). Such Open Source Licenses contain lists of conditions with respect to warranty, copyright policy and other provisions. The respective licenses or notices of such Open Source Software are available within the Platform’s notice file, as may be amended from time to time by IRONSCALES, at its sole discretion. In the event of any inconsistencies or conflicting provisions between the provisions of the Open Source Licenses and the provisions of this Agreement, the provisions of the Open Source Licenses shall prevail. Without derogating from the generality of the foregoing, it is clarified that any Open Source Software included within the Platform is provided on an “AS IS” basis, without indemnity or warranty of any kind, whether express or implied.

DATA SECURITY MEASURES

1. Reasonable Security Measures. In order to protect Partner’s Confidential Information, IRONSCALES will (i) implement and maintain all reasonable security measures appropriate to the nature of the Confidential Information including without limitation, technical, physical, administrative and organizational controls, and will maintain the confidentiality, security and integrity of such Confidential Information; (ii) implement and maintain industry standard systems and procedures for detecting, preventing and responding to attacks, intrusions, or other systems failures, and regularly test or otherwise monitor the effectiveness of the system’s key controls and procedures; (iii) designate an employee or employees to coordinate implementation and maintenance of its reasonable security measures; and (iv) identify reasonably foreseeable internal and external risks to the security, confidentiality and integrity of Partner Confidential Information that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of such information, and assess the sufficiency of any systems in place to control these risks.
2. Notice of Data Breach. If IRONSCALES becomes aware that Partner Confidential Information has been accessed, disclosed, or acquired without proper authorization and contrary to the terms of this Agreement, IRONSCALES will alert Partner of any data breach without undue delay (i.e., within 3 business days of discovery and confirmation), immediately take such actions as may be necessary to preserve forensic evidence and eliminate the cause of the data breach, and provide available information to Partner regarding the nature and scope of the breach.

TERM AND TERMINATION

1. Term. This Agreement continues until expired, canceled by a party hereto at any time be providing the other party with at least thirty (30) days’ advance written notice of such termination, or is terminated for material breach under Section 8(b). Partners will be responsible for payment on all licenses that were in an active state at any given point during the months prior to, and including the month of, such cancellation.
2. Termination for Material Breach. If either party is in material breach of this Agreement, the other party may terminate this Agreement immediately if such breach is incapable of cure or at the end of a written 30 day notice/cure period if the breach has not been cured within such timeframe.
3. Return of Partner Data. Subject to Section 5(c) above, within 10 days of the date of termination, upon request, IRONSCALES will make the Service available for Partner to export Partner Data, and Partner will have 30 days to export such Partner Data. At the expiration of such period, IRONSCALES will have no further obligation to maintain the Partner Data and may destroy it.
4. Effect of Termination. Upon termination, Partner will destroy or return all property of IRONSCALES as directed by IRONSCALES. Upon IRONSCALES request, Partner will confirm in writing its compliance with this requirement.
5. Suspension for Violations of Law. IRONSCALES may temporarily suspend the Service or remove the applicable Partner Data, or both, if it in good faith believes that, as part of using the Service, Partner has violated a law or the terms of this Agreement. IRONSCALES will attempt to contact Partner in advance regarding any such suspension or removal.

LIABILITY LIMIT

1. EXCLUSION OF INDIRECT DAMAGES. IRONSCALES is not liable for any indirect, special, incidental or consequential damages arising out of this Agreement (including, without limitation, costs of delay; loss of or unauthorized access to data or information; and lost profits, revenue or anticipated cost savings), even if it knows of the possibility of such damage or loss or if the damage or loss is foreseeable.
2. TOTAL LIMIT ON LIABILITY. Except for IRONSCALES indemnity obligation, IRONSCALES’ total liability arising out of or related to this Agreement (whether in contract, tort or otherwise) is not to exceed the amount paid to IRONSCALES by Partner during the 12-month period prior to the event that gave rise to the liability.

INDEMNITY

1. Infringement. IRONSCALES will defend or settle any third party claim against Partner to the extent that such claim alleges that IRONSCALES technology used to provide the Service violates a copyright, patent, trademark or other intellectual property right, if Partner, promptly notifies IRONSCALES of the claim in writing, cooperates with IRONSCALES in the defense, and allows IRONSCALES to solely control the defense or settlement of the claim. IRONSCALES will pay infringement claim defense costs it incurs in defending Partner, and IRONSCALES’ negotiated settlement amounts, and court awarded damages. If such a claim appears likely, then IRONSCALES may modify the Service, procure the necessary rights, or replace it with the functional equivalent. If IRONSCALES determines that none of these are reasonably available, then IRONSCALES may terminate the Service and refund any unused fees. IRONSCALES has no obligation for any claim arising from the following a combination of the Service utilized with other technology or aspects thereof where the infringement would not have occurred but for such combination or the use of Partner Data. THIS SECTION CONTAINS PARTNER’S EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION CLAIMS.
2. By Partner. If a third-party makes a claim against IRONSCALES which claims that (i) any part of the Partner Data violates a law or infringes or violates that party's patent, copyright or other intellectual property right, or (ii) there is an issue with the service that Partner is providing its End Users (including installation or patching of the Service’s Software agent), then Partner will (i) defend IRONSCALES against that claim at Partner’s expense and (ii) pay all other costs, expenses, damages, and attorney's fees, incurred by or awarded against IRONSCALES, provided that IRONSCALES promptly notifies Partner in writing of the claim and allows Partner to control, and cooperates with Partner in, the defense and any related settlement.

GOVERNING LAW AND FORUM

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regards to its conflicts of law principles. The exclusive jurisdiction will be the courts of London, England. That being said, Ironscales shall be entitled to seek injunctive, and other equitable relief, in any court of competent jurisdiction.

OTHER TERMS

1. Entire Agreement and Changes. This Agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter, and expressly supersedes any existing or similar agreement between the Parties. Partner is not relying on any representation concerning this subject matter, oral or written, not included in this Agreement, and no representation, promise or inducement not included herein is binding. No modification of this Agreement is effective unless both parties sign it, although this Agreement may be modified through an on-line process provided by IRONSCALES.
2. No Assignment. Neither party may assign or transfer this Agreement to a third party, except that this Agreement may be assigned, without the consent of the other party, as part of a merger, or sale of all or substantially all of the assets of a party.
3. Audit. IRONSCALES may monitor Partner’s endpoints to review compliance with this Agreement and the order. Partner agrees to pay, within 30 days of written notification, any fees applicable to Partner’s use of the Service in excess of the applicable license.
4. Independent Contractors. The parties are independent contractors with respect to each other. The term “Partner” as used herein does not refer to a legal partnership.
5. Enforceability and Force Majeure. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation, force majeure events.
6. Money Damages Insufficient. Any breach by a party of this Agreement or violation of the other party’s intellectual property rights or Confidential Information could cause irreparable injury or harm to the other party. The aggrieved party may seek a court order to stop any breach or avoid any future breach
7. No Additional Terms. IRONSCALES rejects additional or conflicting terms of any Partner form-purchasing document. Additionally, if Partner’s order acknowledgment, invoice, log-in disclaimer or banner or any other communication from or on behalf of Partner contains provisions inconsistent with this Agreement, then this Agreement and its terms prevails, and IRONSCALES hereby notifies Partner of its objection to and rejection of any such terms and conditions stated by Partner, whether or not material.
8. Survival of Terms. Any terms that by their nature survive termination of this Agreement for a party to assert its rights and receive the protections of this Agreement, will survive (including without limitation, the confidentiality terms). The UN Convention on Contracts for the International Sale of Goods does not apply.
9. Feedback. If Partner provides feedback or suggestions about the Service, then IRONSCALES (and those it allows to use its technology) may use such information without obligation to Partner.
10. Customer & Licensing Setup. Partners are responsible for creating customers and for complete management of the customer environment through the IRONSCALES dashboard and/or through the IRONSCALES API.

IRONSCALES DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WHILE IRONSCALES TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, IRONSCALES DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. PARTNER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. IRONSCALES HAS NO RESPONSIBILITY OR LIABILITY FOR ANY OF PARTNER’S ACTIONS OR OMISSIONS IN USING THE IRONSCALES SERVICE, SOFTWARE, OR API, WHICH ACTIONS OR OMISSIONS NEGATIVELY IMPACT OR IMPAIR PARTNERS’ END USERS OR CONTRACTORS USE OF THE SERVICE.

LICENSE EXPIRATION AND CANCELLATION POLICY

1. Purpose and Scope

This Policy establishes the terms and conditions governing the cancellation of tenant subscriptions by Managed Service Providers ("MSPs") operating under a multi-tenant console with IRONSCALES. All MSPs are required to adhere to the procedures set forth herein when initiating the cancellation or expiration of any tenant licenses.

2. Cancellation Notice Requirements

An MSP seeking to cancel a tenant subscription must expire the licenses/tenant in the IRONSCALES console no fewer than thirty (30) days prior to the intended expiration date.

3. Billing Obligations During the Notice Period

For the duration of the thirty (30) day notice period, all licenses associated with the applicable tenant will remain active and fully provisioned. Billing will continue in accordance with the high-watermark method, and all charges accrued during this period are due and payable in full.

4. Effective Date of Cancellation

A license expiration and cancellation of the tenant shall not take effect until the conclusion of the full thirty (30) day notice period. Requests for immediate deactivation or early termination will not modify or otherwise reduce the MSP's billing obligations, unless IRONSCALES provides express written approval to the contrary via the MSP’s assigned partner success manager.

5. Policy Modifications

IRONSCALES reserves the right to amend or update this Policy at its discretion. Any modifications will be communicated to affected partners in accordance with the terms of the applicable partner agreement and shall become effective as of the date specified in such notice.

Effective: February 1, 2026

This Policy is issued by IRONSCALES and is incorporated by reference into all applicable MSP partner agreements.

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