The Proofpoint Customer Agreement is Proofpoint’s standard licence agreement for its subscription products. It applies when a customer issues a purchase order for Proofpoint Products, either directly to Proofpoint or through an authorized partner, unless the customer already has a written licence agreement with Proofpoint for those products.[1] The current version on proofpoint.com was last updated on 2026-09-28. The previous version, last updated 2025-07-25, is kept in the archive section of the License Terms page and contains the same true-up and renewal wording.[3][10] Catalog proof: Proofpoint Customer Agreement.
The “Agreement” is a bundle: the Customer Agreement, the Product Terms, the commercial terms of each Purchase Order, any statement of work, and any other document the parties sign.[1] On conflict, “the order of precedence will be the following: the applicable Product Terms, SOW(s), this Customer Agreement, and then the applicable Purchase Order(s)”.[1] A customer purchase order is treated as “a convenient order and payment device only”. Only the product name, licence quantity, price, Subscription Term and billing contact are taken from it.[1] Catalog proof: Product Terms prevail over the Customer Agreement and Purchase Order.
Editions
The Customer Agreement is one document for all products. Proofpoint’s License Terms page lists these variants and companions:[3]
| Document | When it applies | Notable difference |
|---|---|---|
| Proofpoint Customer Agreement | Direct and partner purchases without a signed agreement | Baseline described in this article[1] |
| Customer Agreement for AWS Marketplace | Quotes and offers accepted through AWS Marketplace | Fees, terms and renewals follow the marketplace offer; true-up payable to Proofpoint or AWS Marketplace[4] |
| Customer Agreement for Microsoft Commercial Marketplace | Orders on the Microsoft commercial marketplace | Invoiced by the reseller or Microsoft; true-up may be invoiced separately[5] |
| Federal End User License Terms | US federal ordering activities, as part of the prime contract | Audit charges through the contractor, FAR disputes, audits at Proofpoint’s expense[6] |
| General Terms and Conditions (legacy) | Older contracts that reference it | Annual count and a 5% back-dating threshold[7] |
Metrics
The agreement defines a License as the licence metric “identified in the Proofpoint sales quote and/or in the applicable Product Terms”, and says the customer “needs a License in order to legally use a Proofpoint Product”.[1] It also defines a User as the customer’s and its Affiliates’ employees, agents, subcontractors, consultants and other individuals authorized to use the product.[1] The Product Terms supply the product-specific units, such as the per-credential count for Endpoint DLP and ITM.[2] Catalog proof: A License is required to use any Proofpoint Product.
Two terms drive the true-up. The License Count is the customer’s “actual usage of the subscription-based Proofpoint Products”. The Base License is “the number of Licenses for which Customer has paid Subscription Fees”.[1]
Counting / floors
License True-Up
Section 5.5 of the agreement sets the License True-Up:[1]
- The customer monitors and reports its License Count.
- It sends the count to Proofpoint’s accounts receivable mailbox “on or before the date on which the then-current License Count exceeds the Base License Count by ten percent (10%) or more”.
- Proofpoint “may also at any time produce an actual license count for verification by Customer”.
- If either count is above the Base License, the customer pays Proofpoint or the reseller “for each License beyond the Base License from the time such Licenses were activated through the remainder of the Initial Term or Extension Term”.
The 10% figure is a reporting trigger, not a tolerance. Every licence above the Base License is chargeable, and the charge runs from activation, not from the report. As an illustration (not from the agreement): a customer with a Base License of 1,000 users that reaches 1,100 users four months into a one-year term should report by that date, and owes for the extra 100 licences from the day each was activated to the end of the term. Catalog proof: Report the License Count once usage exceeds the Base License by 10%; Overage is back-dated to activation; Proofpoint may produce its own licence count.
The archived General Terms (ver. 20201110) worked differently. The customer reported on any increase of 10% or more and also on the 30th day before each anniversary. Overage of more than 5% was charged from activation, and overage of “five percent (5%) or less” only “from the reporting date of the count”.[7] Customers still on that paper therefore have a small tolerance that the current agreement no longer offers. Catalog proof: Legacy General Terms used a 5% back-dating threshold.
No reduction during the Term
Fees under a Purchase Order “are non-cancellable and non-refundable for the Term”, except as the agreement expressly permits.[1] The agreement has no clause for reducing quantities mid-term. A reduction can only take effect at renewal, through the Extension Term Purchase Order. Catalog proof: Fees are non-cancellable and non-refundable for the Term.
Virtualization & partitioning
The Customer Agreement contains no processor, core or virtualization rule. An Appliance is “a virtual or hardware device containing the Software”, and Software means Proofpoint’s binary programs with their updates.[1] Physical-versus-virtual rules for agents are in the Product Terms; see Proofpoint Product Terms and licence metrics.[2]
Cloud / BYOL
The marketplace agreements adapt the same structure to cloud purchasing. Under the AWS Marketplace version (June 2023), acceptance of the Proofpoint quote and offer through the marketplace forms the contract, and the customer pays true-up amounts to “Proofpoint or the AWS Marketplace, as applicable”.[4] Under the Microsoft commercial marketplace version (August 2025), orders “will be invoiced by and subject to additional terms and conditions between you and your Reseller and/or the Microsoft commercial marketplace”. Proofpoint reserves the right to collect directly if the marketplace does not collect, and to invoice any License True-Up separately.[5] A marketplace purchase can therefore still produce a direct true-up invoice from Proofpoint. Catalog proof: AWS Marketplace true-ups are payable to Proofpoint or the marketplace; Microsoft marketplace true-ups may be invoiced separately.
Programs
Term and renewal
Unless the Product Terms or Purchase Order say otherwise, the Initial Term starts on the latest of three events: shipment of a production Appliance, processing of the Purchase Order for a product the customer evaluated, or Proofpoint’s email saying the products are available for use.[1] Each Purchase Order then “shall automatically renew for subsequent Extension Terms unless otherwise agreed by the parties or either party gives the other notice of non-renewal at least ninety (90) days prior to the end of the relevant Subscription Term”.[1] An Extension Term is “each additional one-year (or other agreed upon period) Subscription Term”. Its fees are set in the Purchase Order or, failing that, “by mutual agreement of the parties”.[1] Proofpoint’s how-to-buy pages say existing customers can renew their current solutions rather than move to the newer packages.[9] Catalog proof: Subscription Term and Extension Term; Subscriptions renew automatically unless 90 days notice.
Because each Purchase Order has its own term, a customer with follow-on orders can hold several renewal dates, each with its own 90-day notice deadline. Track them per order.
Support
Proofpoint provides support while the customer is current in paying the Subscription Fees and any extra support fees.[1] The Support Services Program offers Self-Service Support, and Platinum and Premium Support for an additional charge, with a Global Time Zone Add On for round-the-clock help on issues of any priority.[8] Updates do not include “products or options that are designated by Proofpoint as new products or options for which Proofpoint charges a separate fee”. Software releases are supported for the current and prior release, and Proofpoint gives “at least six (6) months advance notice” before ending support for a product line.[8] Catalog proof: Updates do not include new products and old releases lose support.
Use rights and restrictions
The licence is “worldwide”, “time-limited” and “non-transferable (except as otherwise set forth herein)”, for the quantities on the Purchase Order and for internal business purposes only.[1] Affiliates, consultants and advisors may use the products only for the customer’s benefit.[1] The restrictions in section 2.2 forbid reselling, sublicensing, leasing or time-sharing, reverse engineering, penetration testing Proofpoint’s systems, and using the products to build a competing product.[1] Catalog proof: Licence is limited to purchased quantities and internal business use; Affiliates, consultants and advisors may use the products only for the customer; No resale, sublicensing or time-sharing.
Assignment needs consent, which may not be unreasonably withheld. Either party may assign the whole agreement to a successor in a merger, reorganization or sale of substantially all assets, unless the successor is a direct competitor of the other party.[1] Customers in the Americas contract under California law with venue in Santa Clara County; all others under the law of England and Wales.[1]
Termination and exit
Either party may terminate for a material breach not cured within 30 days of notice, or within five days for non-payment.[1] Late payment may accrue interest of 1.5% per month, and failure to pay on time “may result in immediate termination of access”.[1] Invoices disputed in good faith must be notified within ten business days of receipt.[1] On termination or expiration, all Software licences and Service access “shall automatically terminate with immediate effect”; financial terms and restrictions survive.[1] Proofpoint Archive adds a 30-day paid wind-down for data retrieval.[2] Catalog proof: All licences end on termination or expiration; Archive data can be retrieved for 30 days after the end of the licence.
Audits and compliance
There is no general audit clause in the commercial Customer Agreement. Verification is built into the true-up: Proofpoint may produce a licence count at any time, and overage is owed from activation.[1] The federal terms are the exception. There, “Discrepancies found in an audit may result in a charge by Proofpoint to the ordering activity through the Contractor”; disputes follow the FAR Disputes clause, no payment is due until the dispute ends, and any audit Proofpoint requests “will be performed at Proofpoint’s expense”.[6] Catalog proof: Federal audits are at Proofpoint's expense and disputes follow the FAR.
Practical steps that follow from the text: keep a dated record of the Base License per Purchase Order; set an alert at 10% above it; reconcile directory or mailbox counts against Proofpoint’s console before renewal; and send the 90-day non-renewal or reduction notice in writing before each order’s renewal date.