CONTRACT 6231 Vender AgreementAgreement No. 6231
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KnowBe4
33 N Garden Avenue, Suite 1200
Clearwater, FL
33755 US
Prepared By Brian Cole
Email brianc@knowbe4.com
Bill to Name City Of El Segundo - CA
350 Main St
El Segundo, CA 90245-3813
USA
Description
Total Term(Months) 36
Non Profit Discounting has been applied to this quote.
Created Date
9/17/2021 2:59 PM
Expiration Date
2/28/2022
Quote Number
Q-301989
Payment Terms
Net 30
Contact Name Dalynna Moser
Contact Phone (310) 524-2355
Contact Email dmoser@elsegundo.org
Ship To Name City Of El Segundo - CA
350 Main St
El Segundo, CA 90245-3813
USA
Notes
PRODUCT
DESCRIPTION QTY
LIST
SALES TOTAL PRICE
PRICE
PRICE
KMSATP
KnowBe4 Security Awareness Training Subscription Platinum 430
USD 38.88
USD USD 16,718.40
38.88
Grand Total
USD 16,718.40
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Terms & Conditions
Signature
Name Charles Mallory
Your signature on this quote tells us that you have the authority to
make this purchase on behalf of your company and that you agree
Title Director of 'lion Tec,(��7'o"Iogy Services to pay within the stated terms. For first year subscriptions, mid -
Date November 18, 202I1`
subscription add-ons, and/or upgrades, the subscription period will
begin when we process your order, which is when we receive your
signed quote. For renewal subscriptions, the subscription period
will begin on the day after your current subscription expires. Unless
included on the invoice, customer is responsible for any applicable sales
Accepted B
p y
Accepted Date and use tax. KnowBe4's standard Terms of Service (www.KnowBe4.com/
Legal) and Product Privacy Policy (www.KnowBe4.com/Product-Privacy-
City of El Segundo Review/Approval:
Notice) apply, unless mutually agreed otherwise in writing.
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Revie" ed/Approved as to Form
.............
Date
JoagU m Vazquez, Deputy City Attorney
12/7/21
Reviewed/Approved
Date
Hank Lu, Risk Manager
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Attest 0
Date
Tracy Weaver, City Clerk
9/8/21, 7:39 AM Terms Of Service I KnowBe4 Agreement No. 6231
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Last Updated. -April 22, 2021
THESE TERMS OF SERVICE (THE "AGREEMENT") GOVERN CUSTOMER'S ACCESS AND USE OF KNOWBE4,S
PRODUCTS AND SERVICES, UNLESS CUSTOMER HAS FULLY EXECUTED A MASTER AGREEMENT WITH
KNOWBE4 IN WHICH CASE SUCH MASTER AGREEMENT GOVERNS, OR UNLESS CUSTOMER HAS FULLY
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9/8/21, 7:39 AM Terms Of Service I KnowBe4 Agreement No. 6231
EXECUTED AN END USER LICENSE AGREEMENT ("EULA") WITH AN AUTHORIZED KNOWBE4 CHANNEL
PARTNER FOR THE PROVISION OF KNOWBE4 PRODUCTS AND SERVICES, IN WHICH CASE THAT EULA
GOVERNS AND RELATED QUESTIONS ABOUT THE TERMS OF THE SUBSCRIPTION SHOULD BE DIRECTED TO
THE AUTHORIZED KNOWBE4 CHANNEL PARTNER. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH
HEREIN. BY ACCEPTING THIS AGREEMENT, EITHER BY: (1) CLICKING A BOX INDICATING ACCEPTANCE; (2)
EXECUTING A QUOTE THAT REFERENCES THIS AGREEMENT; OR (3) USING KNOWBE4'S PRODUCTS AND
SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS
AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL
REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS
AND CONDITIONS, IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO SUCH ENTITY AND ITS
AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY OR DOES
NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT
AND MAY NOT USE THE PRODUCTS SERVICES. Customer and KnowBe4 may be referred to in this Agreement
individually as a "party" or jointly as the "parties." This Agreement governs all purchased Products and
Services, as defined below, provided by KnowBe4 to Customer. KnowBe4 may update or make changes to
these terms from time to time. KnowBe4 encourages Customer to periodically review and check this
Agreement for updates to stay informed about the terms that govern Customer's use of the Products and
Services. Customer's continued use of the Products and Services after KnowBe4 makes any changes is
deemed to be an acceptance of those changes. The Products and Services may not be accessed for purposes
of monitoring their availability, performance or functionality, or for any other benchmarking or competitive
purposes, or as otherwise restricted by this Agreement. KnowBe4's direct competitors (or third party agents
acting on behalf of such direct competitors) are prohibited from accessing the Products and Services.
1. For purposes of this Agreement:
"Active User(s)" means Customer's Users with active assigned Seats.
"Affiliate" means an entity that, directly or indirectly, through one or more entities, controls; is
controlled by; or is under common control with, the specified entity.
"Beta Product" means the second phase of software testing in which a sampling of the intended
audience samples a product prior to its general release and, in return, Customer provides KnowBe4
feedback about the Beta Product. Use of Beta Products by Customer is optional.
"Confidential Information" means all information or material disclosed by a party (the "Disclosing
Party") to the other party (the "Receiving Party"), whether orally or in writing, which: (a) gives either
party some competitive business advantage or opportunity of obtaining some competitive business
advantage, or the disclosure of which may be detrimental to the interests of the Disclosing Party;
and (b) is either (i) marked "Confidential," "Restricted," "Proprietary," or includes other similar
markings, (ii) known by the parties to be confidential and proprietary, or (iii) from all the relevant
circumstances should reasonably be assumed to be confidential and proprietary. The Products and
Services are deemed Confidential Information of KnowBe4.
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"Courseware" means training modules, games, posters, artwork, videos, newsletters, security
documents, or other content and materials provided by KnowBe4.
"Direct Message Injection (DMI)" means a KnowBe4 product and add -on, specific to Microsoft 365
(formerly Office 365) that automatically bypasses Microsoft 365's protections to allow simulated
phishing emails to reach the end user. Use of DMI by Customer is optional; in order to activate DMI,
Customer must provide separate and specific permissions and authorizations in accordance with
the Documentation. Customer has the ability to revoke any such access required to use DMI at any
time. DMI is only applicable to Customers using Microsoft 365 for email.
"Documentation" means KnowBe4's then -current generally available documentation,
specifications, user manuals, etc., for the Products and Services, located at
https://knowbe4.zendesk.com/hc/en-us or such other URL locations on KnowBe4's website as
KnowBe4 may provide from time to time.
"KnowBe4" means KnowBe4, Inc. and its Affiliates.
"LMS" means learning management system that is software for the administration, documentation,
tracking, reporting, and delivery of Courseware, which includes any e-learning education courses or
training programs. KnowBe4 provides a cloud -based LMS through its Web Hosted Services. Upon
approval by KnowBe4, Customer may also opt to use its own, or a third party's, LMS in accordance
with the terms of this Agreement.
" PhishER'T"" means a KnowBe4 product that enables Customer to identify and respond to any
potential threats in its email system. PhishER includes features such as PhishML and PhishRIP.
"PhishMLTM" means a feature included with a subscription to PhishER that uses machine learning to
enable Customer to prioritize its evaluation of all user -reported emails for potential threats. This
feature may be deactivated at Customer's option at any time.
"PhishRIP"w" means a feature included with a subscription to PhishER that enables the Customer to
quarantine and permanently delete specific emails (i.e., emails identified as potential threats) from
its email system. Use of PhishRIP by Customer is optional; in order to activate PhishRIP, Customer
must provide separate and specific permissions and authorizations in accordance with the
Documentation. Customer has the ability to revoke any such access required to use PhishRIP at any
time.
"Product Privacy Notice" means KnowBe4's Product Privacy Notice, that may be found at
https://www.knowbe4.com/product-privacy-notice, or such other URL locations on KnowBe4's
website as KnowBe4 may provide from time to time.
"Products" means any Software, Services, Courseware, and/or Web Hosted Services that KnowBe4
offers to Customer, including any Documentation.
"Product Support" means any maintenance and support of any Products provided by KnowBe4.
"Quote" means a purchasing document or other similar document, such as a purchase order or
statement of work ("SOW"), in connection with a purchase under this Agreement.
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"Seat(s)" refers to the number of Users permitted access to the Products and/or Services pursuant
to the user count purchased via a Quote.
"Security Page" means KnowBe4's security page that provides information about KnowBe4's
information security practices which may be found at https://www.knowbe4.com/security, or such
other URL locations on KnowBe4's website as KnowBe4 may provide from time to time.
"Services" means any professional services, including implementation and installation services,
managed services, consultancy services, or services for the customization or branding of
Courseware, agreed upon by the parties, and set forth in a Quote or any additional Product Support
purchased pursuant to a Quote. KnowBe4 may require Customer to enter into a statement of work
("SOW") detailing the Services to be performed.
"Software" means the object code version of any software that may be licensed by Customer under
this Agreement for installation on Customer's systems. To the extent KnowBe4 delivers any updates
or enhancements to Customer as part of Product Support, such updates and enhancements will be
deemed included in the definition of "Software."
"User(s)" means any of Customer's employees or its other third parties to whom Customer gives
access to the Products and Services.
"Web Hosted Services" means an application and/or database product hosted by KnowBe4 or its
agents and made available for remote access and use by Customer under this Agreement.
2, o 2.1 Software License. This Section applies only in the event Customer licenses Software from
KnowBe4 or through an authorized KnowBe4 channel partner. Subject to Customer's
commitment to payment in accordance with this Agreement, KnowBe4 hereby grants to
Customer, for use with Customer's authorized Users, and solely for internal business purposes
and not for resale or publication, a limited; non-exclusive; non-sublicensable; non -transferable;
royalty -free license to install, use, execute, display, and access the Software. The Term, as
defined below, of the foregoing license will be as set forth in the applicable Quote. Apart from
the foregoing limited licenses, Customer is not being granted any right, title, or interest in or to
the Software, or otherwise the Products. All such rights are expressly reserved by KnowBe4.
Some Software or components used in KnowBe4's Products may be offered under an open
source license, which may be found at https://support.knowbe4.com/hc/en-
us/articles/360000870387-Open-Source-Licensing-Information, or such other URL locations on
KnowBe4's website as KnowBe4 may provide from time to time.
o 2.2 Courseware License. This Section applies only in the event Customer licenses Courseware
from KnowBe4 or through an authorized KnowBe4 channel partner. Subject to Customer's
commitment to payment in accordance with this Agreement, KnowBe4 hereby grants to
Customer, for use with Customer's authorized Users, and solely for internal business purposes
and not for resale or publication, a limited; non-exclusive; non-sublicensable; non -transferable;
royalty -free license to install, use, execute, display, and access the Courseware. The Term, as
defined below, of the foregoing license will be as set forth in the applicable Quote. Apart from
the foregoing limited licenses, Customer is not being granted any right, title, or interest in or to
the Courseware, or otherwise the Products. All such rights are expressly reserved by KnowBe4.
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Terms Of Service I KnowBe4 Agreement No. 6231
o 2.3 Web Hosted Services Access. This Section applies only in the event Customer orders Web
Hosted Services from KnowBe4 or through an authorized KnowBe4 channel partner. Subject to
Customer's commitment to payment in accordance with this Agreement, KnowBe4 hereby grants
to Customer, for use with Customer's authorized Users, and solely for internal business
purposes and not for resale or publication, a non-exclusive and non -transferable right to access
and use the Web Hosted Services for its internal business purposes. The Term, as defined below,
of the foregoing access right will be as set forth in the applicable Quote. Customer will be solely
responsible for connection of Customer's systems to a telecommunications service that provides
Internet access for purposes of Customer's access and use of the Web Hosted Services. KnowBe4
will use commercially reasonable efforts to make the Web Hosted Services available in
accordance with the terms set forth in the SLA.
o 2.4 Beta Products. KnowBe4 may offer Beta Products to Customer at no charge. Use of the Beta
Products are at the election of Customer and are for evaluation purposes only. Beta Products are
not considered "Services" and do not come with Product Support. Beta Products may be subject
to additional terms. KnowBe4 reserves the right to discontinue the Beta Products at any time.
Use of the Beta Products will automatically terminate at such time as KnowBe4 makes such Beta
Products generally available. Beta Products may be unpredictable and lead to erroneous results.
Customer acknowledges and agrees that: (a) Beta Products are experimental and have not been
fully tested; (b) Beta Products may not meet Customer's requirements; (c) the use or operation of
any Beta Products may not be uninterrupted or error free; (d) Customer's use of any Beta
Products is for purposes of evaluating and testing the Beta Products and for providing feedback
to KnowBe4; (e) Customer will inform its employees, staff members, and other Users regarding
the nature of Beta Products; and (f) Customer will hold all information relating to Beta Products
and Customer's use of Beta Products, including any performance measurements and other data
relating to Beta Products, in strict confidence and will not disclose such information to any
unauthorized third parties. Customer will promptly report any errors, defects, or other
deficiencies in any Beta Products to KnowBe4. NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, ALL BETA PRODUCTS ARE PROVIDED "AS -IS" AND "AS -AVAILABLE," WITHOUT
WARRANTIES OF ANY KIND. Customer hereby waives any and all claims, now known or later
discovered, that Customer may have against KnowBe4 and KnowBe4's suppliers and licensors
arising out of Customer's use of Beta Products.
0 2.5 Limited Access Account. In the event Customer is granted access or use of any Products on
an evaluation or trial period basis, including any limited access accounts created by Customer,
then, subject to the terms and conditions of this Agreement, KnowBe4 hereby grants Customer,
solely for its internal business evaluation purposes: (a) a revocable, limited, non-exclusive, non-
sublicensable, non -transferable license during the Limited Access Period to install, use, execute,
display, and access the Software and/or Courseware included in the Products; and (b) a
revocable, limited, non-exclusive, non -transferable, right to access and use the Web Services
included in the Products made available to Customer by KnowBe4 for the Limited Access Period,
subject to any terms or limitations expressly set forth in any activation email. Customer may only
use such Products from the earlier of: (1) the date this Agreement is accepted by Customer; or (2)
the date in which Customer was permitted access to the Products by way of an activation email,
until the expiration date set forth in applicable activation email, or, if no expiration date is set
forth in the applicable activation email, thirty (30) days after the earlier of either (a) or (b) herein
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(the "Limited Access Period"). Customer and KnowBe4 may extend the Limited Access Period
upon mutual written agreement (including via email). This evaluation license and grant of access
will terminate automatically upon expiration of the Limited Access Period. At any time prior to
the end of the Limited Access Period, KnowBe4 may terminate the Limited Access Period for the
Products without notice. Upon any termination, Customer shall discontinue use and/or access to
the Products unless and until Customer has agreed to purchase a license or grant of access to
use and/or access such Products. During the Limited Access Period, all terms and conditions of
this Agreement will apply, except that (i) no fees will be due from Customer, unless otherwise
specified; (ii) the Products will be provided without warranties or indemnities of any kind and
entirely on an "as -is" basis (e.g., Sections including Product Support, Product and Service
Warranties and KnowBe4 Indemnity Obligations will not apply); and (iii) additional evaluation
terms and conditions may appear on the trial registration web page or activation email sent by
KnowBe4, on the applicable Quote provided by KnowBe4 or by way of a proof of concept
agreement executed between the parties. Any such additional terms and conditions shall be
incorporated into this Agreement by reference and are legally binding. Apart from the foregoing
limited license and grant of access, Customer is not being granted any right, title, or interest in or
to the Products. All such rights are expressly reserved by KnowBe4. CUSTOMER DATA ON
KNOWBE4 SYSTEMS OR IN KNOWBE4'S POSSESSION OR CONTROL, REPORTS, AND ANY
CUSTOMIZATIONS MADE TO THE PRODUCTS BY OR FOR CUSTOMER'S BENEFIT MAY BE
PERMANENTLY LOST OR DELETED DURING THE LIMITED ACCESS PERIOD OR AT THE END OF THE
LIMITED ACCESS PERIOD.
o 2.6 PhishER. This Section applies only in the event Customer orders PhishER from KnowBe4 or
through an authorized KnowBe4 channel partner. For more information about PhishER and its
additional features (such as PhishML and PhishRIP), Customer may refer to the Documentation.
Customer is solely responsible for ensuring compliance with all applicable laws and regulations
relating to Customer's use of PhishER. Customer acknowledges that PhishER may pose certain
risks to Customer's email system. Customer is solely responsible for Customer's actions in the
operation of PhishER and acknowledges KnowBe4 is not responsible for any of Customer's
actions, nor is KnowBe4 responsible for backups to Customer's email system. CUSTOMER
HEREBY WAIVES ANY COSTS, DAMAGES, OR EXPENSES ASSOCIATED WITH THESE RISKS AND
HOLDS KNOWBE4 HARMLESS WITH RESPECT TO SUCH COSTS, DAMAGES, OR EXPENSES.
2.7 Direct Message Injection (DMI). This Section applies only in the event Customer: (a) utilizes
Microsoft (formerly Office 365)36S for email; and (b) exercises the option to activate the DMI
products and add -on from KnowBe4 or through an authorized KnowBe4 channel partner. For
more information about DMI, Customer may refer to the Documentation. Customer is solely
responsible for ensuring compliance with all applicable laws and regulations relating to its use of
DMI. As a result, Customer acknowledges that DMI may pose certain risks to Customer's email
system. Customer is solely responsible for the actions of its representatives in the operation of
DMI and acknowledges KnowBe4 is not responsible for any actions of the Customer's
representatives nor is it responsible for backups to the Customer's email system. CUSTOMER
HEREBY WAIVES ANY COSTS, DAMAGES, OR EXPENSES ASSOCIATED WITH THESE RISKS AND
HOLDS KNOWBE4 HARMLESS WITH RESPECT TO ANY SUCH COSTS, DAMAGES, OR EXPENSES.
3. Product Usage & Rights.
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Terms Of Service I KnowBe4 Agreement No. 6231
3.1 Acceptance. Customer is deemed to have committed to a purchase in full forth e Products
and Services (regardless of any split payment terms) once a Quote is sent to KnowBe4 for
processing or once payment has been tendered through check, credit card, or other form of
payment. Payment via check, credit card, or other form of tendering payment will be deemed
acceptance of the corresponding Quote or invoice sent to Customer by KnowBe4. If Customer is
an organization subject to certain fiscal period restrictions or appropriations, Customer hereby
represents and warrants that Customer has the ability to pay all fees, regardless of any split
payment terms, in full, out of Customer's current fiscal period's allocated budget or that
Customer has the authority to legally commit to a purchase outside of the current fiscal period.
Except as otherwise specified herein, all sales are final, non-refundable, and non -returnable
except with respect to Products and Services that do not meet applicable specifications in the
relevant Documentation or that are not identified in the Quote.
o 3.2 Operation of the Products. The implementation and operation of KnowBe4's Products, and
any deliverables resulting from Services performed, are done so by designated admin(s)
employed or contracted by Customer. Any Managed Services, as defined below, may be subject
to additional fees.
0 3.3 Customer Users. The Products and Services are provided on a per -seat, subscription basis.
Customers are responsible for managing the creation, modification, and revoking of access of
their users. The Customer is solely responsible for the management of access to the Products
and Services of their users. The concurrent number of Active Users receiving access may not
exceed the purchased number of Seats. If the number of Active Users exceed the purchased
number of Seats, Customer is obligated to either pay for any Seats that surpass the purchased
amount or immediately reduce its number of Active Users. Customer is not permitted to freely
re -assign Seats to Users. KnowBe4 prohibits cycling of Seats amongst Customer's personnel. If
an Active User's account is terminated or removed, that User's Seat license is no longer
considered in use and may be allocated to another User upon written approval by KnowBe4.
Notwithstanding the foregoing, KnowBe4's approval is not required in the instance an Active
User's account is terminated or removed due to Customer's termination of that Active User's
employment, or otherwise for termination of contract with that Active User, to account for
Customer's normal attrition in workforce. Upon request by KnowBe4, Customer agrees to
provide KnowBe4 with a certification of such compliance. KnowBe4 reserves the right to audit
Customer's compliance with this Section. Additional Seats may be added mid -subscription term
and such additional Seats will be co -pending with the then -current subscription term and will
terminate on the same date. Add-ons for more Seats mid-term will be priced at the same
volume/level discount purchased under the applicable co -pending Quote and will be valid only
until the end of such co -pending subscription term. Upon renewal, new rates may apply.
3.4 Professional Services. In the instance Customer purchases Services to be performed by
KnowBe4, Customer may be required to sign an SOW detailing the project specifications for the
Services. Services may include, but are not limited to, the request for KnowBe4 to implement and
operate the Products on behalf of Customer ("Managed Services"), additional maintenance and
support (as opposed to any standard maintenance and support already included), customization
and branding of any Courseware, and any additional consultancy or professional services. The
completion time for any Services to be performed under an SOW, and any milestones, will be
dependent on KnowBe4's receipt of all Customer assets and specifications necessary for the
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project, in addition to KnowBe4 receiving a validly signed SOW for processing, as requested by
KnowBe4. The completion deadline will start from the date of delivery of all such assets and
specifications, not the date of KnowBe4's receipt of the signed SOW. Customer acknowledges
that delays in providing assets or specifications at the request of KnowBe4 for such Services may
delay the completion of the Services. KnowBe4 will not be faulted for delays caused by
Customer's failure to reasonably cooperate. Service hours purchased pursuant to an SOW or a
Quote will expire upon the expiration or termination of Customer's subscription term and will
not carry over to any subsequent renewal term.
o 3.5Intellectual Property. This is not a work made -for -hire agreement, as defined by U.S. or
other applicable law. KnowBe4 and its licensors own and reserve all right, title, and interest,
including intellectual property rights, in the Products and all enhancements, modifications, and
updates thereto. Except for express licenses granted in this Agreement, KnowBe4 is not granting
or assigning to Customer any right, title, or interest, express or implied, in or to KnowBe4's
intellectual property. KnowBe4 reserves all rights in such property.
o 3.6 Feedback. Customer may provide KnowBe4 with suggestions, comments, or other feedback
(collectively, "Feedback") with respect to the Products. Feedback is voluntary. KnowBe4 is not
obligated to hold any Feedback in confidence. KnowBe4 may use Feedback for any purpose
without obligation of any kind. To the extent a license is required to make use of any intellectual
property in any Feedback, Customer grants KnowBe4 an irrevocable, non-exclusive, perpetual,
royalty -free license to use such Feedback in connection with KnowBe4's business, including the
enhancement of the Products.
4. Data.
o 4.1 Customer Data. Customer grants KnowBe4 a non-exclusive, world-wide, royalty -free license
to use the data and other information input by Customer into the Products ("Customer Data"):
(a) to perform KnowBe4's obligations under this Agreement; (b) in compliance with the Product
Privacy Notice; (c) in order to provide, maintain and (c) improve the Products and/or (d) as may
be required by law. Customer will be responsible for obtaining all rights, permissions, and
authorizations to provide the Customer Data to KnowBe4 for use as contemplated under this
Agreement. Except for the limited license granted in this Section, nothing contained in this
Agreement will be construed as granting KnowBe4 any right, title, or interest in the Customer
Data. Customer Data will be deemed Customer Confidential Information.
0 4.2Aggregated Data. KnowBe4 may also use Customer Data in an aggregate, de -identified, and
generic manner for marketing; survey; and benchmarking purposes, in the review and,
development and improvement of current and future Products, Product usage, and other similar
purposes ("Aggregated Data"). Aggregated Data: (a) is used only for internal administrative
purposes and general usage statistics; (b) does not identify Customer or any individual; and (c)
toTo the extent such Aggregated Data is disclosed, is it will only disclosed in a generic or
aggregated manner that does not identify the Customer or any individual and will be for the
purposes of sharing Product usage and statistical or benchmarking purposes. Aggregated Data
will not be considered Customer Confidential Information.
0 4.3 Data Security. Customer Data is maintained in accordance with the Information Security
Requirements in this Agreement using industry standard administrative, physical, and
technical safeguards that are designed to provide for the protection of the security,
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confidentiality, and integrity of Customer Data. KnowBe4's security safeguards include means for
preventing access, use, modification, and disclosure of Customer Data by unauthorized
individuals. Notwithstanding the foregoing, Customer Data access may be provided: (a) to
KnowBe4 and other personnel to the extent necessary to provide the Products, Services, and
support; (b) as compelled by law; (c) as set forth in the Product Privacy Notice; or (d) as expressly
permitted by Customer. KnowBe4's Products currently operate in third party datacenters located
in the US or EU and have been built with high availability, business continuity, and disaster
recovery in mind. KnowBe4's cloud architecture follows industry standard security practices and
is regularly assessed for vulnerabilities and risks. Information about KnowBe4's information
security practices may be found at KnowBe4's Security Page.
0 4.4 Data Protection.The collection, use, and disclosure of Customer Data in connection with
Customer's use of the Products is subject to the Product Privacy Notice. By using the Products,
Customer and each User acknowledge that the Customer Data will be processed in accordance
with both the Product Privacy Notice and this Agreement and may be processed in a country
where it was collected, as well as in countries where privacy laws may be different or less
stringent, provided KnowBe4 ensures compliance with applicable data protection laws. By using
the Products, or submitting Customer Data via the Products, Customer expressly consents to
such processing. To the extent Customer or User provides personal data or other information
belonging to a third party, Customer represents and warrants that it has that person's,
organizations, or other such third party's proper consent, or otherwise proper authorization, to
do so. In the event Customer enters into a Data Processing Agreement with KnowBe4, such Data
Processing Agreement will govern the data handling practices between the parties and will
supersede the language contained in this Section in the event of a conflict.
4.4.1 Protected Health Information, Payment Card Information, and other Sensitive
Information. KnowBe4 does not need, nor does KnowBe4 request, any protected health
information ("PHI") governed by the Health Insurance Portability and Accountability Act
and its implementing regulations ("HIPAA"). KnowBe4 does not need, nor does KnowBe4
request, any non-public consumer personally identifiable information or financial
information governed by the Gramm -Leach -Bliley Act ("GLBA") or payment card
information covered by the Payment Card Industry Data Security Standards ("PCI DSS") in
order to provide KnowBe4's products and services. Customer should never disclose, nor
allow to be disclosed, PHI, information protected by PCI DSS or GLBA, or other sensitive
information to KnowBe4. Customer acknowledges that KnowBe4 does not take steps to
ensure KnowBe4's products are GLBA, HIPAA, or PCI DSS compliant. All obligations of the
aforementioned regulations remain solely with Customer. KnowBe4's Products and
Services are not intended for use with minors (as defined by applicable law). Customer is
prohibited from authorizing minors, as defined by applicable law, to use or access the
Products and Services, except as otherwise provided in a signed writing by an authorized
representative of KnowBe4.
5. Customer Obligations.
0 5.1 Connectivity. Customer is solely responsible for all telecommunication or Internet
connections, and associated fees, required to access and use the Products, as well as all
hardware and software. KnowBe4 is not responsible for: (a) Customer's access to the Internet; (b)
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interception or interruptions of communications through the Internet; or (c) changes or losses of
data through the Internet.
o 5.2 User Credentials. Customer will ensure User credentials (e.g., usernames and passwords)
remain confidential, and Customer and Users will not disclose any such credentials to any third
party. In addition, Customer will notify KnowBe4 immediately upon discovery of an unauthorized
disclosure of any such credentials or upon any unauthorized access. Upon any termination of
the engagement or deactivation of any User with knowledge of any such credentials, Customer
will immediately change such credentials and remove access for that User.
o 5.3 Use of Customer or Third Party LMS. In the event Customer uses its own or a third party's
LMS, or other mechanisms for hosting Courseware or other such content provided by KnowBe4
or its third party licensors, Customer will ensure strict compliance in accordance with this
Agreement and will ensure an agreement is in place with any such third party that contains
substantially the same level of protection for the Courseware and other such content as
contained herein. After the termination of the applicable subscription term, Customer will
ensure all Courseware and other such content is removed from such third party's possession.
o 5.4 Affiliates. Customer, if purchasing Seats on behalf of an Affiliate, will ensure its Affiliates
comply with the terms of this Agreement. The use of the Products by the Affiliate and its Users
represents acceptance of the terms of this Agreement by such Affiliate and its Users for which
Customer will be jointly and severally liable with its Affiliate for any breach by the Affiliate of this
Agreement. No Affiliate may directly enforce any provision of this Agreement. All actions to
enforce this Agreement must be brought by Customer.
o 5.5 Restrictions.
5.5.1 Customer may not: (a) reverse engineer, disassemble, decompile, or otherwise
attempt to reveal the trade secrets or know-how underlying the Products, except to the
extent expressly permitted under applicable law; (b) use KnowBe4's intellectual property
or Confidential Information to develop a product that is similar to the Products; (c) use any
KnowBe4 Confidential Information to contest the validity of any KnowBe4 intellectual
property; (d) remove or destroy any copyright notices, other proprietary markings, or
confidentiality legends placed on or made available through the Products; or (e) use the
Products in any manner or for any purpose inconsistent with the terms of this Agreement
or the Documentation. Software will only be used by the licensed number of Active Users
for whom Customer paid the applicable fees.
5.5.2Access and use of KnowBe4 Products, Services, or other related materials (which the
parties acknowledge are proprietary and Confidential Information of KnowBe4) is solely
authorized for the internal business purposes of the Customer and Active Users, and only
for the duration of the subscription term or evaluation period, as applicable. Use of
KnowBe4 Products, Services, or other related materials for analytical or research purposes,
to be used or disclosed outside of Customer's organization, is strictly prohibited. Sharing
screenshots, downloads, or other forms of copying, duplicating, or replicating the
Products, Services, or other related materials, publicly or outside of Active Users, is strictly
prohibited. Customer acknowledges that some of KnowBe4's Products and Services are
designed to assist Customer in training Users and may include developing, customizing,
and sending fake cyber security attack campaigns for purposes of employee training, but
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that Customer, and not KnowBe4 or any KnowBe4 channel partners, will be responsible
for Customer's compliance with all laws and governmental regulations, and any results in
connection with the Customer's use of the Products (including any reports or information
produced in connection therewith).
5.5.3 Customer acknowledges and understands that if Customer is a direct competitor of
KnowBe4 (or a third party acting on behalf of such direct competitor), Customer is not
permitted to, and will not, access or use any KnowBe4 Products, Services, or other related
materials, all of which are considered confidential and proprietary to KnowBe4.
6. Customer Content.
o 6.1 Depending on the Products and Services purchased via a Quote, Customer may use
KnowBe4's Products and Services for the hosting of its assets, content, and other materials, such
as certain reports; documents; manuals; audiovisual materials; photos; videos; and audio files, to
make available to Active Users on or through the Products and Services ("Customer Content").
All Customer Content will be considered Customer Data. Subject to, and conditioned on,
Customer's and Users' compliance with the terms and conditions of this Agreement, during the
applicable subscription term, KnowBe4 will provide Customer and Active Users remote electronic
access to the Customer Content through the Web Hosted Services in accordance with this
Agreement. KnowBe4 has the right to: (a) take any action with respect to any Customer Content
that it deems necessary or appropriate, in KnowBe4's sole discretion, including if KnowBe4
reasonably believes that such Customer Content violates this Agreement, infringes any
intellectual property right or other right of any person or entity, threatens the personal safety of
any person, or creates potential liability for KnowBe4; (b) take appropriate legal action including,
without limitation, referral to law enforcement related to any illegal or unauthorized Customer
Content provided by Customer; or (c) terminate or suspend Customer's access to the Web
Hosted Services for any violation of this Agreement. Customer grants KnowBe4, its service
providers, and each of their respective licensees, successors, and assigns the right to use,
reproduce, modify, perform, display, distribute, and otherwise disclose the Customer Content as
necessary to provide the Web Hosted Services and to make the Customer Content available to
Customer and Users.
o 6.2 Customer represents and warrants that: (a) Customer owns all rights in and to the Customer
Content and/or has the right to grant the licenses granted herein to KnowBe4, service providers,
and each of their respective licensees, successors, and assigns; and (b) all Customer Content
does and will continue to comply with this Agreement; (c) all Customer Content does and will
continue to comply with all international, federal, state, and local laws and regulations; and
(d) the Customer Content does not: (i) contain any material which is defamatory, obscene,
indecent, abusive, offensive, violent, hateful, inflammatory, or otherwise objectionable; (ii)
promote sexually explicit or pornographic material, violence, or discrimination based on race,
sex, religion, nationality, disability, sexual orientation, or age; (iii) infringe any patent, trademark,
trade secret, copyright, or other intellectual property or other rights of any person; (iv) violate the
legal rights (including the rights of publicity and privacy) of others or contain any material that
may give rise to any civil or criminal liability under applicable laws or regulations or that
otherwise may be in conflict with this Agreement; (v) promote any illegal activity, or advocate,
promote, or assist any unlawful act; (vi) intentionally create unreasonable disturbances to any
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other person or organization; or (vii) contain any: (A) viruses, trojan horses, worms, backdoors, or
other software or hardware devices, the effect of which would permit unauthorized access to, or
disable, erase, or otherwise harm, any computer, systems, software, or content; or (B) time
bombs, drop dead devices, or other software or hardware devices designed to disable a
computer program automatically with the passage of time or under the positive control of any
person, or otherwise deprive KnowBe4, or its customers/users, of its lawful rights.
o 6.3In addition to Customer's indemnification obligations contained in this Agreement, Customer
will defend and indemnify KnowBe4 and hold it harmless from any and all claims, losses,
deficiencies, damages, liabilities, costs, and expenses (including, but not limited to, reasonable
attorneys' fees) incurred by KnowBe4 as a result of any claim by a third party arising from
KnowBe4's hosting or distribution of the Customer Content as authorized under this Agreement.
The procedure for indemnification will be as set forth in the Section covering Customer's
indemnification obligations.
7. Compliance.
o Zl Anti -Bribery& Corruption. Customer will not: (a) make any unlawful payments to any
government official or employee; (b) make any unlawful payment to any person, or unlawfully
provide anything of value (whether as property, services, or in any other form) to any person, for
the purpose of obtaining an improper business advantage; or (c) agree, commit, or otherwise
offer to undertake any of the foregoing actions in connection with this Agreement or any related
activities.
0 Z2International Trade Compliance. The sale, resale, or other disposition of Products and any
related technology or documentation are subject to various economic sanctions, export control
laws, and other restrictive trade measures administered by the U.S. and other applicable
governments. Because these laws may have extraterritorial effect, Customer will comply with all
such measures, where applicable, including, without limitation: (a) the Export Administration Act
of 1979, as amended (50 U.S.C. § 2401-2420) and the Export Administration Regulations, 15
C.F.R. §§ 730-774 ("EAR"); (b) the Arms Export Control Act, 22 U.S.C. § 2778, and the
corresponding International Traffic in Arms Regulations ("ITAR"); (c) the economic sanctions laws
and regulations enforced by the U.S. Department of the Treasury's Office of Foreign Assets
Control ("OFAC"), 31 C.F.R. §§ 500, et seq., and the U.S. Department of State; and (d) the anti -
boycott regulations, guidelines, and reporting requirements under the Export Administration
Regulations and Section 999 of the Internal Revenue Service Code. Customer understands and
acknowledges that it is solely responsible for complying with such laws whenever applicable.
Customer further understands and acknowledges that it will not directly or indirectly export,
import, sell, disclose, or otherwise transfer any Products to any country or party subject to such
restrictions, and that it is solely responsible for obtaining any license(s) to export, re-export, or
import the Products that may be required.
• Z3 FO/A and Public Disclosure Requests. The purpose of the relationship between KnowBe4
and Customer is for Customer to purchase a subscription to the Products and Services that
contain software, content, and information related to internet security awareness training, IT risk
management, regulatory compliance, simulation of security attacks, vulnerability assessments,
and other product and service offerings. The Products, Services, and any Confidential
Information disclosed is proprietary to KnowBe4 and is an important business asset of KnowBe4
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(the "Proprietary Information"). The Proprietary Information consists of protected financial
data, trade secrets, and commercially valuable information that, if disclosed, would harm the
competitive position of KnowBe4. In the event of a request for disclosure of KnowBe4's
information, including any training materials, Customer will affirmatively respond denying the
request pursuant to the terms of this paragraph and will promptly, but no later than five (5)
business days after receiving such request, forward the request on to KnowBe4. Customer will
not release any such information except pursuant to written instructions by KnowBe4, or a final
un-appealable court order, provided that any such disclosure will be limited to the minimum
necessary to be in compliance with the request, based upon the opinion of counsel. If Customer
cannot agree to the foregoing, then Customer is not permitted access to the Proprietary
Information.
o Z4 Background Checks. In accordance with KnowBe4's background check policy for its US
entity, and to the extent allowed by applicable laws, KnowBe4 has not knowingly employed any
persons who, in the past seven (7) years, have been convicted of an offense involving violence,
theft, fraud, money laundering, sex crimes, or other offenses that pose an unacceptable level of
risk, given the scope of the applicable employment position and KnowBe4's business needs.
8. Product Support.
o 8.1 In General. Products are made available with standard Product Support for no additional
charge. Customer may purchase priority level support for an additional fee as set forth in the
applicable Quote. Product Support is made available in accordance with the terms and
conditions set forth in the SLA.
o 8.2 Exclusions. Notwithstanding the foregoing, KnowBe4 will have no obligation to support: (a)
services, hardware, or software provided by anyone other than KnowBe4; (b) Product issues
caused by Customer's negligence, abuse, or misapplication; or (c) Customer's use of Products
other than as specified in the Documentation.
9. Payment Terms.
o 9.1 Prices. Prices will be specified by KnowBe4 and will be applicable for the period specified in
the KnowBe4 Quote (as applicable). If no period is specified, prices will be applicable for thirty
(30) calendar days. Notwithstanding the foregoing, prices may be subject to increase upon a
renewal of a Quote, or in the event Customer adds -on or upgrades Products during the
subscription term specified in the Quote. Prices are exclusive of taxes, including sales, use,
excise, value added, and similar taxes or charges imposed by any government authority, and
domestic and international shipping charges. KnowBe4 will identify on a separate line item on
the applicable invoice, Quote, or order the taxes due on any Services supplied by KnowBe4
where KnowBe4 has established taxable nexus for all state and local transaction taxes (including
sales, use, excise, withholding, or similar functional transaction level taxes, collectively,
"Transaction Level Taxes"). In the event KnowBe4 does not include tax on an invoice to
Customer, it will serve as notice to the Customer that KnowBe4 does not have taxable nexus for
Transactional Level Taxes in the jurisdictions provided for by the Customer, and Customer will be
responsible for calculating and remitting such Transaction Level Taxes, unless Customer
provides KnowBe4 with a valid tax exemption certificate authorized by the appropriate taxing
authority. Customer is not responsible for any taxes based on KnowBe4's income. Except as
otherwise specified herein or in a Quote: (a) fees are based on the Product acquired and not
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actual usage; (b) payment obligations are non -cancelable and fees paid are non-refundable,
except where expressly permitted herein; and (c) subscription term and quantities purchased
cannot be decreased during the applicable subscription term. For clarity, Customer is
responsible for any payments owed but not paid by any Affiliates ordering Products or Services
hereunder.
o 9.2 Due Date; Late Payments. Amounts due for Products and Services may be invoiced by
KnowBe4 in full at the start of the subscription term or as otherwise expressly provided in the
Quote. Customer agrees to pay the net amount of each invoice without offset or deduction
within thirty (30) days after the date of KnowBe4's invoice (unless otherwise noted on the
invoice). If any undisputed amount is not paid by Customer within fifteen (15) days' notice of late
payment, KnowBe4 will be entitled to receive the amount due plus interest thereon at a rate of
1.5% per month (or the highest rate permitted by applicable law) on all undisputed amounts that
are not paid on or before the date due. Customer will also pay all of KnowBe4's reasonable costs
of collection including, but not limited to, reasonable attorneys'fees.
9.3 Disputed Payments.Customer has the right, in good faith, to dispute all or a portion of an
invoice prior to its due date. KnowBe4 will not collect interest on disputed amounts in the event
Customer provides KnowBe4 with written notice, prior to the due date, that Customer disputes
such charges, pays all undisputed charges on time, and cooperates diligently to resolve the
dispute.
9.4 Credit Approval; Application of Payment. All Quotes are subject to credit approval by
KnowBe4. Customer agrees to submit such financial information from time to time as may be
reasonably requested by KnowBe4 for the establishment and/or continuation of credit terms.
Any payment received from Customer may be applied by KnowBe4 against any obligation owing
from Customer to KnowBe4.
0 9.5 Channel Partner Purchases.ln the event Customer acquires Products or Services via an
authorized KnowBe4 channel partner (i.e., a reseller, distributor, managed service provider, etc.),
all payment -related terms will be set forth in the applicable agreement between such channel
partner and Customer.
0 9.6Anti-money laundering. Customer warrants that payments will be made by the same legal
entity (or by its Affiliates) entering into this Agreement.
10. Confidentiality.
o 10.1 Confidential information. During the Term, each party may disclose to the other certain
Confidential Information to the other party. Notwithstanding the foregoing, Confidential
Information does not include information that: (a) is or becomes publicly available through no
breach by the Receiving Party of this Agreement; (b) was previously known to the Receiving Party
prior to the date of disclosure, as evidenced by contemporaneous written records; (c) was
acquired from a third party without any breach of any obligation of confidentiality; (d) was
independently developed by a party hereto without reference to Confidential Information of the
other party; or (e) is required to be disclosed pursuant to a subpoena or other similar order of
any court or government agency, provided, however, that the party receiving such subpoena or
order will promptly inform the other party in writing and provide a copy thereof (unless notice is
precluded by the applicable process), and will only disclose that Confidential Information
necessary to comply with such subpoena or order.
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0 10.2 Protection of Confidential Information. Except as expressly provided in this Agreement,
the Receiving Party will not use or disclose any Confidential Information of the Disclosing Party
without the Disclosing Party's prior written consent, except disclosure to, and subsequent uses
by, the Receiving Party's employees or consultants on a need -to -know basis, provided that such
employees or consultants have executed written agreements restricting use or disclosure of
such Confidential Information that are at least as restrictive as the Receiving Party's obligations
under this Section. Subject to the foregoing nondisclosure and non-use obligations, the Receiving
Party will use at least the same degree of care and precaution that it uses to protect the
confidentiality of its own Confidential Information and trade secrets of similar nature, but in no
event less than reasonable care. Each party acknowledges that due to the unique nature of the
other party's Confidential Information, the Disclosing Party will not have an adequate remedy in
money or damages in the event of any unauthorized use or disclosure of its Confidential
Information. In addition to any other remedies that may be available in law, in equity, or
otherwise, the Disclosing Party shall be entitled to seek injunctive relief to prevent such
unauthorized use or disclosure.
o 10.3 Return and Destruction of Materials. All documents and other tangible objects containing
or representing Confidential Information that have been disclosed by either party to the other
party, and all summaries, copies, descriptions, excerpts, or extracts thereof that are in the
possession of the other party will be, and remain, the property of the Disclosing Party and will be
promptly returned to the Disclosing Party. The Receiving Party will use reasonable efforts to
promptly delete or destroy all summaries, copies, descriptions, excerpts, or extracts thereof in
their possession upon the Disclosing Party's written request. The Receiving Party will have no
obligation to delete or destroy copies that: (a) are contained in an archived computer system
backup that were made in accordance with such party's security, e-mail retention, and/or
disaster recovery procedures; or (b) are kept by a party for record -keeping, archival, or
governance purposes in compliance with such party's document retention policies. Any such
retained Confidential Information will remain subject to the terms and conditions of this
Agreement for so long as it is retained. Notwithstanding the return or destruction of the
Confidential Information, the Receiving Party will continue to be bound by its confidentiality and
other obligations hereunder in accordance with the terms of this Agreement. At the Disclosing
Party's option, the Receiving Party will provide written certification of its compliance with this
Section.
11. Warranties and Disclaimers.
o 11.1 Product Warranties. All purchased Products will materially conform to their then -current
Documentation and during the applicable subscription term, KnowBe4 will not materially
decrease the overall functionality of the Products. Customer must notify KnowBe4 of any breach
of this warranty within thirty (30) days of discovery of the breach. Customer's sole and exclusive
remedy, and KnowBe4's sole and exclusive liability, for a breach of the foregoing warranty, will
be for KnowBe4 to provide Product Support to repair or replace the relevant Product within
thirty (30) days of such notice of non -conformity. If KnowBe4 is unable to remedy such non-
conformity within the period to cure, Customer will be entitled to terminate the relevant Quote
and be issued a refund for any pre -paid, unearned fees for the affected portion of the Products.
KnowBe4 will not be responsible for any breach of the foregoing warranty resulting from
Customer's abuse or misuse of the Product or failure to use the Product as described in this
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Agreement, including failure to use the Product in accordance with its operational requirements.
Customer is required to sufficiently detail the non -conformity in a manner that allows KnowBe4
to properly assist with the remediation. KnowBe4 will not be responsible for delays in
remediation caused by Customer's failure to respond to requests by KnowBe4. Customer
understands that the Products will only operate in accordance with KnowBe4's Documentation,
and it is Customer's responsibility to ensure that the Products will be fit for its purposes and to
ensure that the Products will be supported by Customer's technology and business environment.
o 11.2 Service Warranties. KnowBe4 warrants that KnowBe4 will provide the Services in a
professional, workmanlike manner consistent with this Agreement. Customer must notify
KnowBe4 of any breach of this warranty within thirty (30) days of discovery of the breach.
Customer's sole and exclusive remedy, and KnowBe4's sole and exclusive liability, for a breach of
the foregoing warranty will be for KnowBe4, in its sole discretion, to use reasonable efforts to re -
perform the Services or terminate the relevant Quote and issue a refund for the portion of pre-
paid fees for the non -conforming Services.
o 11.3 Compliance Warranties.Each party warrants that it will comply with all laws and
regulations applicable to its provision or use of the Products and Services, as applicable
(including applicable security breach notification laws).
o 11.4 Disclaimers. EXCEPT FOR THE LIMITED WARRANTIES IN THIS SECTION: (A) THE PRODUCTS
AND SERVICES ARE PROVIDED "AS IS," WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY
KIND; AND (B) KNOWBE4 EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET
ENJOYMENT, QUALITY OF INFORMATION, TITLE, NON -INFRINGEMENT, AND FITNESS FOR A
PARTICULAR PURPOSE. KNOWBE4 DOES NOT WARRANT THAT THE OPERATION OF THE
PRODUCTS WILL BE UNINTERRUPTED OR ERROR -FREE OR THAT DEFECTS IN THE PRODUCTS
WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, MARKETING, OR PROMOTIONAL
MATERIALS, OR ADVICE GIVEN BY KNOWBE4 OR KNOWBE4'S AUTHORIZED REPRESENTATIVES
WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES
PROVIDED HEREIN. CUSTOMER ACKNOWLEDGES THAT COURSEWARE IS FOR GENERAL
INFORMATION PURPOSES ONLY AND THAT KNOWBE4 IS NOT A LAW FIRM, NOR DOES IT
PROVIDE ANY PROFESSIONAL OR ADVISORY SERVICES. THE INFORMATION PRESENTED
IS NOT LEGAL ADVICE AND IS NOT TO BE ACTED ON AS SUCH. THE PRODUCTS MAY CONTAIN
THE TRADE NAMES OR TRADEMARKS OF VARIOUS THIRD PARTIES AND, IF SO, ANY SUCH USE IS
FOR ILLUSTRATIVE AND EDUCATIONAL PURPOSES ONLY. ALL PRODUCT AND COMPANY NAMES
ARE PROPERTY OF THEIR RESPECTIVE OWNERS. USE OR DISPLAY OF THE MARKS DOES NOT
IMPLY ANY AFFILIATION WITH, ENDORSEMENT BY, OR ASSOCIATION OF ANY KIND BETWEEN
SUCH THIRD PARTIES AND KNOWBE4.
o 11.5THE PRODUCTS AND SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION
OVER THE INTERNET. CUSTOMER ACKNOWLEDGES AND AGREES THAT KNOWBE4 AND ITS
VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (A)
VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (B)
UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO, AND DAMAGE,
CUSTOMER DATA, WEB -SITES, COMPUTERS, OR NETWORKS. KNOWBE4 WILL NOT BE
RESPONSIBLE FOR THOSE ACTIVITIES. FURTHER, EACH PARTY DISCLAIMS ALL LIABILITY AND
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INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD -PARTY
HOSTING PROVIDERS.
12. Indemnification.
o 12.1 KnowBe4 Indemnity Obligations. KnowBe4 will defend and indemnify Customer from any
and all claims, losses, deficiencies, damages, liabilities, costs, and expenses (including, but not
limited to, reasonable attorneys' fees) finally awarded against Customer, as approved via a court -
approved settlement, or via binding mediation or arbitration arising from a claim by a third party
that Customer's authorized use of a Product infringes that third party's United States patent,
copyright, or trade secret rights. The foregoing indemnification obligation of KnowBe4 is
contingent upon Customer promptly notifying KnowBe4 in writing of such claim (provided the
failure or delay in doing so will not relieve KnowBe4 from any obligations to indemnify Customer
except to the extent that such delay or failure materially prejudices the defense of such claim),
permitting KnowBe4 sole authority to control the defense or settlement of such claim and
providing KnowBe4 reasonable assistance (at KnowBe4's sole expense) in connection therewith.
If a claim of infringement under this Section occurs, or if KnowBe4 determines a claim is likely to
occur, KnowBe4 will have the right, in its sole discretion, to either (a) procure for Customer the
right or license to continue to use the Products free of the infringement claim; or (b) modify the
Products to make them non -infringing, without loss of material functionality. If neither of these
remedies is reasonably available to KnowBe4, KnowBe4 may, in its sole discretion, immediately
terminate this Agreement and related Quote and, upon return of the infringing Products from
Customer, provide a prorated refund for any prepaid, unused fees for such Products for the
remainder of the applicable subscription Term. Notwithstanding the foregoing, KnowBe4 will
have no obligation with respect to any claim of infringement that is based upon or arises out of:
(a) the use or combination of the Products with any third -party software, process, products, data,
service, or other materials not provided by KnowBe4; (b) modification or alteration of the
Products by anyone other than KnowBe4; (c) use of the Products in excess of the rights granted
in this Agreement; or (d) any specifications or other intellectual property provided by Customer
(collectively, the "Excluded Claims"). The provisions of this Section state the sole and exclusive
obligations and liability of KnowBe4 and its licensors and suppliers for any claim of intellectual
property infringement arising out of or relating to the Products or this Agreement, and are in lieu
of any implied warranties of non -infringement, all of which are expressly disclaimed.
12.2 Customer Indemnity Obligations. Customer will defend and indemnify KnowBe4 and hold
it harmless from any and all claims, losses, deficiencies, damages, liabilities, costs, and expenses
(including, but not limited to, reasonable attorneys' fees) incurred by KnowBe4 as a result of any
claim by a third party arising from: (a) Customer's use of the Products in breach of this
Agreement, (b) KnowBe4's authorized use of the Customer Data; or (c) the Excluded Claims. The
foregoing indemnification obligation of Customer is contingent upon KnowBe4 promptly
notifying Customer in writing of such claim (provided the failure or delay in doing so will not
relieve Customer from any obligations to indemnify KnowBe4 except to the extent that such
delay or failure materially prejudices the defense of such claim), permitting Customer sole
authority to control the defense or settlement of such claim, provided that Customer may not
settle any such claim unless it unconditionally releases KnowBe4 of all liability, and providing
Customer reasonable assistance (at Customer's sole expense) in connection therewith.
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13. Limitations of Liability.
o 13.1 NEITHER KNOWBE4 NOR ITS VENDORS OR LICENSORS WILL HAVE ANY LIABILITY TO
CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, SALES, BUSINESS, DATA, OR
OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY
AND PUNITIVE DAMAGES, OF ANY KIND OR NATURE RESULTING FROM, OR ARISING OUT OF,
THIS AGREEMENT, THE PRODUCTS, AND ANY SERVICES RENDERED HEREUNDER. THE TOTAL
LIABILITY OF KNOWBE4 AND ITS VENDORS AND LICENSORS TO CUSTOMER OR ANY THIRD PARTY
ARISING OUT OF THIS AGREEMENT, THE PRODUCTS, AND ANY SERVICES RENDERED HEREUNDER
FOR ANY AND ALL CLAIMS OR TYPES OF DAMAGES WILL NOT EXCEED THE TOTAL FEES PAID OR
PAYABLE HEREUNDER BY CUSTOMER FOR THE PRODUCT OR SERVICE AS TO WHICH THE
LIABILITY RELATES, IN THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO
LIABILITY. The allocations of liability in this Section represent the agreed, bargained -for
understanding of the parties and KnowBe4's compensation hereunder reflects such allocations.
The limitation of liability and types of damages stated in this Agreement are intended by the
parties to apply, regardless of the form of lawsuit or claim a party may bring, whether in tort,
contract, or otherwise, and regardless of whether any limited remedy provided for in this
Agreement fails of its essential purpose.
14. Term and Termination.
0 14.1 This Agreement will be effective as of the Effective Date and will remain in full force and
effect until all Quote terms have expired or otherwise have been terminated ("Term")
14.2 Suspension. In the event KnowBe4, in good faith, believes or otherwise becomes aware of a
User's violation of this Agreement, then KnowBe4 may specifically request that Customer
suspend such User's access to, and use of, the Products. In the event Customer fails to suspend
such non -compliant User, Customer hereby authorizes KnowBe4 to suspend such User. The
duration of such suspension is at the sole determination of KnowBe4 and will continue until such
time as KnowBe4 determines that the applicable User has cured the breach resulting in such
suspension. KnowBe4 may also suspend access to, and use of, the Products with respect to any
individual User or the Customer account to: (a) prevent damages to, or degradation of, the
Products or KnowBe4's systems; (b) comply with any law, regulation, court order, or other
governmental request; or (c) otherwise protect KnowBe4 from potential legal liability. Any such
suspension will be to the minimum extent and of the minimum duration required to prevent or
terminate the cause of the suspension.
o 14.3 Termination.
14.3.1 If Customer fails to pay any invoice when due and does not make such payment
within fifteen (15) days after receipt of notice from KnowBe4 of such failure, KnowBe4
may, in its sole discretion, either: (a) suspend delivery or performance of any Quote, or any
remaining balance thereof, until such payment is made; or (b) terminate any Quote. In
either event, Customer will remain liable to pay for the Products and Services
14.3.2 Either party may terminate the Agreement or a Quote upon a material breach of the
Agreement or Quote by the other, if the breaching party does not cure the breach within
thirty (30) days after receipt of written notice from the other party specifying the breach.
14.3.3 Customer may terminate this Agreement or any applicable Quote at any time and
for any reason upon providing thirty (30) days' written notice to KnowBe4, provided
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Terms Of service I KnowBe4 Agreement No. 6231
Customer will not be entitled to reimbursement or relief of its future payment obligations.
o 14.4 Effects of Termination.
A 14.4.1 In the event of any termination of the Agreement or Quote without cause by
Customer, or for cause by KnowBe4, Customer will pay for all Products and Services
ordered as of the effective date of termination of the particular Quote. In addition, if a
Quote specifies a term for which KnowBe4 will provide Products or Services to Customer
(e.g., thirty-six (36) months), and that Quote is terminated by KnowBe4 for cause (including
nonpayment) or by Customer without cause, then all future, recurring fees associated with
the remaining term of such Quote will become immediately due and payable, and will be
paid by Customer to KnowBe4 upon the effective date of such termination.
m 14.4.2 Upon any termination, Customer's right to use and access the Products and Services
(including any Courseware and other materials provided by KnowBe4) will immediately
cease. Customer must return or destroy all copies (original and duplicates) of such
Products and Services, in accordance with this Agreement. Upon request by KnowBe4,
Customer must provide to KnowBe4 a certification of destruction:
0 14.4.3 During the applicable subscription term, Customer will have the ability to download
a copy of its Customer Data contained in the Products in the form and format as such
Customer Data exists in the Products. Upon termination of this Agreement or applicable
subscription term, KnowBe4 will have the right to delete or destroy all Customer Data in
KnowBe4, or in KnowBe4's agents' possession. Notwithstanding the forgoing, KnowBe4 will
be permitted to retain copies of data contained in an archived computer system backup
that: (a) was made in accordance with its security, e-mail retention, and/or disaster
recovery procedures; or (b) are kept by KnowBe4 for record -keeping, archival, or
governance purposes in compliance with KnowBe4's document retention policies. Any
such retained data will remain subject to the provisions of this Agreement for so long as it
is retained.
a 14.4.4 The exercise of the right to terminate this Agreement and any Quote will be in
addition to any other rights or remedies provided in this Agreement, or existing at law or
equity, that are not otherwise excluded or limited under this Agreement.
15. Miscellaneous Provisions.
0 15.1 US. Governmental Rights. The software Products and Services consist of commercial items
and are commercial computer software as described in DFARS 252.227-7014(a)(1) and FAR 2.101.
If acquired by or on behalf of any the Department of Defense or any component thereof, the U.S.
Government acquires this commercial computer software and/or commercial computer
software documentation subject to the terms of this Agreement as specified in DFARS 227.7202-
3, Rights in Commercial Computer Software or Commercial Computer Software Documentation.
If acquired by or on behalf of any civilian agency, the U.S. Government acquires this commercial
computer software and/or commercial computer software documentation subject to the terms
of this Agreement as specified in FAR 12.212, Computer Software.
o 15.2 insurance. KnowBe4 will maintain adequate insurance coverages as required by law or
regulation, with an insurance carrier or carriers having an A.M. Best rating of A- or better, or an
equivalent rating by another rating agency in the following amounts: (a) Comprehensive General
Liability - not less than $1,000,000 per occurrence, $2,000,000 general aggregate; (b) Errors and
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Omissions (including Cyber & Privacy) - not less than $5,000,000 in the aggregate; and (c)
Workers Compensation Coverage - as required by applicable law. Upon Customer's written
request, KnowBe4 will furnish a Certificate of Insurance evidencing its insurance coverage to
Customer.
o 15.3 Independent Contractor. KnowBe4, its personnel, agents, subcontractors and
independent contractors are not employees or agents of Customer and are acting as
independent contractors with respect to Customer. Neither party is, nor will be, considered to be
an agent; distributor; partner; joint venture; or representative of the other party for any purpose,
and neither party will have the authority to act on behalf of, or in the name of, or to bind, the
other party in any manner whatsoever.
15.4 Force Majeure. Neither party to this Agreement will be liable for delays or failures in
performance under this Agreement (other than the payment obligations or breach of
confidentiality requirements) resulting from acts or events beyond the reasonable control of
such party, including acts of war, terrorism, acts of God, natural disasters (fires, explosions,
earthquakes, hurricane, flooding, storms, explosions, infestations), embargos, riots, sabotage,
governmental acts, failure of the Internet, power failures, energy interruptions or shortages,
other utility interruptions, or telecommunications interruptions, provided that the delayed party:
(a) gives the other party notice of such cause without undue delay; and (b) uses its reasonable
commercial efforts to promptly correct such failure or delay in performance.
0 15.5 Governing Law, Venue. The following provisions include the law that will apply in the event
of any dispute or lawsuit arising out of or in connection with this Agreement, the courts that
have jurisdiction over any such dispute or lawsuit, and the accompanying terms depend on
where the Customer is domiciled in accordance with the following table. All proceedings to be
conducted in English.
Without giving
effect to any
choice or conflict Courts with
If the Customer is of law provisions, exclusive
Additional terms included are:
domiciled in: rules, or jurisdiction
principles, the
governing law is
the laws of:
A country in North Florida and
America, Central controlling United
America, South States federal law
America or
Caribbean, other
than Brazil. If
Customer is
domiciled in
a re:
Hillsborough Notwithstanding the foregoing, the parties will
County, have the right to seek injunctive or pre -
Florida, U.S.A. judgment relief in any court of competent
jurisdiction to prevent or enjoin the
misappropriation, misuse, infringement or
unauthorized disclosure of its Confidential
Information or intellectual property rights. No
Federal Acquisition Regulations will be
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,739 AM
Russia, or a
geographic region
that does not fall
into one of the
designations
described in this
table, then
Customer will fall
into this category.
A country in EMEA
(Middle East,
Europe and Africa)
other than United
The Netherlands
Kingdom, South
Africa, Germany,
Austria and/or
Switzerland
Terms Of Service I KnowBe4 Agreement No. 6231
construed to apply to KnowBe4 without
KnowBe4's written agreement thereto. The
United Nations Convention for the International
Sale of Goods will not apply to this
Agreement. THE PARTIES HERETO WILL AND
THEY HEREBY DO WAIVE TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY EITHER OF THE PARTIES HERETO
AGAINST THE OTHER ON ANY MATTERS
WHATSOEVER ARISING OUT OF OR IN ANY WAY
RELATED TO THIS AGREEMENT.
Amsterdam
Germany, Austria Federal Republic of
Berlin
or Switzerland Germany
United Kingdom England and Wales London
Australia, New
Victoria,
Zealand Victoria, Australia
Australia
or Oceania
Tokyo District
Japan Japan
Court
The UN Convention on Contracts for the
International Sale of Goods (UNCITRAL) will not
apply.
Federative Republic Sao Paulo, The parties agree that any subpoena or notice
Brazil of Brazil State of Sao relating to the proceeding will be made by
Paulo, Brazil registered correspondence.
South Africa England and Wales London
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A country in the
Asia -Pacific region,
other than Japan,
Singapore Singapore
Australia, New
Zealand or
Oceania
• 15.6 Entire Agreement, • Construction; Modifications. This Agreement, including any and all Quotes,
constitutes the entire understanding between the parties related to this Agreement which
understanding supersedes and merges all prior understandings and all other proposals, letters,
agreements, whether oral or written. The parties further agree that there are no other inducements,
warranties, representations, or agreements regarding the matters herein between the parties except
as expressly set forth in this Agreement. In the event of any conflict between the body of this
Agreement and any Quote, or additional agreements entered into by the parties, the body of this
Agreement will control, unless otherwise expressly stated in a signed writing by authorized
representatives of the parties. In the event that the Customer or Users are presented with KnowBe4
click -wrap, the contents of this Agreement will supersede any conflicting terms. As used herein, the
term "including" will mean "including, without limitation"; the term "includes" as used herein will mean
"includes, without limitation"; and terms appearing in the singular will include the plural, and terms
appearing in the plural will include the singular. This Agreement may not be modified, amended, or
altered in any manner except by a written agreement signed by authorized representatives of the
parties, and any attempt at oral modification will be void and of no effect.
15.7Assignment. This Agreement may not be assigned or transferred by either party without the prior
written consent of the other party, which consent will not be unreasonably withheld, conditioned, or
delayed. Notwithstanding the foregoing, either party may assign its rights and obligations under this
Agreement, in whole but not in part, without the other party's permission, to an Affiliate (provided
previously purchased licenses, access rights, and Seats for the Products and Services will not be
assignable or transferable without written consent from KnowBe4) or in connection with any merger,
consolidation, sale of all or substantially all of such assigning party's assets, or any other similar
transaction, provided, that the assignee: (a) is not a direct competitor of the non -assigning party; (b) is
capable of fully performing the obligations of the assignor under this Agreement; and (c) agrees to be
bound by the provisions of this Agreement.
• 15.8 No Waiver. The waiver or failure of either party to exercise any right in any respect provided for
herein will not be deemed to be a waiver of any further right.
• 15.9 Purchase Order. KNOWBE4 SPECIFICALLY OBJECTS TO ANY ADDITIONAL TERMS BEING ADDED
THROUGH A CUSTOMER PROVIDED PURCHASE ORDER OR SIMILAR DOCUMENT. IF A PURCHASE
ORDER IS REQUIRED BY CUSTOMER, THE PARTIES AGREE THAT ANY ADDITIONAL TERMS CONTAINED
THEREIN WILL NOT BECOME PART OF THE AGREEMENT BETWEEN THE PARTIES AND, SPECIFICALLY,
THAT THE TERMS OF THIS AGREEMENT WILL SUPERSEDE AND REPLACE ANY AND ALL TERMS IN ANY
PURCHASE ORDER.
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• 15.10 Survivability. All provisions of this Agreement relating to confidentiality, non -disclosure,
intellectual property, disclaimers, limitation of liability, indemnification, payment, and any other
provisions which must survive in order to give effect to their meaning will survive the termination of
this Agreement.
• 15.11 Servability. If any provision of this Agreement is held by a court of competent jurisdiction to be
contrary to law, the provision will be deemed null and void, and the remaining provisions of this
Agreement will remain in effect.
• 15.12 Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement
will be in writing and will be effective upon (a) personal delivery, (b) the third business day after
mailing, or (c) the day of sending by email. All notices from Customer pertaining to contractual or legal
matters (i.e. breach of contract, termination, indemnifiable claims, etc.) must clearly be identified and
marked as Legal Notices to the address listed below. Billing -related notices to Customer will be
addressed to the relevant billing contact designated by Customer. All other notices to Customer will be
addressed to the relevant account administrator designated by Customer.
Notice address for KnowBe4:
KnowBe4, Inc.
Attn: Legal Department
33 N. Garden Ave.
Suite 1200
Clearwater, Florida, U.S.A. 33755
• support@knowbe4.com
• 15.13 Headings; Counterparts; Electronic Signatures. The headings contained in this Agreement are
for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.
This Agreement may be executed in two or more original or facsimile counterparts, each of which will
be deemed an original, but all of which together shall constitute one and thesame instrument. The
parties agree that the electronic signature of a party to this Agreement shall be as valid as an original
signature of such party and shall be effective to bind such party to this Agreement. The parties agree
that any electronically signed document (including this Agreement) shall be deemed (i) to be "written"
or "in writing," (ii) to have been signed and (iii) to constitute a record established and maintained in the
ordinary course of business and an original written record when printed from electronic files. Such
paper copies or "printouts," if introduced as evidence in anyjudicial, arbitral, mediation or
administrative proceeding, will be admissible as between the parties to the same extent and under the
same conditions as other original business records created and maintained in documentary form. For
purposes hereof, "electronic signature" means a manually -signed original signature that is then
transmitted by electronic means; "transmitted by electronic means" means sent in the form of a
facsimile or sent via the internet as a "pdf' (portable document format) or other replicating image
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9/8/21, 7:39 AM Terms Of Service I KnowBe4 Agreement No. 6231
attached to an e-mail message; and, "electronically signed document" means a document transmitted
by electronic means and containing, or to which there is affixed, an electronic signature.
16. Country5pecific Provisions. The following provisions are specific to the local law requirements for
the specific country indicated, only.
16.1 Local Law Requirements forjapan. If Customer is domiciled in Japan, then Customer
represents and warrants that it, and it officers, directors, and material shareholders, are not: (a)
Anti -Social Forces (defined below), and have not been for at least the last five years; and (b)
involved with Anti -Social Forces, including, without limitation, involvement by management,
utilization, or provision of funding or favors. KnowBe4 may immediately terminate this
Agreement for cause in the event of a breach of any of these representations and warranties.
For the purposes of this section "Anti -Social Forces" means, collectively, an organized crime
group (bouryokudan) or a member or affiliate thereof, a corporate racketeer (soukaiya), a rogue
person or group advocating a social or political movement, or any other anti -social forces.
16.2 Local Law Requirements for Germany. With respect to Customers to which German law
applies, Section 13 "Limitation of Liability" of this Agreement is replaced with the following:
"13 Limitation of Liability for Customers Domiciled in Germany.
13.1 Unlimited Liability. The Parties shall be mutually liable without limitation: (a) in the event of
willful misconduct or gross negligence; (b) within the scope of a guarantee taken over by the respective
party; (c) in the event that a defect is maliciously concealed; (d) in case of an injury to life, body or
health; or (e) according to the German Product Liability Law.
o 13.2 Material Obligations. In the event of a slightly negligent breach of such essential contractual
obligations, the fulfilment of which is essential for the proper performance of the Agreement, the
breach of which endangers the achievement of the purpose of the Agreement and on the observance
of which the recipient of the service regularly relies (so-called material obligations/Kardinalspflichten),
the liability of either party shall be limited in amount to the damage which is foreseeable and typical
according to the nature of the transaction in question. Further liability of either party does not exist. .
a 13.3 Unless the parties are liable in accordance with either section 13.1 or 13.2, in no event shall the
aggregate liability of each party together with all of its Affiliates arising out of or related to this
Agreement exceed the total amount paid by Customer and its Affiliates hereunder for the Services
giving rise to the liability in the 12 months preceding the first incident out of which the liability arose.
The foregoing limitation will not limit Customer's and its Affiliates' payment obligations.
13.4 Unless the parties are liable in accordance with section 13.1, the above limitations of liability shall
apply to all claims for damages, irrespective of the legal basis including claims for tort damages. The
above limitations of liability also apply in the case of claims for a party's damages against the
respective other party's employees, agents or bodies.
13.5 Any rights arising out of or in connection with this Agreement shall expire 24 months after the
beginning of the statutory limitation period. The statutory limitation rules for intentional and grossly
negligent acts, for claims due to intentional or negligent injury to life, body or health, for fraudulent
misrepresentation and for claims under the Product Liability Act as well as sec. 548 of the German Civil
Code shall remain unaffected."
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SERVICE LEVEL AGREEMENT
This Service Level Agreement ("SLA") is for the provisioning of services required to support and sustain the
Products under the Agreement to which this SLA is attached.
Term
This SLA is valid for the subscription term specified in the applicable Quote. Termination of the
Agreement and/or a Quote will result in termination of this SLA.
Availability & Uptime
KnowBe4 agrees to: (a) make the Products available to Customer pursuant to the Agreement and the
applicable Quote, (b) provide support for the Products to Customer at no additional charge, and/or
upgraded support if purchased; and (c) use commercially reasonable efforts to make the online Services
available 99.9% of the time to be measured annually, excluding any planned downtime, maintenance
windows, or any unavailability caused by circumstances beyond KnowBe4's reasonable control, such as a
force majeure event in accordance with the Agreement. If Customer would like to receive status updates
on the availability of KnowBe4's Products, Customer may subscribe to receive updates at
-MllDs,//,:A atuu knowbe i.claiin/, or such other URL as KnowBe4 may provide from time to time.
CSM
Customer will be assigned a designated customer service manager ("CSM") to assist the Customer's
admin with onboarding and training on how to use the Products, as applicable.
Maintenance Windows
Maintenance windows for other Products not specified below may be found on the KnowBe4
Documentation page, as defined in the Agreement.
• KMSAT maintenance windows may be found at hi Up ,//"SITl/hr:,,feil
578 da I<r1CvAri3&1 Secii i it r,bMrndail ciiess fray nu ni p:..KViSAi " i e It4ai,�Ieriam i,.., or such
other URL as KnowBe4 may provide from time to time.
• KCM GRC maintenance windows may be found at
i 1u,/ai, u 1 ^ " 64 V T o 3 KclV G RC F111au1oj, a°r�i..lr�, lurr1 �r°i iA i, A,�..%Ah idwl,:;"�,r"�/, or such other URL as KnowBe4
may provide from time to time.
• PhishER maintenance windows may be found at :,''w/;iNl,,"pud:;"rtI ;Hvrr9., 1,+d::i1Ar/Irr:: •irr..
us,l at,Ui!;:lles/360025 64473 [IhJ,l7ER I1,i1 fr:ri m S�1:,, or such other URL as KnowBe4 may
provide from time to time.
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9/8/21, 7:39 AM Tenns Of Service I KnowBe4 Agreement No. 6231
KnowBe4's support parameters, including its support hours, may be found at
https://www.knowbe4.com/hubfs/KnowBe4-Support-Document.pdf?t=l518625292505, or such other URL
as KnowBe4 may provide from time to time. To make a support request, Customer may submit a ticket at
htts://support.knowbe4.com/hc/en-us/requests/new, or such other URL as KnowBe4 may provide from
31"'ii-3'[i s1
Customer responsibilities and/or requirements in support of this SLA include: (a) Customer's compliance
with the Agreement and the applicable Quote; (b) reasonable availability of Customer's admin and/or
technical representative(s) when resolving a service -related incident or request; and (c) providing proper
notice of KnowBe4's non-compliance with any Product or Service warranty in accordance with the
Agreement and sufficiently detailing the non-compliance in a manner that enables KnowBe4 to properly
assist with the remediation. KnowBe4 will not be responsible for delays in remediation caused by
Customer's failure to respond to requests by KnowBe4. Customer understands that the Products and
Services will only operate in accordance with KnowBe4's Documentation, as defined in the Agreement,
and it is Customer's responsibility to ensure that the Products and Services will be fit for its purposes and
to ensure that the Products and Services will be supported by Customer's technology and business
environment. Customer understands that KnowBe4's Products and Services are non -mission critical to
Customer's business.
Response Times
In support of services outlined in this SLA, KnowBe4 will respond to service -related incidents and/or
requests submitted by Customer within the following time frames:
• Within 2 business days for issues classified as High Priority.
o "High Priority": Complete failure of platform or the complete unavailability of core functionality
such as training and phishing.
• Within 3 business days for issues classified as Medium Priority.
• "Medium Priority": Impacted operations, core operations such as user and admin login operational
but functionality impaired or requiring workarounds to achieve documented operation.
• Within 5 business days for issues classified as Low Priority.
• "Low Priority": Inconvenience due to operations not performing as defined or at a significantly
degraded speed.
KMSAT Support Tied
Tier 1 Support will assist with:
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9/8/21, 7:39 AM Tenns Of Service I KnowBe4 Agreement No. 6231
• Phishing and Training Campaign creation
• Explaining overall navigation of the KMSAT Products
• Providing KnowBe4's recommended best practices
• Issues accessing the training console
• Whitelisting to ensure successful delivery of email from our servers
• Issues related to accessing/completion of training modules
• Resolving phishing/training result discrepancies
• SAML Single Sign -On support and troubleshooting
• Phish Alert Button installation
• Active Directory Integration support
• Channel partner support
Tier 2 and Tier 3 Support will be available for the escalation of more advanced support requests
related to issues occurring with the KMSAT Products.
Channel Partners
In the event Customer purchases through a KnowBe4-authorized channel partner, such channel partner
may have its own SLA associated with the purchase. Customer acknowledges that KnowBe4 is not
responsible, nor is KnowBe4 liable, for ensuring compliance with such channel partner SLA.
1. 1. KnowBe4 will maintain Customer Confidential Information and its information technology
environment secure from unauthorized access by using commercially reasonable efforts and
industry standard organizational, physical and technical safeguards, and refrain from
implementing changes that materially lower the level of security protection provided as of the
Effective Date of the Agreement. KnowBe4 will comply with the minimum security standards set
forth in this Exhibit and provide prior written notice to Customer of any significant changes to
KnowBe4's information security policy that would lessen the security posture of the
environment.
2. KnowBe4 will conduct a SOC-2 Type 2 or such similar or successor audit on an annual basis.
Upon request, KnowBe4 will provide Customer with a copy of such audit report and promptly
remediate and/or mitigate any non-conformance findings in like with KnowBe4's existing
vulnerability remediation process. Such audit report will be considered Confidential Information
of KnowBe4.
2. Audit Rights. Not more than once per calendar year during the term of the Agreement and with at
least thirty (30) days' prior written notice by Customer to KnowBe4, Customer may, at Customer's sole
expense, audit KnowBe4 to verify compliance with the terms and conditions of this Exhibit. Such audit
will be:
3. Completed within two (2) weeks;
4. Performed during KnowBe4's regular business hours in a manner that, in KnowBe4's reasonable
judgment, does not disrupt or degrade KnowBe4's regular business operations and is done in
accordance with KnowBe4's security and data protection policies;
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5. Limited to KnowBe4's facilities and personnel of KnowBe4 in scope of this Agreement and
6. Conducted by either Customer's employees or, with KnowBe4's approval, by an independent third
party agreed to by the parties.
Customer may create an audit report summarizing the findings and observations of the audit ("Audit
Report"). Audit Reports are deemed to be Confidential Information of KnowBe4 and the Customer will not
disclose the Audit Reports to third parties except to Customer's legal counsel and consultants bound by
obligations of confidentiality using at least the same degree of care Customer employs in maintaining in
confidence its own Confidential Information of a similar nature, but in no event less than a reasonable
degree of care. Customer will disclose the results of its audit to KnowBe4 within one week after its
completion. KnowBe4 will promptly respond to audit findings and, at KnowBe4's expense, discuss the
findings with Customer, and if applicable, remediate and/or mitigate any critical and high risk findings to
the satisfaction of Customer.
3. Technical Security Controls. With respect to KnowBe4 infrastructure that processes, stores, or
transmits Customer Confidential Information, KnowBe4 will use the following technical security
controls where applicable (and keep them current by incorporating and using all updates commercially
available):
4. Network Protection
o Network based firewalls or equivalent
o Network intrusion detection/protection systems
5. Client Protection
o Malware and malicious code protection is applied to all applicable workstations. No workstations
are permitted to store or process customer data.
o Host -based firewall/intrusion prevention software that blocks activity not directly related to or
useful for business purposes
6. System and Software Protection
• All system and applications must utilize secure authentication and authorization mechanisms
o All KnowBe4-developed applications must be designed and implemented using secure coding
standards and design principles (e.g., OWASP)
• Operating systems must be hardened appropriately according to industry standard practices
• Systems must be inspected for known vulnerabilities and all identified known vulnerabilities
must be patched as soon as reasonably possible
7. Encryption
o KnowBe4 will review and update encryption configurations on all systems that utilize encryption.
KnowBe4 will utilize only modern industry accepted encryption algorithms, ciphers, modes and
key sizes
8. Customer Confidential Information Protection
o Customer Confidential Information Access: KnowBe4 will ensure that only authorized individuals
(based on role) will, on behalf of KnowBe4, have access to Customer Confidential Information
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0 Customer Confidential Information Storage: KnowBe4 will not process Customer Confidential
Information on or transfer such to any portable storage medium, unless the storage medium is
fully encrypted in accordance with encryption requirements set forth in this Exhibit
c Customer Confidential Information Transmission: All transmission or exchange of Customer
Confidential Information by Company will use secure protocol standards in accordance with
encryption requirements set forth in this Exhibit
9. 1.If KnowBe4 becomes aware of any unauthorized access to the Customer Confidential
Information on systems owned, managed, or subcontracted by KnowBe4, KnowBe4 will without
undue delay, notify Customer; consult and reasonably cooperate with investigations and
potentially required notices; and provide any information reasonably requested by Customer
2. In the event of a breach or any unauthorized disclosure of Customer Confidential Information, at
no additional cost to Customer, KnowBe4 will reasonably cooperate with Customer in
investigating the incident including, but not limited to, the provision of system, application, and
access logs, conducting forensics reviews of relevant systems, imaging relevant media, and
making personnel available for interview
3.On notice of any actual breach, KnowBe4 will immediately institute appropriate controls to
maintain and preserve all electronic evidence relating to the breach in accordance with industry
standard practices
10. The terms of this Exhibit apply in addition to, not in lieu of, any other terms and conditions agreed with
KnowBe4, except as specifically and expressly agreed in writing with explicit reference to this Exhibit.
11. KnowBe4 will periodically provide those employees, consultants, and any approved third parties
(affiliated or not) that manage, or have access to, Confidential Information, including personally
identifiable information, provided or made available by Customer, with privacy and security awareness
training.
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