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) THE CITY OF NASHUA “The Cate City’

Information Technology Division

June 6, 2018
TO: MAYOR Donchess
FINANCE COMMITTEE

SUBJECT: Security Training

Cyber security is a major concern for the IT ecosystem as a whole as we are evolving towards a complete digitally-driven
world where technology plays a crucial role. Hacking and Malware have become very sophisticated. My team does an
excellent job implementing tools to protect our systems from outside attacks. However, we still have work to do.

Unfortunately employees are the weak link in our IT Security due to lack of awareness. Social engineering is the number
one security threat to any organization. The alarming growth and sophistication of cyber-attacks only make this problem
worse, as cyber criminals go for the low hanging fruit: Employees. Users remain the first level of a layered defense in
protecting our organization from these attacks and must receive appropriate security awareness training in order to
recognize phishing characteristics and what to do when confronted with them.

Numerous reports and white papers show organizations are exposed to massive increases in the number of cyberattacks
over the past five years. Raising the awareness of cyber security threats in the workplace through targeted employee
education and ongoing reinforcement is the only way to bridge this gap.

In summary, we have chosen KnowB4 to accomplish this goal. KnowBe4 is the world’s most popular integrated Security
Awareness Training and Simulated Phishing platform with over 15,000 customers. KnowB4 pricing is $15,691.32 for 3 years
of service. We were successful in negotiating a discounted rate of $9,998.02.

Respectfully,

Bruce Codagnone
CIO/IT Division Director

Ce: J. Griffin

D. Kooken

229 Main Street * Nashua, New Hampshire 03060 * Phone (603) 589-3300 * Fax (603) 594-3434

KnewBe4

Human error. Conquered.

Company Address 33 N Garden Avenue, Suite 1200 Created Date 5/8/2018
Clearwater, FL 33755 Expiration Date 5/14/2018

US
Quote Number 00176627
Payment Terms Net 30
Prepared By Katherine Fein Contact Name Nick Miseirvitch
Email katherinef@knowbe4.com Phone (603) 589-3000 “«
Phone (727) 228-2957 * Email miseirvitchn@nashuanh.gov
Bill To Name City Of Nashua Ship To Name City OF Nashua
Bill To 229 Main St Ship To 229 Main St
Nashua, NH 03060-2938 Nashua, NH 03060-2938
United States United States
Notes: Pricing includes 10% NonProfit/(Government discount.

Product Product Description c ge Discount Quantity
4000KMSGNO00D36-G KnowBeé4 Security Awareness Training Subscription Gold 501-1000 Users USD 24.58% | 501.00 USD
3 Years 26.46 9,998.02
KnowBe4 Security Awareness Training Subscription Platinum Upgrade 3 USD USD
1000KMSPOU00D36-G Yi 501-1000 4.86 100.00% | 501.00 0.00
Total Price USD 9,998.02
Quote Acceptance Information
Your signature on this quote tells us that you have the authority to
Signature make this purchase on behalf of your company and that you agree to
pay within the stated terms. The subscription period will begin when
Name we process your order, which is when we receive your signed quote.
Unless included on the invoice, customer is responsible for any
Title applicable sales and use tax. KnowBe4's Standard Terms of Service

apply, unless mutually agreed otherwise in writing.
Date

MASTER AGREEMENT

This Subscription and License Agreement (“Agreement”) is effective as of May 29, 2018 ("Effective Date”) by and
between KnowBed, Inc., a Delaware Corporation whose principal place of business is 33 N. Garden Ave Ste. 1200
Clearwater, Florida 33755, and its affiliates (“KnowBed4”), and City of Nashua (“Custorner”), with a principal place of
business at 229 Main St., PO Box 2019, Nashua, NH 03061-2019. Customer and KnowBe4 may be referred to In this
Agreement individually as a “party” or jointly as the “parties.” This Agreement governs all Products and Services, as

defined below, provided by KnowBed to Customer.

1. Definitions. For purposes of this Agreement:

“AD” means Active Directory. AD is a directory service
(similar to a database} that a network administrator uses
to control network security. A server running AD is called
a domain controller. AD authenticates and authorizes all
users, computers and software in a Windows network—
assigning and enforcing security policies for all computers
and installing or updating software.

“affiliate” means an entity that directly, or indirectly
through one or more entities, controls, is controlled by, or
is under common centro! with, the specified entity.

"Confidential Information” means all information or
material which (i) gives a party some competitive business
advantage, gives a party the opportunity of obtaining
some competitive business advantage, or the disclosure of
which could be detrimental to the interests of a party; and
(ii) which is either (a) marked “Confidential,” “Restricted,”
or “Proprietary information” or other similar marking, (b}
known by the parties to be considered confidential and
proprietary or (c} from all the relevant circumstances
should reasonably be assumed to be confidential and
proprietary. The Documentation and Products are deemed
the Confidential Information of KnowBed4.

“Documentation” means KnowBe4’s then current
generally available documentation, specifications, user
manuals, etc. for the Products and Services, located at
https://knowbed.zendesk.com/he/en-us or such other
URL as KnowBe4 may provide from time to tire.

“lightweight Directory Access Protocol” or “LDAP”. in the
instance that the Custorner uses its own software to
communicate with Active Directory, Customer will need to
use LDAP, KnowBed communicates with the Custorner’s
AD using LDAP to synchronize changes in new users with
the database of users. The Customer will need to install
and configure the AD Sync component.

“UMS” means a Learning Management Systern. LMS is
software for the administration, documentation, tracking,
reporting and delivery of e-learning education courses or
training programs. Organizations can have their own LMS
in-house or use a cloud-based LMS that Knowbe4
provides.

“Bhish Alert Button” or “PAB.” The PAB is an add-in button
which the Customer’s Users can add/download to thelr
email toolbar. This element of the software is included as
a part of the Products. The button is intended to provide a
safe way to forward email threats to a security team for
analysis and deletes the emails from a user's inbox to
prevent exposure. The Customer can choose to have the
ernails directed to their own security team, or to both their
security team and KnowBed for analysis.

“Product Support” means any maintenance and support
of any Products provided by KnowBed4.

“Products” means any Software, Services, and/or Web
Services that KnowBed offers to Customer, including any
Documentation.

“Quote” means a purchasing document or other similar
document, such as a statement of work, from KnowBed to
Customer delivered in connection with a purchase under
this Agreement. The Quote is attached in Exhibit A of this
Agreement.

“Seats” refers to the amount of Users granted access to
the Products at any given time. Seats in the context of this
Agreement will only apply to “Active Users”. Ifa User de-
actives their account, it opens a Seat up for another User.
KnowBe4 retains information within the Cloud-based
Software for de-activated User accounts so to preserve the
account if re-activated by the User.

“Services” means any professional services, including
implementation and installation services agreed upon by
the parties and set forth in a Quote or any Product Support
purchased pursuant to an Order.

“Software” reans the object code version of any software
that may be Hcensed by KnewBe4 to Customer under a
Quote for installation on Customer's systems. To the
extent KnowBe4 delivers any updates or enhancements to
Custorner ag part of Product Support, such updates and
anhancements will be deemed included in the definition
of “Software.”

“Users” means any of Customer’s employees, customers
or other third Parties the Customer gives access to the
Products.

bok

“Web Service” means an application and/or database
product hosted by KnowBe4 or its agents and made
available for remote access and use by Customer under a
Quote.

"“Brivacy Policy’. KnowBed’s Privacy Policy can be found at
https://www.knowbed.com/privacy-policy/ or such other
URL locations which can be found on KnowB4’s website as
KnowBe4 may provide from time to time.

2. Trial Period.

2.1 Trial Period. if Customer acquires any Products
ona trial period, then Customer will have a period of thirty
(30) days from the Effective Date to evaluate the Product
ithe “Thal Period”). During the Trial Period, all terms and
conditions of this Agreement will apply, except that fi) no
fees will be due from Customer; (1) the Services will be
provided without warranties or indemnities of any kind,
entirely on an “as-is” basis (e.g., the provisions of Sections
7 (Product Support), 10.1 (Product Warranties), 10.2
(Service Warranties}, and 11.1 (KnowBe4 Indemnity
Obligations} will not apply}, and (ill) additional trial terms
and conditions may appear on the trial registration web
page or on the applicable Quote. Any such additional
terms and conditions are incorporated into this
Agreement by reference and are legally binding. At any
time prior to the end of the Trial Period, Custorner may
terminate this Agreement on written notice to KnowBed.

2.2 Trial Disclaimer. CUSTOMER DATA ON
KNOWBE4 SYSTEMS OR IN KNOWBE4’S POSSESSION OR
CONTROL, REPORTS, AND ANY CUSTOMIZATIONS MADE
TG THE PRODUCTS BY OR FOR CUSTOMER’S BENEFIT,
DURING THE TRIAL PERIOD MAY BE PERMANENTLY LOST
OR DELETED AT THE END OF THE FREE TRIAL PERIOD IF
CUSTOMER CANCELS THE PRODUCTS DURING THE TRIAL
PERIOD.

3. Products.

3.1 Software License. This Section applies only in the
avent Customer licenses Software from KnowBed
pursuant to a Quote. Subject to Customer’s payment of all
relevant fees, KnowBe4 hereby grants to Customer
(including Its Affillates) and Customer's authorized Users,
solely for internal purposes, and not for resale or
publication, a limited, non-exclusive, non-sublicensable,
non-transferable {except pursuant to Section 14.6
{Assignment)}, fully-paid, royalty-free license to install,
use, execute, display, and access the Software. The initial
term 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 Products. All such rights are
expressly reserved by KnowBed.

3.2 Web Services Access, This Section applies only in
the event. Customer orders Web Services from KnowBe4
pursuant to a Quote. Subject to Customer's payment of all
relevant fees, Knowbed hereby grants ta Custorner a non-
exclusive, non-transferable (except pursuant to Section
14.6 {Assignment)}, right to access and use for its internal
business purposes the Web Services. The initial term of the
foregoing access right will be as set forth in the applicable
Quote. Customer shall 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
Services. KnowBe4 will use commercially reasonable
efforts to make the Web Services available in accordance
with the terms set forth in Exhibit B.

3.3 Beta Product. KnowBe4 may offer Beta Services
at no charge. Use of the Beta Services are at the election
of Custorner and are for evaluation purposes only. Beta
Services are not considered “Services” and do not come
with Product Support, Beta Services may be subject to
additional terms. KnowBe4 reserves the right to
discontinue the Beta Services at any time. Beta Services
will automatically terminate at such time as KnowBed
rnakes such Beta Services generally available. Beta Services
may be unpredictable and lead to erroneous results.
Customer acknowledges and agrees that: {i} Beta Services
are experimental and have not been fully tested; (I!) Beta
Services may not meet Customer's requirements; (ill) the
use of operation of any Beta Service may not be
uninterrupted. or error free; (iv) Customer’s use of any
Beta Service is for purposes of evaluating and testing the
Beta Service and providing feedback to KnowBed: {vy}
Customer shall inforrn its employees, staff members, and
other users regarding the nature of Beta Service; and (vi)
Custorner will hold all information relating to Beta Services
and Customer’s use of Beta Services, including any
performance measurernents and other data relating to
Beta Services, in strict confidence and shall not disclose
such information to any unauthorized third parties.
Customer shall promptly report any errors, defects, or
other deficiencies in any Beta Service to KnowBed4.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, ALL BETA SERVICES 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 its suppliers and licensors arising out
of Customer's use of the Beta Services.

3.4. EZXploit Scans. This Section applies only in the event
Customer orders EZXploit pursuant to a Purchase Order.
Customer authorizes and grants access to KnowBed to
perform the EZXploit scans on Customer's cornputer
systems. Customer is solely responsible for ensuring
compliance with any applicable laws and regulations
relating to the EZXploit functionality. Scans may be
performed by KnowBed4 to gather data from any
workstation in Customer's organization where a User
clicks through a social engineering test. Scans may cause
malfunctions or crashes of that computer system. As a
result, Customer acknowledges that these scans pose
certain risks to Customer's computer system. Customer
HEREBY WAIVES ANY COSTS, DAMAGES, OR EXPENSES
ASSOCIATED WITH THESE RISKS AND HOLD KNOWBE4
HARMLESS WITH RESPECT TO SUCH COSTS, DAMAGES,
OR EXPENSES.

4, Product Usage & Rights.

4.1 Acceptance. All sales are final, non-refundable,
and non-returnable except with respect to Products that
do not meet applicable specifications in the relevant
Documentation or that are not identified in the Quote.
inspection and acceptance of the Products shall be
Customer's responsibility. Custorner is deemed to have
accepted the Products once a Quote is signed and sent
over to KnowBe4 for processing. Other than for non-
delivery of the Products, Customer irrevocably waives any
right to revoke acceptance.

4.2 Customer Users. The Products are provided on a
per-seat basis. The concurrent amount of Users cannot
exceed the purchased nurnber of Seats by more than 10%.
if Customer's Users exceed the purchased number of Seats
by more than 10%, the Custorner is obligated to pay for
any Seats that surpass the purchased amount. If a User's
account Is terminated or removed, that User's Seat license
ig no longer considered in use and may be allocated to
another User upon approval by KnowBed. in the event that
the Customer adds on more Seats during a term, the new
Seats will be priced at the same volume level/discount that
the initial Seats purchased during the that term were
purchased for and will be valid only until the end of the
specified term for the apolicable Quote. Upon renewal of
the applicable Quote term, new rates may apply.

4.3 Web Services Term. Unless otherwise provided
in the applicable Quote, (i) Web Services are acquired ona
subscription basis, Gi) additional subscriptions may be
added at any time during a co-pending subscription term,
with the term for such additional subscriptions to be
prorated for the portion of then-current subscription term

remaining at the time the mid-terrn subscriptions are
added, and {Hi} any such additional subscriptions will be
co-pending and each shall terminate on the same date as
the original subscription term.

4.4 Product Term. The applicable term for each
Product is set forth in the applicable Quote.

4.5 intellectual Property. This is not a work made-
for-hire agreement (as that term is defined in Section 101
of Title 17 of the United States Code}. Knowfie4 and its
licensors own 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,
KnowBed Is not granting or assigning to Customer any
right, title, or interest, express or implied, in or to
KnowBed’s intellectual property. KnowBed reserves all
rights in such property.

4.6 Feedback. Customer may provide KnowBe4 with
suggestions, comments or other feedback {collectively,
“Seedback”) with respect to the Products. Feedback is
voluntary. KnowBe4 is not obligated to hold it in
confidence. KnowBe4 may use Feedback for any purpose
without obligation of any kind. To the extent a license is
required under any Customer intellectual property rights
to make use of the Feedback, Customer grants KnowBe4
an irrevocable, non-exclusive, perpetual, royalty-free
license to use the Feedback in connection with KnowBed’s
business, including the enhancerment of the Products.

5. Data.

5.1 Customer Data. Custorner grants KnowSe4 and
its Affiliates a non-exclusive, world-wide, royalty-free
license to use the data and other information input by
Customer into the Products (“Custerner Data”): (i) to
perfarm KnowBed’s obligations under this Agreement; (71)
in compliance with the Privacy Policy and (1) as may be
required by law. Customer will be responsible for
obtaining all rights, permissions, and authorizations to
provide the Customer Data to KnowBed 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 Custorner Data. Customer
Data shall be deemed Customer Confidential information.

§.2 Aggregated Dotu. KnowBed may also use
Customer Data in an aggregate, de-identified and generic
manner for marketing, survey and benchmarking
purposes, in the review and development of current and
future Products, Product usage and other similar purposes
("Agpregated Data”). Aggregated Data: {i} is used only for

internal administrative purposes and general usage
statistics: (1) does not identify Customer or any individual;
and (fi) to the extent such Aggregated Data is disclosed, it
is only disclosed in a generic or aggregated manner for the
purposes of sharing Product usage, statistical or
benchmarking purposes. Aggregated Data will not be
considered Customer Confidential Information.

§.3 Deta Security.Customer Data is maintained
using industry standard administrative, physical, and
technical safeguards that are designed to provide for the
protection of the security, confidentiality and integrity of
Customer Data. KnowBed4’s security safeguards include,
means for preventing access, use, modification or
disclosure of Customer Data by unauthorized individuais.
Notwithstanding, Customer Data access may be provided
{i} to KnowBe4 and other personnel to the extent
necessary provide Product and Product Support; (i) as
compelled by law in accordance with Section 9.1{v); (if) as
set forth in the Privacy Policy: or liv} as expressly permitted
by Customer,

5.4 Privacy. The collection, use, and disclosure of
Customer Data In connection with Custorer’s use of the
Products is subject to the Privacy Policy. Customer hereby
acknowledges and agrees that all Users will review and
consent to the Privacy Policy before accessing or using the
Products. By using the Products, Customer, and each User
acknowledges that the Customer Data will be processed In
accordance with the Privacy Policy and this Agreement and
rnay be processed in a country where it was collected, as
well as In countries where privacy laws may be different or
less stringent. By using the Products or submitting
Customer Data via the Products, Customer and each User
expressly consents to such processes. To the extent
Customer or a User provides personal information about a
named person or entity that is not a User, Customer orthe
applicable User represents that it has that person's or
antity’s consent to do so.

& Customer Obligations.

6.1 Connectivity. Customer is solely responsible for
all telecommunication or internet connections and
associated fees required to access and use the Products,
as weil as all hardware and software on the Customer site.
KnowBed is not responsible for (i) Customer's access to the
internet, G8 interception or interruptions — of
communications through the Internet, or (ii) changes or
losses of data through the Internet.

6.2 User Credentials. Customer shall keep the User
credentials (e.g. usernames and passwords) confidential
and not disclose any such credentials to any third party. In
addition, Customer shall notify KnowBe4 immediately

upon discovery of the disclosure of any such credentials so
that such credentials can be changed.

6.3 Restrictions. Custormer may not: () reverse
engineer, disassernble, decompile or otherwise attempt to
reveal the trade secrets or know how underlying the
Products, except to the extent expressly permitted under
applicable law: (i) use KnowBed’s intellectual property
and Confidential Information to develop a product that Is
similar to the Products; (11) use any KnowBed Confidential
information to contest the validity of any KnowBed4
intellectual property; {iv} remove or destroy any copyright
notices, other proprietary markings or confidentiality
legends placed on or made available through the Products;
or (v) use the Products in any manner or for any purpose
inconsistent with the terms of this Agreement or the
Documentation. Software shall only be used for the
licensed number of nodes, networks, or hosts for which
Customer has paid the applicable fees.

6.4 Customer Content. When accessing and using
the Products, Customer and its employees and agents shall
not include content, including, but not limited to text,
audio, images, animations, or video, that is obscene,
offensive, inappropriate or that violates any applicable law
or regulation, contract, or privacy or other third party
right, or that otherwise exposes KnowBe4 or its resellers
to civil or criminal lability. Customer acknowledges that
the Products are designed to assist Customer in training
Users and can include developing customized fake cyber
security attack campaigns for purposes of employee
training, but that Customer, and not KnowBe4 or any
KnowBeé resellers, shall be responsible for Customers
compliance with all laws and governmental regulations,
and any results in connection with the Customer's use of
the Products fincluding any reports or information
produced in connection therewith).

6.5 Export/impert Contral Compliance. The sale,
resale or other disposition of Products and any related
technology or documentation may be subject to the
export control laws, regulations and orders of the United
States and may be subject to the export and/or import
control laws and regulations of other countries. Customer
is solely responsible for complying with all such laws,
regulations and orders and acknowledges that it shall not
directly or indirectly export or import any Products to ary
country to which such export or transrnission Is restricted
or prohibited. Customer understands and acknowledges
its responsibility to obtain any license to export, re-export
or import as may be required.

7. Product Support.

7.4 in General. Products are mace available with
standard Product Support for no additional charge.
Customer may purchase Priority Support for an additional
fee as forth in the applicable Quote. Product Support is
made available in accordance with the terms and
conditions set forth in Exhibit B.

7.2 Exclusions. Notwithstanding the foregoing,
KnowBe4 will have no obligation to support: (I) services,
hardware, or software provided by anyone other than
KnowBed, or {ii} Product issues caused by Customer’s
negligence, abuse or misapplication, or (11) Customer’s use
of Products other than as specified in the Documentation.

§. Payment Terms.

8.1 Prices. Prices will be specified by KnowBed4 and
will be applicable for the period specified in the KnowBed
Quote (as applicable). if no period is specified, prices will
be applicable for thirty (80) days. Prices are exclusive of
taxes, including sales, use, excise, value added and similar
taxes or charges imposed by any government authority:
domestic and international shipping charges. Customer is
responsible for payment of the foregoing (with the
exception of any KnowBed income or employee taxes) and
such charges will be paid by Customer to KnowBed in
addition to the price of the Products. Except as otherwise
specified herein oy in a Quote, (i) fees are based on the
Product acquired and not actual usage, (7) payment
obligations are non-cancelable and fees paid are non-
refundable, and (i) Term and quantities purchased cannot
be decreased during the applicable Product term,
Customer will be responsible for any payments owed but
not paid by any of Customer's Affiliates ordering Services
hereunder.

8.2 Due Date; Late Payments. Amounts due for
Products may be invoiced by KnowBed 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 KnowBed’s invoice (unless
otherwise noted on the invoice}. ff any amount is not paid
upon the due date, KnowBe4 shail be entitled to receive
the amount due plus interest thereon at the rate of 1.0%
per month for such lower rate as shall be the highest
permissible contract rate under applicable law) on ail
arnounts that are not paid on or before the date due.

8.3 Disputed Payments. KnowBeé4 will not exercise
its right of suspension in the event Customer provides
KnowBe4 notice that Customer disputes such charges, in
good faith, and provides KnowBe4 with written natice of
such dispute prior to the due date, pays all undisputed

charges on time, and cooperates diligently to resolve the
dispute.

$4 Credit Approval: Application of Payment. All
Quotes are subject to credit approval by KnowBed,
Customer agrees to submit such financial information
from time to time as may be reasonabiy requested by
KnowBe4 for the establishment and/or continuation of
credit terms. Any payment received from Custorner may
be applied by KnowBed against any obligation owing from
Customer to KnowBed.,

8.5 Reseller Purchases.in the event Customer
acquires Products via a reseller, then all payment-related
terms will be set forth in the applicable reseller agreement
between such reseller and Customer.

%. Confidentiality.

§.1 Confidential information. During the course of
this Agreement, each party may disclose to the other
certain Confidential Information to the other party.
Notwithstanding the foregoing, Confidential information
does act include information that: @) is or becomes
publicly available through no breach by the Receiving Party
of this Agreement: (1) was previously known to the
Receiving Party prior to the date of disclosure, as
avidenced by contemporaneous written records; GH) was
acquired from a third party without any breach of any
obligation of confidentiality; (v} was independently
developed by @ party hereto without reference to
Confidential information of the other party; or (v) is
required to be disclosed pursuant ta a subpoena or other
similar order of any court or government agency, or a
public disclosure request (including New Harnpshire Right-
to-Know Law (RSA Chapter 91-A), , provided, however,
that the party receiving such subpoena, order, or public
disclosure request shall promptly inform the other party in
writing and provide a copy thereof (unless notice is
precluded by the applicable process), and shall only
disclose that Confidential information necessary to comply
with such subpoena or order.

9.2 Protection of Confidential Infermation. 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 are bound by confidentiality obligations.
Subject to the foregoing nondisclosure and non-use
obligations, the Receiving Party agrees to use at least the
same care and precaution in protecting such Confidential
information as the Receiving Party uses to protect the

Receiving Party’s own Confidential information and trade
secrets, and in noe 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 avaliable in law, in equity
or otherwise, the Disclosing Party shall be entitled to seek
injunctive relief to prevent such unauthorized use or
disclosure.

$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, shail
be and remain the property of the Disclosing Party and the
Receiving Party shail 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
shail have no obligation to delete or destroy copies that:
(a) are contained in an archived computer system backup
that was made in accordance with such Party's security, e-
mail retention, and/or disaster recovery procedures; or (b)
are kept for record-keeping, archival, or governance
purposes in compliance with such party’s document
retention policies. Any such retained Confidential
information shall rernain subject to the terms and
conditions of this Agreement for so long as ft 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.

16. Warranties and Disclaimers.

40,1 Product Warranties. Unless expressly provided
otherwise in a Product warranty in terms and conditions
accornpanying a Product, all Products shall materiaily
conform to their then current Documentation. Custorner
must notify KnowBed of any breach of this warranty within
the foregoing thirty (30) day period. Customer’s sole and
exclusive remedy, and KnowBed’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 or terminate the relevant Quote and
issue a refund for any pre-paid, unearned fees for the
affected portion of the Product. KnowBed shall not be

responsible for any breach of the foregoing warranty
resulting from Custorner’s abuse or misuse of the Product
or failure to use the Product as described in this
Agreement, including failure to use the Product in
accordance with jts operational requirements.

40.2 Service Warranties. KnowBed warrants that
KnowBe4 shall provide the Services in a professional,
workmanlike manner consistent with this Agreement.
Customer must notify KnowBed of any breach of this
warranty within thirty (0) days of delivery. Customer's
sole and exclusive remedy, and KnowBed’s sole and
exclusive liability, for a breach of the foregoing warranty
wil 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
price paid for the non-conforming Services.

16.3 Compliance Warranties.Each party warrants
that it will comply with all laws and regulations applicable
to its provision or use of the Products, as applicable
including applicable security breach notification law).

10.4 Disclaimers. EXCEPT FOR THE LIMITED
WARRANTIES IN SECTION 10 OR ANY EXPRESS
WARRANTIES PROVIDED IN TERMS AND CONDITIONS
ACCOMPANYING A PRODUCT: () THE PRODUCTS ARE
PROVIDED “AS 1S,” WITH ALL FAULTS, AND WITHOUT
WARRANTIES OF ANY KIND; AND (1) KNOWBE4 EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, QUIET ENJOYIVIENT,
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
KNOW BE4 OR KNOWBEA’S AUTHORIZED
REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY
WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES
PROVIDED HEREIN.

40.5 THE PRODUCTS MAY BE USED TO ACCESS AND
TRANSFER INFORMATION OVER THE INTERNET.
CUSTOMER ACKNOWLEDGES AND AGREES THAT
KNOWSBE4 AND ITS VENDORS AND LICENSORS DO NOT
OPERATE OR CONTROL THE INTERNET AND THAT: (}
VIRUSES, WORMS, TROJAN HORSES, OR OTHER
UNDESIRABLE DATA OR SOFTWARE; OR {i}
UNAUTHORIZED USERS (6.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
INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR
DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING
PROVIDERS.

41. indernnification.

11.1 Know@e4 indemnity Obligations. KnowBe4 will
defend and indemnify Customer frorn any and all claims,
losses, deficiencies, damages, abilities, costs, and
expenses (including but not limited to reasonable
attorneys’ fees) finally awarded against Customer, as
approved via a court-epproved settlement, or via binding
mediation or arbitration arising fram 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 indernnification
obligation of KnowBed is contingent upon Customer
promptly notifying KnowBe4 in writing of such claim
(provided the failure or delay in doing so shall not relleve
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 te control the defense or settlement of such
claim and providing KnowBed reasonable assistance (at
KnowBe4’s sole expense) in connection therewith. If a
claim of infringement under this Section occurs, or if
KnowBed determines a claim is likely to occur, KnowBe4
will have the right, in fits sole discretion, to either {)
procure for Customer the right or license to continue to
use the Products free of the infringement claim, or (i)
modify the Products te 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, refund the fees paid for such
Products, prorated over twenty-four (24) months from
intial delivery of the Products to Customer.
Notwithstanding the foregoing, KnowBed will have no
obligatian with respect to any claim of infringement that is
based upon or arises out of (i) the use or combination of
the Products with any hardware, software, products, data,
or other materials not provided by KnowBe4, G0
modification or alteration of the Products by anyone other
than KnowBed4, UN} use of the Products in excess of the
rights granted in this Agreement, or (iv) 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 KnowBed and its licensors and suppliers for any claim of
intellectual praperty 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.

11.2 Customer indemnity Obligations. Customer will
defend and indemnify KnowBed and hold it harmiess from
any and all claims, losses, deficiencies, darnages, liabilities,
costs, and expenses (including but not limited to
reasonable attorneys’ fees) incurred by KnowBed as a
result of any claim by a third party arising from {))
Customer's use of the Products in breach of this
Agreement, (i) KnowBed’s authorized use of the Customer
Data, or GH) 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 shall 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 te control the defense
or settlement of such claim, provided that Customer may
not settle any such claim unless it unconditionally releases
KnowBeé. of all liability, and providing Customer
reasonable assistance (et Customer’s sole expense) in
connection therewith.

12, Limitations of Liability.

12.1 NEITHER KNOWBE4 NOR ITS VENDORS AND
LICENSORS SHALL 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 EACH
PARTY TO THE OTHER PARTY ARISING CUT OF THIS
AGREEMENT, THE PRODUCTS, AND ANY SERVICES
RENDERED HEREUNDER FOR ANY AND ALL CLAIMS OR
TYPES OF DAMAGES SHALL 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 KnowBed’s
compensation hereunder reflects such allocations. The
liraitation of Hability 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 liraited rernedy provided for in this Agreemertt fails of
its essential purpose.

13. Term and Termination.

43.1 Term. This Agreement shail be effective as of the
Effective Date, and shall rernainin full force and effect until
all Quote terms have expired or otherwise have been
terrninated (“Term”).

13.2 Suspension. In the event KnowBed, in good faith
helleves 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
shall continue until such time as KnowBe4 determines that
the applicable User has cured the breach resulting in such
suspension. KnowBe4 may also suspend access and use of
the Products with respect to any individual User or the
Customer account to: {]) to prevent damages to, or
degradation of, the Products or KnowBed’s systems; (1) to
comply with any law, regulation, court order, or other
governmental request; (11) to otherwise protect KnowBe4
from potential legal lability. Any such suspension will be
to the minimum extent and of the minimum duration
required to prevent or terminate the cause of the
suspension.

13.3 Termination.

43.3.1 if KnowBe4 believes in good faith that
Customer’s ability to make payrnents may be impaired, or
if Custorner fails to pay any invoice when due and does not
make such payment within ten (10) days after receipt of
notice from KnowBed of such failure, KnowBed may, in its
sole discretion, either: (]} suspend delivery or performance
of any Quote, or any rernaining balance thereof, until such
payment is made; or (ii) terminate any Quote, or any
remaining balance thereof. In either event, Customer shall
remain liable to pay for any Products already received, and
any Services already performed.

43.3.2 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.

13.4 Effects of Termination.

43.4.1 All Quotes existing at the time of
termination of this Agreement shall remain in effect and
shall be performed in accordance with and subject to the
terms and conditions of this Agreernent (all of which shall

survive with respect to such Quotes), except for any
Quotes terminated under Section 13.3.2 above.

13.4.2 in the event of any termination of the
Agreement or Quote, Customer shall pay for all work in
process and all Products ordered as of the effective date
of termination of the particular Quote, as applicable. In
addition, if a Quote specifies a term for which KnowBe4
shall provide Services to Customer (¢.2., 36 months}, and
that Quote is terminated by KnowBed for cause (Including
nonpayment) or by Customer without cause, then ail
future, recurring Service fees associated with the
remaining Term of such Quote shall become immediately
due and payabie, and shall be paid by Customer to
KnowBe4 upon the effective date of such termination.

43.4.3 Upon any termination, Customer's right to
use and access the Products shall immediately cease.

13.4.4 After the effective date of termination of
this Agreement, KnowBe4 shall have no obligation to
maintain or provide Customer Data to Customer. KnowBe4
ray, In its sole discretion, delete or destroy any Customer
Data in its possession, unless KnowSed has a4 legal
retention obligation. Prior to the expiration or
termination, Customer may request, in writing, that
RnowBed provide Customer with a copy of the Customer
Data in its possession and in the form and format as such
Customer Data exists of the effective date of such
termination.

13.4.5 The exercise of the right to terminate this
Agreement and any Quote shail be in addition to any other
right and remedy provided in this Agreement or existing at
law or equity that is not otherwise excluded or limited
under this Agreement.

14. Miscellaneous Provisions.

14.4 US. Governmental Rights. The software
Products are commercial computer software as described
in DEARS 252.227-7014{a}l(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 te the terms of
this Agreement as specified in DFARS 227.7202-3, Rights in
Cormmercdal Computer Software or Cormmercial Computer
Software Documentation. If acquired by or on behalf of
any civillan 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.