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.
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