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.
