Terms and Conditions for KnowBe4 Kevin Mitnick Security Awareness Training

For further details see the KnowBe4BuyersGuide (https://www.knowbe4.com/hubfs/collateral/KnowBe4BuyersGuide.pdf)

End-User License Agreement (EULA)

The Kevin Mitnick Security Awareness Training (the “Software”) contains computer programs and other proprietary material and information, the use of which is subject to and expressly conditioned upon acceptance of the terms and conditions set forth in this License Agreement.

1. License.

1.1        KnowBe4 grants to the Company, for internal business purposes, and not for resale, a limited, non-exclusive, non-transferable license (“License”) to access and use the Software specified in this agreement, provided that the concurrent amount of users does not exceed the purchased number of seats by 10%. If the Company users exceed the purchased number of seats by more than 10%, the Company is obligated to pay for any seats that surpass the purchased amount. If a user’s account is terminated or removed, that user’s license is no longer considered in-use and may be allocated to another user.

1.2        In the event that the Company purchases more seats, the new seats will be priced at the same volume level/discount that the original seats were purchased and only valid until the end of the specified term for the original purchased number. Upon renewal of the subscription, new rates may apply.

1.3        Access will be provided only to employees of the Company and independent contractors acting as authorized agents of the Company accessing the Software from the domain listed above.

1.4         KnowBe4 and its licensors and/or suppliers, as applicable, shall retain all right, title and interest to the Software including all patents, copyrights, trademarks, trade secrets, and other proprietary rights thereto.

1.5        Unless the Consultant agrees otherwise in writing, these license terms and the additional restrictions in this agreement are the sole and exclusive terms governing the Company’s use of the Software.

1.6        The Company agrees to these license terms and the additional restrictions in the Agreement by accessing the Software.

1.7        Omitted

1.8        As a condition of the granted access, the Company will not (a) use the System for service bureau or time-sharing purposes or in any other way allow third parties to exploit the System, except the Company’s Clients as specifically authorized by this Agreement; (b) provide System passwords or other log-in information to any third party, except the Company’s Clients as specifically authorized by this Agreement; (c) share non-public System features or content with any third party; or (d) access the System in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System. In the event that it suspects any breach of the requirements of this Section, including without limitation by Users, the Consultant or KnowBe4 may suspend the Company’s access to the System without advanced notice, in addition to such other remedies as the Consultant or KnowBe4 may have. This Agreement does not require that the Consultant or KnowBe4 take any action against the Company or any user or other third party for violating this Section, or this Agreement, but the Consultant or KnowBe4 is free to take any such action it sees fit.

2. The Company Obligations.

2.1 The Company covenants that it will comply with all applicable laws in connection with its use of the Software, including but not limited to all applicable laws pertaining to mail fraud, access device fraud, identity theft, bank fraud, wire fraud, computer fraud and abuse, privacy protection, email fraud, spam, and the protection of trademarks and copyrights.

2.2 “the Company Content” shall mean information and materials provided by the Company or its employees or agents, regardless of form, including (without limitation) the Company trademarks, trade names, service marks, logos and designs, e-mail addresses of the Company personnel, and images, graphics, and text, in connection with the use of the Software. The Company shall be solely responsible for the accuracy of all the Company Content and for obtaining all required rights and licenses to use and display all the Company Content in connection with the Company’s use of the Software. When accessing and using the Software, the Company and its employees and agents shall not include the Company Content 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 the Consultant or its resellers to civil or criminal liability. The Company acknowledges that the Software is designed to assist the Company in training end users and can include developing customized fake cyber security attack campaigns for purposes of employee training, but that the Company, and not the Consultant, KnowBe4 or any resellers, shall be solely responsible for compliance with all laws and governmental regulations, and any results in connection with its use of the Software (including any reports or information produced in connection therewith).

2.3 The Company shall keep the credentials (e.g. usernames and passwords) provided by KnowBe4 and/or chosen by the Company in connection with the use of the Software confidential and not disclose any such credentials to any third party. In addition, the Company shall notify the Consultant immediately upon the disclosure of any such credentials, and upon any termination of the engagement of any employees or agents of the Company with knowledge of any such credentials, so that such credentials can be changed. The Consultant is not responsible for (i) Customer’s access to the Internet, (ii) interception or interruptions of communications through the Internet, or (iii) changes or losses of data through the Internet.

3. Term and Termination. This License Agreement shall remain in effect during the initial term specified in the Agreement and for any renewal term as to which the Company pays the then current renewal subscription fee. In the event of a material breach of this License Agreement by the Company, the Consultant or KnowBe4 may immediately terminate this License Agreement and the License to use all Software by written notice to the Company. For any other breach of this License Agreement, the Consultant or KnowBe4 will provide the Company with thirty (30) days written notice of such breach and if the Company does not cure the breach within the thirty (30) day notice period, the Consultant or KnowBe4 may immediately terminate this License Agreement and the rights and licenses set forth herein. In the event of a material breach of this License Agreement by the Consultant or KnowBe4, the Company may immediately terminate this License Agreement and receive a prorated refund of any unused portion of the subscription fees paid by the Company. For any other breach of this License Agreement, the Company will provide the Consultant with thirty (30) days written notice of such breach and if the Consultant or KnowBe4 does not cure the breach within the thirty (30) day notice period, the Company may immediately terminate this License Agreement and receive a prorated refund of any unused portion of the subscription fees paid by the Company. Upon any termination, the Company’s right to use and access the Software shall be terminated.

4. Confidentiality.

4.1 The Company acknowledges that the Software, related documentation, and other confidential information that may be provided by KnowBe4 or its authorized representative or reseller is confidential information of KnowBe4 and KnowBe4 acknowledges that the Company Content and other confidential information that may be provided by the Company is confidential information of the Company (collectively “Confidential Information”). The parties agree not to disclose the Confidential Information of the other party to third parties or use the Confidential Information other than in connection with its obligations under this Agreement. Each party will use at least the same security measures as it uses to protect its own confidential and trade secret information but no less than reasonable measures to protect the Confidential Information. Confidential Information shall not include information: (i) already in receiving party’s possession at the time of disclosure, (ii) that is or later becomes part of the public domain through no fault of the receiving party, or (iii) is required to be disclosed pursuant to law or court order provided that the receiving party shall notify the disclosing party prior to such required disclosure and assist the disclosing party in preventing or limiting such required disclosure.

4.2 Receiving party agrees and acknowledges that any breach of the provisions regarding ownership or confidentiality contained in this Agreement shall cause the disclosing party irreparable harm and the disclosing party may obtain injunctive relief as well as seek all other remedies available to the disclosing party in law and in equity in the event of breach or threatened breach of such provisions.

4.3 The Company acknowledges that KnowBe4 may aggregate data from the Company for analysis and reporting, provided that none of the individual data is able to be identified as received from the Company or any of its employees or independent contractors or subsidiaries/affiliates.

5. Warranty.

5.1 KnowBe4 warrants that the Software will substantially conform to the current documentation starting from the date the Company is granted initial access to the Software. The Company’s sole remedy and the Consultant’s sole obligation in the event of breach of this warranty is, at the Consultant’s option, correction of the substantial nonconformity or a refund of the license fee received by the Consultant for the Software. The above warranty does not apply in the event that (i) claims result from acts or omissions caused by persons other than the Consultant or from products, material, or software not provided by KnowBe4, or (ii) claims are not reported to the Consultant within the warranty period or are not documented by the Company.

5.2 The Company agrees to hold harmless and indemnify the Consultant or KnowBe4, and its subsidiaries, affiliates, officers, agents, and employees from and against any third-party claim arising from or in any way related to the Company’s use of the Software, the services and any breach of this warranty or any other material term of this T&C, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, the Consultant or KnowBe4 will provide the Company with written notice of such claim, suit or action. KnowBe4 will indemnify, defend and hold harmless the Company from and against any third party claims where the Software infringes upon a third party’s intellectual property or other proprietary rights, provided that the foregoing shall not apply to any content created by the Company or to any modifications to the content by the Company.

5.3 The Consultant and KnowBe4 disclaims all other representations, warranties, and conditions related to the software and access to the software, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, noninfringement, accuracy with respect to the documentation, and warranties arising from course of dealing or usage of trade.

6. Limitation of liability. In no event shall the Consultant or KnowBe4 (or any of its licensors, if any) be liable to customer or any third party for any indirect, incidental, punitive, special, or consequential damages, including, but not limited to, loss of profits, loss of goodwill, business interruption, or data loss, even if the Consultant or KnowBe4 has been advised of the possibility of such damages. Except for the Consultant’s or KnowBe4’s indemnity obligations set forth in section 5.2, the Consultant’s or KnowBe4’s total liability related to this agreement, regardless of the claim, shall not exceed the amount of the initial license fee received by the Consultant for the license giving rise to such liability.

7. Export Control. The Company acknowledges that the Software is subject to the laws and export regulations of the United States, and The Company agrees to comply with all such laws and regulations.

8. Assignment. This Agreement may not be assigned or transferred by the Company without the written consent of the Consultant. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

9. Waiver. Any failure of either party to enforce any of the provisions of this Agreement will not be construed as a waiver of such provisions or the right of the party thereafter to enforce each and every such provision. In the event any provision of this Agreement is found to be invalid or unenforceable, the parties hereby agree that the court shall enforce such provision to the extent permitted by law and, to the extent such provision is not enforceable, shall enforce the remainder of this Agreement as if such provision were not included in this Agreement.

10. Force Majeure. Any delays in or failure of performance of either Party to this Agreement shall not constitute a default under this Agreement or give rise to any claim for damages to the extent such delays or failure of performance are caused by a force majeure event, including acts of god, fire, flood, explosion, war, terrorism, strikes, or other concerted work stoppages of labor, inability to obtain raw material, equipment or transportation, breakage or failure of equipment or apparatus, or loss of any necessary utility. The time for performance so delayed will be deemed extended for the period of such delay; provided that, in the event the delay extends beyond thirty (30) calendar days, the other Party shall be entitled to terminate this Agreement for cause.

11. Entire Agreement. This Agreement, and each schedule and exhibit hereto, together constitute the entire understanding of the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous written and oral agreements with respect to the subject matter. No modification of this Agreement shall be binding on either Party unless it is in writing and signed by both Parties. In the event of any conflict or inconsistency between this Agreement and any schedule or exhibit, the terms and conditions of this Agreement shall prevail.

Late payment

All payments are due within 14 calendar days of invoice date.
Any late payment will incur a late payment fee of £45 plus VAT.
Any late payment that remains outstanding after 7 calendar days will incur a 4% fee plus VAT of the total invoice amount per 7 calendar day period the payment is late.