20-212.00 KnowBe4: Cybersecurity Training I<nnwLe4
Human error.Conquered.
MASTER AGREEMENT
This MASTER AGREEMENT("Agreement)is effective as of the date of the last signature below("Effective Date")by and between KnowBe4,Inc,a Delaware
Corporation whose principal place of business is 33 N.Garden Ave.,Suite 1200,Clearwater,Florida 33755,USA and its Affiliates(collectively,"KnowBe4"),and City of
Spokane Valley("Customer"),with a principal place of business at 10210 E.Sprague,Spokane Valley,WA 99206,USA Customer and KnowBe4 maybe 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.
t Definitions.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.
"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 DMl atanytime.DMI is only applicable to Customers using Microsoft365 for email.
"Documentation"means KnowBe4's then-current generally available documentation,specifications,user manuals,etc.,for the Products and Services,
located at https://lanowbe42endeskcom/hc/en-us or such other URL locations on KnowBe4's website as KnowBe4 may provide from time to time.
"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,ora third party's,LMS in accordance with the terms of this Agreement
"PhishER'''means a KnowBe4 productthat enables Customer to identify and respond to any potential threats in its email system.PhishER includes features
such as PhishML and PhishRlP.
"PhishML'"'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""means a feature induded 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 PhishRlP by Customer is optional;in order to activate PhishRlP,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 PhishRlP 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.
"Pro duct 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 The parties may attach a copy of the initial Quote as an exhibit to this Agreement If such Quote is attached,the Quote will be deemed
accepted upon execution of this Agreement
"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. Products.
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 acrrss 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
KnowBe4 Proprietary and Confidential 1
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 httns//.FSlpportlmowbe4.comfhcien-us/articlesJ360000870387-Q trSounv-Licettising-Information or such
other URL locations on KnowBe4's website as KnowBe4 may provide from time to time.
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.
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 Exhibit A.
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 maybe unpredictable and lead to erroneous results.Customer acknowledges and agrees that
(a)Beta Products are experimental and have notbeen 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 feedbadc to KnowBe4;(e)Customer will inform its employees,staff members,and other Users regarding the nature of Beta Products;and
(I)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,AL I.
BETA PRODUCT'S ARE PROVIDED"AS-IS"AND"AS-AVAILABLE,"WITHOUT WARRANTIES OF ANY KIND.Customer hereby waives any and all daims,now
known or later discovered,that Customer may have against KnowBe4 and KnowBe4's suppliers and licensors arising outofCustomer's use of Beta Products.
2.5 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 PhishRlP),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 COS IS,DAMAGES,OR EXPENSES ASSOCIATED WITH THESE RISKS AND HOLDS KKNOWBE4 HARMLESS WITI-I RESPECT'TO SUCH COSTS,
DAMAGES,OR EXPENSES.
2.6 Direct Message Injection(DMi).This Section applies only in the event Customer.(a)utilizes Microsoft(formerly Office 365)365 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 DM1 and acknowledges KnowBe4 is not responsible forany actions o f the Customer's representatives nor is it responsible
for bac ups to the Customer's email system.CUSIUMER 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.
3.1 Acceptance Customer is deemed to have committed to a purchase in full for the Products and Services(regardless ofanysplitpaynientterms)oncea 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.
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,maybe subject to additional fees.
3.3 Customer Users The Products and Services are provided on a per-seat subscription basis.The concurrent number of Active Users r eceivingaccess may not
exceed the purchased number ofSeats.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 maybe 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-ens 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 maybe required to sign an SOW detailing the
project specifications for the Services.Services may include,butare notlimited to,the request for KnowBe4 to implement and operate the Products on behalf
Master Agreement KnowBe4 Proprietary and Confidential 2
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 project
in addition to KnowBe4 receiving 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 notcany over to any subsequent renewal term.
3.5 Intellectual Property.This is nota 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.
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
4.1 Customer Data,Customer grants KnowBe4 a non-exdusive,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;and(c)as
maybe required bylaw.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. j(
4.2 Aggregated Data.KnowBe4 may also use Customer Data in an aggregate,de-identified,and generic manner for marketing survey;and benchmaridng
purposes,in the review and development of current and future Products,Product usage,and other similar purposes("AggregatedData').Aggregated Data:
(a)is used only for internal administrative purposes and general usage statistics;(b)does not identify Customer or any individual;and(c)to the extent such
Aggregated Data is disclosed,is only disclosed in a generic or aggregated manner for the purposes of sharing Product usage and statistical or benchmarlang
purposes.Aggregated Data will notbe considered Customer Confidential Information.
4.3 Data Security.Customer Data is maintained in accordance with Exhibit B 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.KnowBe4's security safeguards indude means for
preventing access,use,modification,and disclosure of Customer Data by unauthorized individuals.Notwithstanding the foregoing Customer Data access
maybe provided:(a)to KnowBe4 and other personnel to the extent necessaryto provide the Products,Services,and support(b)as compelled bylaw;(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 doud architecture follows industry
standard security practices and is regularly assessed forvulnerabilities and risks. nformation about KnowBe4's information security practices may be found
at KnowBe4's Security Page.
4.4 Data Protection.The collection,use,and disdosure 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,orsubmittingCustomer 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 persons,organization's,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 disdose,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.
51 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) interception or interruptions of
communications through the Internet;or(c)changes or losses of data through the Internet
5.2 User Credentials Customer will ensure User credentials(e.g.,usernames and passwords)remain confidential,and Customer and Users will notdisdose any
such credentials to any third party.In addition,Customer will notify KnowBe4 immediately upon discovery of an unauthorized disdosure 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.
5.3 Use ofucstomer 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
Master Agreement Know0e4 Proprietary and Confidential 3
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.
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 Agreementby such Affiliate and its Users for which Customer will be jointly and severally
liable with its Affiliate for anybreach 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.
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 mannerorforanypurpose 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.
5.5.2 Access 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 copyi ng
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 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
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,
induding 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 Contentas
necessary to provide the Web Hosted Services and to make the Customer Content available to Customer and Users.
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 complywith 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;(iu)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 maybe 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 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.
6.3 In addition to Customer's indemnification obligations contained in this Agreement Customer will defend and indemnify KnowBe4and hold it harmless from
any and all claims,losses,deficiencies,damages,liabilities,costs,and expenses(includingbut notlimited to,reasonable attorneys fees)incurred by KnowBe4
as a result of any daim 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.
7.1 And-B►ibery&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.
7.2 International 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 CF.R§§730-774("EAR);(b)the Arms
Master Agreement KnowBe4 Proprietary and Confidential 4
Export Control Act 22 U.SC.§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 US.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 admowledges that it is solely responsible for complying with such laws whenever applicable.
Customer further understands and admowledges thatitwill 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.
73 Public Disclosure Requests.The purpose of the relationship between KnowBe4 and Customer is for Customer to purchase a subscription to KnowBe4's
Security Awareness Training which contains software,content,and information for internetsecurity awareness training IT risk management,regulatory
compliance,simulation of security attacks and vulnerability assessments.The software,web services,content and information disclosed is proprietary to
KnowBe4 and is an importantbusiness asset of KnowBe4(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.KnowBe4 acknowledges that
Customer may be subject to a Public Disclosure request under the Washington Public Records Act(RCW§42.56.010(1)).Under Washington's version of
the Uniform Trade Secrets Act(UTSA),a"trade secret"is information,including a formula,pattern,compilation,program,device,method,technique,or
process that(a)Derives independent economic value,actual or potential,from notbeinggenerally known to,and not being readily ascertainable by proper
means by,other persons who can obtain economic value from its disclosure or use;and (b)Is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy."(RCW§19.108.010(4)).As trade secrets are exempt from disdosure,in the event of a request for disclosure of
KnowBe4's information,including any training materials,Customer will affirmatively notify KnowBe4 within seven(7)working days of the request provide
a copy of such request to the extent permissible under applicable law,notify the requester that the requested documents are likely exempt from disclosure
pursuant to chapter 42.56 RCW and RCW 19.108.010(4),and that KnowBe4 may seek injunctive relief from disdosure.Anysuch disclosure shall be limited
to the minimum necessary to be in compliance with the request based upon the opinion of counsel and as directed by Courtorder.
•
7.4 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.
a Product Support
as 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 Exhibit A.
8.2 Erdusions.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.
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 maybe 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 suppliedby KnowBe4 where KnowBe4 has establishedtaxabie
nexus forall state and local transaction taxes(including sales,use,excise,withholding or similar functional transaction level taxes,collectively,"Tansaction
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.Exceptas otherwise specified herein or in a Quote:(a)fees are based on the Product
acquired and not 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 tern.For darity,Customer is responsible for any
payments owed but not paid by any Affiliates ordering Products or Services hereunder.
92 Due Date;Late Payments Amounts due for Products and Services maybe 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 notpaiclbyCustomerwithin fifteen(15)days'notice oflate payment
KnowBe4 wilt be entitled to receive the amount due plus interest thereon ata rate of LO%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 Inter est 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 CreditApproval;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 maybe applied by KnowBe4 againstany obligation owing from Customer to KnowBe4,
9.5 Channel Partner Purchases In 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.
io. Confidentiality.
i0.1 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
Master Agreement KnowBe4 Proprietary and Confidential 5
acquired from a third party without any breach of any obligation of confidentiality;(d)was independently developed bya party hereto without reference to
Confidential Information of the other patty;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 patty 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.
102 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 Patty's prior written consent,except disclosure to,and subsequent r res 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 testa ictive 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 preventsuch unauthorized use or disclosure.
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 Disdosing Party and will he promptly returned to the Disclosing Party.The Receiving Partywill use reasonable efforts
to promptly delete or destroy all summaries,copies,descriptions,excerpts,or extracts thereof in their possession upon the Disclosing Patty'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.
111 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 I abil ity,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 Agreement;induding 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
1L2 Service Warranties KnowBe4 warrants that KnowBe4 will provide the Services in a professional,workmanlike manner consistent with this Agreement
Customer must notify KnowBe4 ofanybreach of this warranty within thirty(30)days of discoveryof the breach.Customer's sole and exclusive remedy,and
KnowBe4'ssole and exdusiveliability,forabreach 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.
113 Compliance Warranties.Each party warrants thatitwill 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).
1L4 Disclaimers EXCEPT FORTHE LIMITED WARRANTIES IN THIS SECTION:(A)THEPRODUCIAND SERVICES ARE PROVIDED"AS IS,"WITH ALL FAULTS,
AND WITHOUTWARRANTIES OF ANY KIND;AND(B)KNOWBE4 EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,EXPRESS ORIMPLIED,INCLUDING,
BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, NON-
INFRINGEMENT,AND FITNESS FORA PARTICULAR PURPOSE.KNOWBE4 DOES NOT WARRANT THATTHE OPERATION OFT HE PRODUCTS WILL BE
UNINTERRUPTED OR ERROR-FREE ORTI-IAT DEFECT S IN THE PRODUCTS WILL BE CORRECTED.NO ORAL ORWRITTEN 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 IKNOWBE4 IS NOT A LAW FIRM,NOR DOES IT PROVIDE ANY PROFESSIONAL OR ADVISORY
SERVICES.THE INFORMATION PRESENTED IS NOT LEGALADVICEAND IS NOT TO BEAMED ON AS SUCH.THE PRODUCTS MAY CONTAIN TI IETRADE
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,ORASSOCIATION OFANY KIND BETWEEN SOO ITHIRD PARTIESANDKNOWBE4.
11.5 THE PRODUCTS AND SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET.CUSTOMER ACKNOWLEDGES ANt)
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 ORSOFTWARE;OR(B)UNAUTHORIZED USERS(E.G.,HACKERS)MAYA FIEMPTTO OBTAIN ACCESS
TO,AND DAMAGE,CUS IUMER 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.
12. Indemnification
•
12.1 KnowDe4 Indemnity KnowBe4 will defend and indemn ify Customer from any an d 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
Master Agreement Know6e4 Proprietary and Confidential 6
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 daim),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 forsuch 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 hardware,software,products,data,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 byCustomer(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.
122 Customer IndemniO/Obligations Customer will defend and indemnifyKnowBe4 and hold ithannless from any and all daims,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 doingso will not relieve Customer from any obligations to indemnify KnowBe4 except to the extent that sudi delay or failure materially prejudices
the defense of such claim),permitting Customer sole authority to control the defense orsettlement 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.
13. Limitations of Liability.
13.1 NEITHER KNOVVBE4 NOR ITS VENDORS OR LICENSORS WILL HAVE ANY LIABILITY TO CUSTOMER ORANY 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 CUS 1UMER ORANYTHIRD PARTY ARISING OUT OF THIS
AGREEMENT,THE PRODUCTS,AND ANY SERVICES RENDERED HEREUNDER FOR ANY AND ALL CLAIMS ORTYPES 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 anylimited remedy provided for in this Agreement fails of its essential purpose.
14. Term and Termination.
•
14.1 Term.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.
14.3 Termination.
14.3.1 if Customer fails to pay any invoice when due and does not make such payment within fift teen(15)daysafterreceiptofnoticefromKnowBe4ofsuch
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 Customer will notbe entitled to reimbursement or relief of its future payment obligations.
14.4 Effects of Termination.
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.
14.4.2 Upon any termination,Customer's right to use and access the Products and Services(induding 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 requestby KnowBe4,Customer must provide to KnowBe4 a certification of destruction.
14.43 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
Master Agreement Know8e4 Proprietary and Confidential 7
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.
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 exduded or limited underthisAgreement
15. Miscellaneous Provisions,
15.1 U.S Governmental Rights The software Products and Services consist of commercial items and are commercial computer software as described in DEARS
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 US.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 ofany 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.
15.2 Insurance Knowl3e4will maintain adequate insurance coverages as required bylaw or regulation,with an insurance carrier or carriers having an AM.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 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.
15.3 Independent Contractor.l{nowBe4,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 Form Majeure Neither party to th is Agreement will beliable fordelays or failures in performance under this Agreement(other than the paymentobligations
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.
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 dispu 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 Courts with
choice or conflict of law
If the Customer is domiciled in: exclusive Additional terns Included are:
provisions,rules,or principles, jurisdiction are: '.
the governing law Is the laws of:
Notwithstanding the foregoing,the parties will have the right to seek injunctive or pre-
A country in North America,Central judgment relief in any court of competent Jurisdiction to prevent or enjoin the
America,South America or misappropriation,misuse,Infringement or unauthorized disclosure of Its Confidential
Caribbean,other than Brazil.If Information or intellectual property rights.No Federal Acquisition Regulations will be
Customer is domiciled in Russia,or Florida and controlling United Hillsborough County, construed to apply to KnowBe4 without KnowBe4's written agreement thereto.The
a geographic region that does not States federal law Florida,U.S.A. United Nations Convention(or the International Sale of Goods will not apply to this
fall into one of the designations Agreement THE PARTIES HERETO WILL AND THEY HEREBY DO WAIVE TRIAL BY
described In this table,then JURY IN ANY ACTION,PROCEEDING OR COUNTERCLAIM BROUGHT BY EITIIER OF
Customer will fall Into this category. TIIE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER
ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT.
A country In EMEA
(Middle East,Europe and Africa)
other than United Kingdom,South The Netherlands Amsterdam
Africa,Germany,Austria and/or
Switzerland
Germany,Austria or Switzerland Federal Republic of Germany Berlin The UN Convention on Contracts for the International Sale of Goods(UNCITRAL)will
not apply.
United Kingdom England and Wales London
Australia New Zealand or Oceania Victoria,Australia Victoria,Australia
Japan Japan Tokyo District Court
Sao Paulo,State of The parties agree that any subpoena or notice relating to the proceeding will be made
Brazil Federative Republic of Brazil Sao Paulo,Brazil by registered correspondence.
South Africa England and Wales London
A country In the Asia-Pacific region, III
other than Japan,Australia,New Singapore Singapore
Zealand or Oceania
15.6 EhtireAgreement Construction;Modcadons.'This Agreement induding 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 eventthatthe Customer or Users arepresented with KnowBe4 clidt-wrap,the contents of thisAgreementwiil supersede
any conflicting terms.As used herein,the term"including"will mean"induding,without limitation";the term"includes"as used herein will mean"includes,
without limitation';and terms appearing in the singular will indude the plural,and terms appearing in the plural will include the singular.This Agreement
may notbe modified,a mended,or altered in any manner exceptbyawritten agreement signed by authorized representatives of the parties,and any attempt
at oral modification will be void and of no effect
Master Agreement KnowBe4 Proprietary and Confidential 8
15.7 Assignment 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 otherparty'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.e No Waiver. waiver or failure of either party to exercise any right in any respectprovided for herein will notbe 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 1S 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 REPIACE ANY AND ALL TERMS iN ANY PURCHASE ORDER.
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 Severability.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 Any notice provided pursuant to this Agreement if specified to be in writing will be in writing and will be deemed given:(a)if by hand delivery or
by delivery service,upon receipt thereof;(b)if delivered by first dass mail,registered mail,or certified mail,upon the earlier of actual delivery or three(3)
calendar days after deposit in the U.S.mail,postage prepaid;or(c)if by email,upon the next business day.All notices will be addressed to the parties at the
addresses specified below or at such other addresses as either party may in the future specify in writing to the other.
15.13 Headings;Counterparts;Electronic Signatures.The headings contained in this Agreement are for purposes of convenience,only,and will 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 will constitute one and the same instrument The parties agree that the electronic signature of a party to this
Agreement will be as valid as an original signature of such party and will be effective to bind such party to this Agreement The parties agree that any
electronically signed document(including this Agreement)will be deemed(a)to be"written"or"in writing";(b)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 any judicial,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 via the
internet as a".pdf'(portable document format)or other replicating image attached to an email message;and,"electronically signed document."means a
document transmitted by electronic means and containing or to which there is affixed,an electronic signature.
16. County Specific 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,
induding 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(bouryolaudan)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 domiciled in Germany,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 will be mutually liable without limitation:(a)in the event of willful misconduct orgross 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.
13.2 Liability forBreach of Cardinal Duties If cardinal duties are infringed due to slight negligence and if,as a consequence,the achievement of the
objective of this Agreement induding any applicable Quote is endangered,or in the case of a slightly negligent failure to comply with duties,the
very discharge of which is an essential prerequisite for the proper performance of this Agreement(including any applicable Quote),the parties'
liability will be limited to foreseeable damage typical for the contract In all other respects,any liability for damage caused by slight negligence will
be excluded.
13.3 Unless the parties are liable in accordance with"Unlimited Liability"section above,in no event will 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 With the exception of liability in accordance with the"Unlimited Liability'section,the above limitations of liability will 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 daims 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 will 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 will remain unaffected."
KNOWBE4 CUSTOMER
BBy: ..i�s Lct��nof((IJov 3.702009:49 EST) By:
Name: Lars Letonoff Name: M q r(( CA at un
Title: Chief Revenue Officer Title: Cr4)/ tit LALL'er
Date: Nov3,2020 Date: II/212.0 201
Master Agreement KnowBe4 Proprietary and Confidential 9
•
Address for Notices: Address for Notices:
33 N.Garden Ave.,Suite 1200 10210 E,Sprague Ave.
Clearwater,Florida 33755 USA Spokane Valley,WA 99206
E-mail: legal@knowbe4.com E-mail:
Phone: (855)566-9234 ext.102 Phone: 509-720-5000
Attention: Legal Department Attention: Legal Department
•
Master Agreement ttnowRe4 Proprietary and Confidential 10
,EXHIBIT A-SERVICE LEVEL AGREEMENT
This Service Level Agreement("SLA')is for the provisioning ofservices 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/ora 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/orupgraded support if purchased;and(c)use commercially reasonable efforts to make the online Services available 99.9%
of the time to be measured annually,exduding 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 https://status.knowbe4.com/,or such other URI,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 maybe found on the KnowBe4 Documentation page,as defined in the Agreement
• KMSAT maintenance windows may be found at}cups://supportknowbe4,com/hc/en-us/articles/360024057834-KnowBe4-Security-Awareness-
Training-ICMSAT-Site-Maintenance-,or such other URL as KnowBe4 may provide from time to time.
• KCM GRC maintenance windows may be found at https://supportknowbe4.com/hc/en-us/articles/360025164193-KCM-GRC-PlatfornrMaintenance-
Window or such other URL as KnowBe4 may provide from time to time.
• PhishERmaintenancewindowsmaybefoundathttps://supportknowbe4.com/hc/en-us/artides/360025164473-PhishER-Platform-Site-Maintenance-
,or such other URL as KnowBe4 may provide from time to time.
Support
KnowBe4's support parameters, induding its support hours, may be found at Jrttps://www.knowbe4.com/hubfs/KnowBe4-Support-
Documentpdf?t=1518625292505 or such other URL as KnowBe4 may provide from time to time.To make a support request,Customer may submit a ticket at
https://supportknowbe4.com/hc/en-us/requests/new or such other URLas KnowBe4 may provide from time to time.
Customer Requirements
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 ICnowBe4'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.
• "High Priority":Complete failure of platform or the complete unavailability of core functionality such as training and phishing.
• Within 3 business days for issues dassified 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 orata significantly degraded speed.
KMSAT Support Tiers
Tier 1 Support will assist with:
Password resets • Issues related to accessing/completion of training modules
Phishing and Training Campaign creation • Resolving phishing/training result discrepancies
Explaining overall navigation of the KMSAT Products • SAML Single Sign-On support and troubleshooting
Providing KnowBe4's recommended best practices • Phish Alert Button installation
• Issues accessing the training console • Active Directory Integration support
Whitelisting to ensure successful delivery of email from our servers • Channel partner support
Tier 2 and Tier 3 Supportwill be available for the escalation of more advanced supportrequests 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 adcnowledges that KnowBe4 is not responsible,nor is KnowBe4 liable,for ensuring compliance with such channel partner SLA.
Master Agreement KnowBe4 Proprietary and Confidential 11
Pall BIT El-INFORMATION SECURITY M1iNTS
1. Security,
a KnowBe4will maintain Customer Confidential Information and its information technology envirorunentsecurefromunauthoriaedaccessbyusingoommertialiyreasonableefforts
and industry standar l organizational,physical and tedinical safeguards,and reliain from implementing dianges 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 ofthe environment
b. 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 ofsuch audit report and
pmmpdy remediate and/or mitigate any non-conformance findings in like with Know0e4's existing vulnerability remediation process Such audit report will be considered
Confidential Information ofKnowlle4.
2. Audit Rights.Notmore than once per calendar yearduring the term ofthe Agreement and with at least thirty(30)days'prior written notice byCtutornertoKnowBe4,Customer may,at
Customer's sole expense,audit KnowBe4 to verify compliance with the terms and conditionsofthis Exhibit Such auditwillbe:
a Completed within two(2)weeks,
b. 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 secutityand data protection policies;
c Limited to ICnowBe4's facilities and personnel of KnowBe4 in scope of this Agreement and
d. Conducted by either Customer's employees or,with Knowl3e4's approval,byan independent third party agreed to by the parties.
Customer may create an audit reportarmma,izingthe findings and obsservationsofthe audit("AuditReport').Audit Reports are deemed to be Confidential InfonnationofKnowBe4and
the Customer wll nut disclose the Audit Reports to third parties except to Customer's legal counsel and consultants bound byobligations of confidentiality using at least the same degree
of care Customer employs in maintaining in confidence its own Confidential Information of a shnilar nature,but in no event less than a reasonable degree ofcare.Customer will disclose
the results of its auditto KnowBe4 within one weekafter its completion KnowBe4 will prompdyrespond to audit findings and,atKnowBe4's expense,discuss thefindings with Customer,
and ifapplicable,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 lnfonnation,KnowBe4 will use the following tedmical
security controlswhere applicable(and keep them cunentby incorporating and using all updates commerriallyavailable):
a Network Protection
(i) Networkkbasedfrewaisorequivalent
(ii) Network intrusion detection/protedionsystems
b. Client Protection
(i) An antivirus or endpoint protection program using software that is updated at least daily on all applicable systems that may store or process Customer Confidential
Information
(i) Host-basedfirewall/intrusion prevention software that blocks activir not directly related to or useful for business purposes
c System and Software Protection
•
(i) All system and applications mustutilim secure authentication and authorization medianisrns
(ii) All KnowBe4-developed applications must be desigried and implemented using securecodingstandardsanddesignprinciples(eg.,OWASP) :
(iii) Operating systems mustbe hardened appnapriatelyacwnithgto Industrystandaxd practices
(iv) Systems mustbe inspected for known vulnerabilities and all identified known vulnerabilities mustbe patched as soon as reasonably possible
d. Encryption
(i) KnowBe4 will review and update encryption ronfiguations on all sys-Mms thatutilize enayption KnowBe4will utilize only modem industry accepted enayption algorithms,
ciphers,modes and isey sizes
e. Customer Confidential Information Protection
(ni) 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
(ii) Customer Confidential Information Storage:Knowl3e4 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
(iii) Customer Confidential Information Transmission:All transmission or exchange of Customer Confidential Information by Company will use secure protocol standards in
accordarne with encryption requirements set forth in this Exhibit
4, Inddents.
a 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
b. In the event ofa breath or any unauthorized disclosure ofCustomer Confidential Information,atno additional cost to Customer KnowBe4wili reasonably cooperate with Customer
in investigating the incident inducting 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
c On notice of any actual breath,KnowBe4 wiillimmediately institute appropriate controls to maintain and preserve all electronic evidence relating to the breach in accordance with
industry standard practices
5. Integration.The terms ofthis Exhibit lieu of,any other terms and conditions agreed with KnowBe4,except as specifically and expressly agreed in writing with
expliri t reference to this Exhibit
6. Training KnowBe4 will periodically provide those employees,consultants,and any approved third parties(affiliated or not)that manage,or have access to,Confidential Information,
•
includingpersonallyidentifiable information,provided or made available by Customer,with privacy and securityawarenesstraining.
Muter Agreement Knowfie4 Proprietary and Confidential 12
KnnwBe4
Human error.Conquered.
Company Address 33 N Garden Avenue,Suite 1200 Created Date 10/29/2020
Clearwater,FL 33755 Expiration Date 11/30/2020
US
Quote Number 00457647
Payment Terms Net 30
Prepared By Keiara Galloway Contact Name Chad Knodel
Email keiarag@knowbe4.com Phone (509)720-5055
Email cknodel@spokanevalley.org
Bill To Name City of Spokane Valley-WA Ship To Name City of Spokane Valley-WA
Bill To 11707 E Sprague Ave Ste 106 Ship To 11707 E Sprague Ave Ste 106
Spokane Valley,WA 99206-6124 Spokane Valley,WA 99206-6124
USA USA
Description Term Dates:
1/1/2021 -12/31/2021
Product Product Description Sales Quantity Total Price
Price
1000KMS00000Cl2-G KnowBe4 Security Awareness Training Subscription Diamond 101-500 Users 1 USD 103.00 USD
Year 19.80 2,039.40
1502DWN00000012-G KnowBe4 Content Download 1 Year USD 0.00 1.00 USD 0.00
Subtotal USD 2,039.40
Total Price USD 2,039.40
Tax USD 181.51
Grand Total USD 2,220.91
Quote Acceptance Information
' 1, Your signature on this quote tells us that you have the authority to
n^
Signature W Ili.. Ca make this purchase on behalf of your company and that you agree to
Name Alc2rfr\/ /1��l�Ctr1 pay within the stated terms. The subscription period will begin when
l F.� � we process your order,which is when we receive your signed quote.
C.1_/'/ Unless included on the invoice,customer is responsible for any
Title T r ,4ah1 Q,1f applicable sales and use tax.KnowBe4's standard Terms of Service
I (www.knowbe4.com/terms)and Product Privacy Policy
Date I V2/2.0 Pj (www.knowbe4.com/privacy-policy)apply, unless mutually agreed
otherwise in writing.