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23-219.00PhishFirewallSecurityAwarenessTrainingphishfirewall Proposal Autonomous Security Awareness Training And Phishing Simulation Prepared for: City of Spokane Valley t-mwmi Prepared for: Chad Knodel 1' dWd..q Prepared by: Joe Lahart Proposal Date: 10/27/2023 Quote ID: Q-00238 Expiry Date: 12/26/2023 The Worlds Most Effective Security A wa reness Training! l�U p hfirewall Proposal Dear Chad Knodel, On behalf of PhishFirewall, I would like to extend our sincere appreciation to you for your commitment to building a more secure future for your organization, and enriching your organization's Institutional knowledge of security. Your decision to place an emphasis on security is a testament to your understanding of the emerging challenges and threats that become more prevalent as our reliance on digital Infrastructure grows. In prioritizing security awareness training, you are actively addressing the most critical aspect of cybersecurity -the human element. By investing In education and cultivating a culture of security consciousness, you are constructing a formidable first line of defense. This forward -thinking approach not only demonstrates your foresight but also your steadfast commitment to the protection of your organization's, employees', and clients' data. On this note, everyone at PhishFirewall wants to express our gratitude for your dedication towards strengthening security. So, thank you for your commitment to building a culture of security for your organization, and by extension the communities you serve. As your partner in this journey, we look forward to contributing to your efforts to create a robust cybersecurity culture within your organization, and beyond. Sincerely, Joe Lahart PhishFirewall, Inc. Role -Based Training & Phishing: Our system autonomously delivers customized training content and phishing simulations based on the specific needs and vulnerabilities of each role, maximizing relevance and engagement. V Max Dieterle -aso taeatka We went from over 25% click -through rate on phishing tests with our users to now below 1% with PhishFirewall. In -Depth Analytics: We provide you actionable Insights into your organization's cybersecurity posture. You can track progress over time, Identify high -risk users, and even get granular data on individual user learning experiences. Non -Punitive Approach We believe that positive reinforcement drives better learning outcomes. That's why we focus on supporting your team members In a non -punitive environment. thfirewall p Proposal Subscription Options: We offer two pricing options for your convenience: a 12-month contract and a 36-month contract. The 36-month contract comes with a 20% discount on the overall cost. The final price for each is indicated In the table below, including any applicable discounts. 12 Month PhlshFirewall - Enterprise - 115.00 $10.00 12 Months 36 Month PhishFirewall - Enterprise 115.00 $8.00 - 36 Months Initial Here To Select 36 Month Subscription: 1o11\ (OPTIONAL) Date of Quote: 10/27/2023 $1,150.00 $1,150.00 $920.00 $2.760.00 �J phishfirewail Proposal Signature Page 1. Please read the proposal carefully to understand all details of our potential collaboration. We value transparency and mutual understanding from the start. 2. This agreement shall come Into effect on the date It is signed by both Parties. The date of signature by each Party maybe different, but the Agreement will only be binding and become effective when both Parties have signed It. 3. If anything is unclear or If you have questions, don't hesitate to ask We're ready to discuss any points and find the best ways to work together. date: // - 2 7- z 3 F�f-✓ Hd #,#A-4� Joshua Crumbaugh City of Spokane Valley PhishFirewall, Inc �J phishfirre wall Proposal TERMS AND CONDITIONS THESE TERMS AND CONDITIONS (THE "AGREEMENT) GOVERN CUSTOMER'S ACCESS AND USE OF PHISHFIREWALL5 PRODUCTS AND SERVICES, UNLESS CUSTOMER HAS FULLY EXECUTED A MASTER AGREEMENT WITH MORFIREWALL IN WHICH CASE SUCH MASTER AGREEMENT GOVERNS. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. BY ACCEPTING THIS AGREEMENT, EITHER BY: (1) CLICKING A BOX INDICATING ACCEPTANCE; (2) EXECUTING A QUOTE THAT REFERENCES THIS AGREEMENT; OR (3) USING PHISHFIREWALL'S PRODUCTS AND SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM `CUSTOMER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PRODUCTS SERVICES. Customer and I192irewaiimaybereferredtoInthisAgreementIndivMuallyasa"party"orjointlyasthe"parties.'ThisAgreementgoverns all purchased Products and Services, as defined in this agreement, provided by PhtshFVewali to Customer. Software • 1,1 Software Ucense.This Section apples to the event Customer licenses Software from PhishFlremL Subject to Custame's commitment bD payment In accordance with M Agreen>ent, PhlshFkewall hereby grants to Customer, for use with Customer's authorized Users, and sally for Internal business purposes and not for resale or publiation, a [inked; non-exclusive; non-subl uensabk; non -transferable; royalty - free license to instal, use, execute, display, and access the Software. The Term, as defined below, of the foregoing license ail be as set forth In the applicable Quote. Apart from time foregoing limited licenses, Customer is not being granted any right, title, or Interest In or to the Software, or otherwise the Products. Al such rights are expressly reserved by PhishRrewal. 2. Product Usage & Rights. • 21 Accepanca Customer Is deemed to have committed to a purchase in full for the Products and Services (regadhess of any split payment terns) once a Quote Is sent to PhWmFirewal 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 PhIshFTrewall. 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 VIM payment terms, In full, out of CudcrneHs current fiscal perfW's allocated budget or that Customer has the authorhy to legally commit to a purchase outside of the current fiscal period. Except as otherwise specified herein, all sales are final, no -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. • Z2 Customer Users. The Products and Services are provided on a per -seat, subscription basis. Customers are responsible for managing the creation, modimcatlon, and revoking of access of their users. The Customer is solely responsible for the management of access to the Products and Services of their users. The concurrent number or Active Users receiving access may not exceed the purchased number of Seats. If the number of Active rises exceed the purchased number of Seats, Customer is obUgated to either pay for any Seats that surpass the �J ph�shfirewal► Proposal purchased amount or Immediately reduce its number of Active Users. Customer Is not permitted to freely re -assign Seats to Users. PNshflrewag 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 may be allocated to another User upon written approval by PhishRmwall. Notwithstanding the foregoing, Pldshflrewag's approval is not required In the Instance an Active Users account is terminated or removed due to Customer's termination of that Active User's employment, or otherwise for terminatlon of contract with that Active User, to account for Customer's normal attrition in waMorce. Upon request by PhlshFirewall, Customer agrees to provide PhishFlrewall with a certification of such compliance. PhlshFlrewal reserves the right to audit Customer's compliance with this Section. Additional Seals may be added mkt -subscription term and such addM=l Seats w11 be Co - pending with the then -current subscription tern and will terminate on the same date. Add-ons 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. • 13 Pro1rsslora16erv1c4% elf Customer purchases Services to be performed by PhlshFlrewall, Customer may be required to sign an SOW duelling the project specifications for the Services. Services may Include, but are not limited to, the request for PhishRrewall to Implement and operate the Products on behalf of Customer rManaged services'), additional maintenance and support (as opposed to any standard maintenance and support already Included), and any additional consultancy or protessional services. The completion time for any Services to be performed under an SOW, and any m9estates, will be dependent on PhishRrewali's recept of at Customer assets and specifieatias necessary for the project, In addition to PhishFirewall receiving a validly signed SOW for processing, as requested by Phlshl Irewall. Thecompkton deadline will start from the date of delivery of all such assets and spedfkatbons, not the date of PhlshlIrewall's receipt of the signed SOW. Customer acknowledges that delays in providing assets or spedfiatlons at the request of PNsWkexwg for such Services may delay the completion of the Services. PhishFlrewall will not be faulted for delays caused by Custanees failure to reasonably cooperate. Service hours purchased pursuant to an SOW or a Quote will expire upon time expiration or termination of Customees subscription tam and will not carry over to any subsequent renewal term. . 2.4Inhsllectual Property, This Is not a wok made -for -hire agreement, as defined by U.S. or other applicable law. PhlshFirewall and Its licensors own and reserve all right, title, and Intenst, knchxBrg Intellectual property rights, In the Products and all enhancements, modifications, and updates thereto. Except for express Ike ses granted In this Agreement, PhtshEiremill Is not grading or assigning to Customer any right, Me, or Interest, express or Implied, In or to PhishRrewairs Integectual property. PNshFlreml reserves all rights In such property. 3. Data. • 3.1 CustnutarData. Customer grants PhIshlirewall a non-excluslve, world-wide, royatty-free license to use the data and other Infammaton Input by Customer Into the Products ("Customer Data'): (a) to perform PhishFirewall's obligations under this Agreement; (b) In compliance with the Product Privacy Notice; (c) In order to provide, maintain and (c) Improve the Products and/or (d) as may be regWred by law. Customer will be responsible for obtaining all rights, permissions, and authorizations to provide the Customer Data to Phishl iretvall for use as contemplated under this Agreement Except for the limited license Wanted In this Section, nothing contained in this Agreement wig be construed as granting PhlshFlmyal any right, tick, or Interest In the Customer Data. Customer Data will be deemed Customer Confidential information. • 12 AggAWted Data Phlshrrrewail may also use Customer Data In an aggregate, de-identifted, and generic manner for marketing; survey; and benchmarking purposes, In the review and, development and Improvement of current and future Products, Product usage, and other similar purposes (Aggregated Data'). Aggregated Data: (a) Is used a* for internal administrative purposes and general usage statistics; (b) does not Identify Customer or any Individual; and (c) to the extant such Aggregated Data is disclosed, Is It will only disclosed in a generic or �J ph�shfipewall aggregated manner that does not Identify the Customer or any Individual and wil be for the purposes of sharing Product usage and statistical or bendanarldrig purposes. Aggregated Data wql not be considered Customer Confidential Information. • 3.3 pats Secor/ty. Customer Data is maintained In accordance with the Information Security Requirements In this Agreement using Industry standard administrative, physical, and technical safeguards that are designed to provide for the protection of the security, confidentially, and Integrity of Customer Data, Phis hFlrewall's security safeguards Include means for preventing access, use, modification, and disclosure of Customer Data by unauthorized Individuals. Honvithstanding the foregoing, Customer Data access may be provided: (a) to PhishFirevsA and other personnel to the extent necessary to provide the Products, Services, and support; (b) as compelled by law; (c) as set forth In the Product Privacy fie; or (d) as expressly permitted by Customer. PhishFirewall's Products currently operate In third party datacenters located In the US or EU and have been bulk with high avallabilty, bushes contirwtty, and disaster recovery In mind. PhLshRrewai's cloud architecture follows Industry standard security practices and is regularly assessed for vulnerabilities and risks. Information about Phtshl trewall's information security practices may be found at PhlshFirewall's Security Page. • 3.4 Data Protection. The collection, use, and disclosure 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 aclrnowledge 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 Ph6hRnewall ensures compliance with applicable data protection taws. By using the Products, or submitting Customer 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 persont, organizatim's, or direr such third party's proper consent, or otherwise proper authorization, to do so, In the event Customer enters Into a Data Processing Agreement with Phlshl kewall, 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. 3.4.1 Protected Health Information, Payment Card Information, and other Sensitive Mfaravtlon. Phishfiremll does not need, nor does PhlshFirewall request, any protected health Information ("PH1,) governed by the Health Insurance Portability and Accountability Act and Its Implementing regulations CHIPAA"} PhishRrewall does not need, mar does PhlshFkewall request, any non-putic consumer personalty Identgiabie Information or financial Information governed by the Gramm -Leath -Boer Act ("GLBA' or payment card Information covered by the Payment Card Industry Data Security Standards C"PCI DSS") in order to provide PhishRtewagS products and services. Customer should never disclose, nor allow to be disclosed, PHi, Information protected by PCI PASS or GLBA, or other mnstive Information to PhishRrewalL Customer adonowledges that PhishlIrewall does not take steps to ensure Phist Firewars products are GLBA, HIPAA, or PO DSS compliant Ali obligations of the aforementioned regulations remain solely with Customer. PhIshFirewall's Products and Services are not Intended for use with minas (as defined by appgable cow). Customer Is prohibited from authorizing minors, as defined by applicable tow, to use or access the Products and Services, except as dhewise provided In a signed writing by an authorized representative of PhlshRrewell. q. Customer Obligations. 4.1 Cannectivity. 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 PhishFirewall is not responsible for: (a) Custoner s access to the Internet; (b) interception or Interruptions of communications through the lntemet; or (c) changes or losses of data through the InterneL • 4.3 User Crhedenthr & Customer will ensure User credentials (eg., usemames and passwords) remain confidential, and Customer and Users will not disclose any such credentials to any third party. in addition, Customer will notify PhtshFiewall Immediately upon discovery of an �J ph�shfirewall Proposal 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 Irn medlately change such credentials and remove access for that User. • 4.3 Affillahm 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 Agreement by such Affiliate and Its Users for which Customer will be Jointly and severally gable with its Afgllate for any breach by the Aft&ate of this Agreement. No Affiliate may directly enforce any provision of this Agreement All actions to enforce this Agreement must be brought by Customer. 4.4 Restrictions. 4 FRS Customer may not: (a) reverse engineer, disassemble, decompile, or otherwlse attempt to reveal the trade secrets or know-how undedyhhg the Products, except to the extent expressly permitted under applicable law; (b) use PhishFlremirs Intellectual property or Confidential Information to develop a product that Is stellar to the Products; (c) use any PhMnRrewall Confidential Information to contest the valklity of any PhishFirevoll hhel eduat property; (it) remove or destroy any copyright notices, other proprietary markings, or confidential legends placed on or made available through the Products; or (a) use the Products in any manner or for any purpose inconsistent with the terms of this Agreement or the Documentation. Software will only be used by the ilcensed number of Active Users for wham Customer paid the applicable fees. • 4.4.2Access and use of PhishFrewal Products, Services, or other related materials (which the parties acknowledge are proprietary and Confidential Information of PhlshFirewail) 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 PhlsliFirewall 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 fortes of copying, duplicating, or replicating the Products, Services, or other related materials, publicly or outside of Mile uses, is strictly prohibited. Customer acknowledges that some of PhishFlrewall's Products and Services are designed to assist Customer In Maknhng Users and may Include developing, cudornidng, and sending fake cyber security attack campaigns for purposes of employee training, but that Customer, and not PhshFirewal or arry PhshRrewall 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 therewlth). • 4.4,3Customer acknowledges and understands that If Customer is a direct competitor of Phishlirewall (or a third party acting on behalf of such direct competitor), Customer Is not pemd[ted to, and will not, access or use any PhishFlrewall Products, Services, or other related materials, all of which are consklered confidential and proprietary to PhshlIrewal. S. Compliance. • 5.1 And -Bribery & Corruptlo n. Customer will rot: (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 ditalning an Improper business advantage; or (c) agree, comae@, or otherwise offer to undertake any of the foregoing actions In connection wAh this Agreement or any related activities. • 5.2 rnterrrsdonal nade 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 lays may have extraterritorial effect, Customer will comply with all such measures, where applicable, thfirewall J p Proposal Including, without I mtation: (a) the Export Administration Act of 1979, as amended (50 U.S.C. § 2401--2420) and the Export Administration Regulations, 15 C.F.R. §§ 730-774 ("EAR'); (b) the Arms Export Control Act, 22 U.S.C. § 2778, and the corresponding international Traffic in Arms Regulations ("ITAR-), (c) the economic sanctions laws and regulations enforced by the U.S, Depart nent of the Treasury's Office of Foreign Assets Control ("OFAC ), 31 C.F.R. §§ 500, et seq., and the U.S. Department of State, and (d) the antl-boycott regulations, gulcldnes, and reporting requirements under the Export Adnnfnistration Regulations and Section 999 of the Internal Revenue Service Code. Customer understands and aduawledges that R Is solely responsible for complying with such laws whenever applicable. Customer further understands and admenvledges that R will not direNy or indirectly export, import, sell, disclose, or otherwise transfer any Products to any country or party subject to such restrictions, and that R Is solely responsible for obtaining any Ik ense(s) to export, re-export, or inport the Products that may be required. • SJ FOlA and Pub(k Disdosure Requests The purpose of tine relationship between PhishFi ewal and Customer Is for Customer to purchase a subscription to the Products and Services that contain software, content, and Information related to Internet security awareness training, IT rib management, regulatory compliance, simulation of security attacks, vulnerablgty assessments, and other product and service offerings. The Products, Services, and any Confidential Information disclosed is proprietary to PhlshFlrewall and Is an Important business asset of PhishRrewall (the "Proprietary Information"), The Proprietary Information consists of protected financial data, trade secrets, and commercially valuable Information that,Wdisclosed,wouldharmtheeompetiivepositionofPhlsthnrewal.Intheeventofarequestfordlsclosure of Phishfiewall's Information, lnclading any training materials, Customer will affirmatively respond to the reguestor that the Informs on may be from disclosure under the WashI aton Public Records Act i PRA") and will be d,Isdosecl only If agreed re by PhihFirewail. or exenat public PMs""nren L does not within thlrW (30) days after rereiv na notice of the reauest obtain an order orevertina disclosure of the subtect P ___ -_ information. Customer shall oh i notify sh Fir ."n of an - passi dm.a o .ls.ewn nkInformation aoprie ary within five (5) business day after recelv'no such renter Such nnn,•e •herR Include copy of the reauest If within thirty (arm) akrLar days of receivino notice from C Usror r Phis.hRrem II does not obtain a lawful Court order which prevents disclosure of the ad+ect proprietary information, then Customer may release the information orovIded that any such disclosure will be limited to the minimum necessary to be In compliance with_the )eted: denying the request pursuant to the terms of request as determined by Customer's legal ,coun5e6 CLstgmer will not release any such Information except pu¢suant to wr@tel InsWctbns._by--1'e PhishFirewall, rurscant to a court order. or In the evert Phlsh Firewal does not obtain a court order preventing disclosure within the aboveIs paragraph and will promptly, but no later than five tip rf Customer cannot agree to the foregopg, then Customer Is_not permitted access.lo the.ProprletaryInformation. ) business days after receiving such request, forward request on bo PhlshFirewail eeeted: or a finial un-appealable court order, provided hat any such disclosure will be limited to the minimum 6. Payment Terms, ecessary to be In compliance with the request, based pon the opinion of counsel • 6.1 Prkes Prices will be specified by Phishnrewal and will be applicable for the period specified in the Phishnrewall Quote (as applicable). It no period Is specified, prices wtl be applicable for thirty (30) calendar days, Notwithstanding the foregoig, prices may be subject to Increase upon a renewal of a Quote, or in the event Customer adds -on or upgrades Products during the subsoWon 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. • 6.2 Due Pate; Lola Payarente. Amounts due for Products and Services may be Invoiced by PhishFlrewall In fug at the earlier of the start of the subscription term, thirty days from Custornees delivery of a Quote to PbishFIrewal for processkig, 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 Phlshnrewalls Invoice (unless otherwise noted on the invoke} If any undisputed amount Is not paid by Customer wrhio fifteen (15) days' notice of late payment, PhishFkewal WE be entRlad to receive the amount due plus Interest thereon at a rate of L5% per month (or the highest rate permitted by applicable law) on at undisputed amounts that are not paid on or before the date due. Customer will also pay all of PhiWrewall's reasonable costs of collection Including, but not limited to, reasonable attorneys' fees. �J phishfirewall Proposal . 6.3 Disputed Payments, Customer has the right, In good faith, io dispute at or a portion of an invoke prior to its due date. Phishfkewall will not collect interest on disputed amounts In the event Customer provides PhlshFirewall 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. 7. Confidentiality. 7.1 ConTdentiallnformation, During the Tenn, each party may disclose to the other certain Confidential Information to the other Party. N&Ahstanding 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 acquired from a third party without any breach of any obligation of congdentlaft (d) was independently developed by a party hereto without reference to Confidential Information of the other party; or (e) Is required to be disclosed pursuant to a subpoena or other similar order of arty court or goverment agency, provided, however, that the party receiving such subpoena or order will promptly Inform the other party in writing and provide a copy thereof (unless notice is precluded by the appltahle process), and wig only disclose that Confidential information necessary to comply with such subpoena or order. . 7.7 Protection of CdnlFdentfal Information. The oroL Ions and procedures Idennned In oaraoraon ii+ reamer m ar��osure err Pfonrl�ry Information in moo m to oubfic records reace st aopty to pubic records reecestts which either partially or In Loral seek disclosure 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 Party% prior written consent, except disclosure to, and subsequent uses by, the Receiving Party's employees or consultants on a need -to -know bask, provided that such employees or consultants have executed written agreements restricting use or disclosure of such Confidential Information that are at bast as restrictive as the Receiving Party's obligations under this Section. Subject to the foregoing nondisclosure and non-use obligations, the Receiving Party wit use at least the same degree of pre and precaution that It uses to probed the confidentiality of Its own Confidential Information and trade secrets of skntar nature, but In no event less than reasonable care. Each party acknowledges that due to the unique nature of the other partys Confidential Information, the Disclosing Party wig 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 remedles that may be available In law, in equity, or otherwise, the Dlsclosing Party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure. • 7.3 Rotory anifDastruction ofAfaterials. All documents and other tangible objects containing or representing Confidential Information that have been disdosed by either party to the other party, and all summaries, copies, descriptions, excerpts, or extracts thereof that are in the possession or the other party will be, and remain, the properly of the Disclosing Party and will be promptly returned to the Disclosing Party. The Receiving Party will use reasonable efforts to promptly delete or destroy all sunw, rles, copies, descriptions, excerpts, or extracts thereof In their possession upon the DLwlosIng Partys written request The Receiving Party will have no obligation to delete or destiny copies that; (a) are contained In an archived computer system backup that were made In accordance with such party's security, e-mall retention, and/or disaster recovery procedures; or (b) are kept by a party for record -keeping, archival, or governance purposes In compliance with such partyls document retention policies. My such retained Confidential Inkmmation will remain subject to the terms and conditions of this Agreement for so kxg as R Is retained. Notwithstanding the return or destruction of the Confidential Information, the Receiving Party will continue to be bond by Its confidentiality and other obligations hereunder In accordance with the terms of this Agreemeat At the Disclosing Partys option, the Receiving Party will provide written certification of its compliance with this Section. 8. Warranties and Dlscialmers. �J ph�shfirewall Proposal • &I Product Warranties. All purchased Products wll materially conform to their then -current Documentation and during the applicable subscription tern, Phishrtlrewall w91 not materially decrease the overall functionally of the Products. Customer must notify PhishFirewal of any breach of this warranty within thirty (30) days of discovery of the breach. Customer's sole and exclusive remedy, and PhlshFlrewan's sole and aKittsive liability, for a breach of the foregoing warranty, will be for PhishRrewall to provide Product Support to repair or replace the relevant Product within thirty (30) days of such notice of nonconformity. if PhIshFTrewal Is unable to remedy such non -conformity within the period to cure, Customer win 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. PhishFlrawall will not be responsible for any breach of the foregoing warranty resulting from Customers abuse or misuse of the Product or failure to use the Product as described In this Agreement, Including falure to use the Product in accordance with Its operational requirements. Customer Is required to suffidenty detail the non-coatormtty, In a manner that allows PhlshFlrm%-Al to properly assist with the remediation. PhIshFYewal will not be responsible for delays in remedlatian caused by Custmrers fatiue to respond to requests by PhlshFirewal, Customer understands that the Products win only operate in accordance with PhBhFlrewalrs Documentation, and It Is Customer's responsibility to ensure Hurt the Products will be fit for Its purposes and to ensure that the Products win he supported by Customer's technology and business environment • SZ Servkke Warranties. PhlshFirewall warrants that PNshFirewal will provide the Services In a professional, worlona l0ke manner consistent with this Agreement Customer must notify PhishFirewall of any breach of this warranty within thirty (30) days of discovery of the breach. Customer's sate and exclusive remedy, and PhlshRrewal's sole and exclusive liability, for a breach of the foregoing warranty will be for PhINhFlrewal, in its sole dIsadfon, to use reasonable efforts to re -perform the Services or terminate the relevant Quote and Issue a refund for the portion of prepaid fees for the non -conforming Services. • A3 Compliance Warrandles� Each party warrants that it svll comply with an laws and regulations applicable to its provision or use of the Products and Services, as applicable (including applicable security breach notification laws)L • 8.4 Dlsclalmenc EXCEPT FOR THE LIMITED WARRANTIES IN THIS SECTION: (A) THE PRODUCTS AND SERVICES ARE PROVIDED `AS IS,' WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND, AND (8) PHISHFIREWALL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE, NON -INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. PHISHFIREWALL DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR -FREE OR THAT DEFECTS IN THE PRODUCTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, MARKETING, OR PROMOTIONAL MATERIALS, OR ADVICE GIVEN BY PHISHFIREWALL OR PHISHFIREWALLS AtiTHORTZED REPRESENTATIVES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES PROVIDED HEREIN. THE INFORMATION PRESENTED IS NOT LEGAL ADVICE AND IS NOT TO BE ACTED ON AS SUCH. THE PRODUCTS MAY CONTAIN THE TRADE NAMES OR TRADEMARKS OF VARIOUS THIRD PARTIES AND, IF 50, ANY SUCH USE IS FOR ILLUSTRATWE 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, OR ASSOCIATION OF ANY KIND BETWEEN SUCH THIRD PARTIES AND PHISHFIREWALL ALSTHE PRODUCTS AND SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. CUSTOMER ACKNOWLEDGES AND AGREES THAT PHISHFIREWALL AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (A) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (8) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO, AND DAMAGE, CUSTOMER DATA, WEB -SITES, COMPUTERS, OR NETWORK-S, PHISHFIREWALL WILL NOT BE RESPONSIBLE FOR THOSE ACTIVITIES, FURTHER, EACH PARTY DISCLAIMS ALL LIABD.TTY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD -PARTY HOSTING PROVIDERS. ph�shfirewall Proposal g. Indemnification. 0.1 PMbFlrawatt Indemnfly Oblfgatlonr. PtashFirewall will defend and indemnify Customer from any and all claims, losses, deficiencies, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees) finally awarded against Customer W any tribunal exercising lawful iurisdkdon.. as approved via a aiurt-approved settlement, or via binding mediation or arbitration arising from a claim by a third party that Customers authorized use of a Product infringes that third parry's United States patent, copyright, or trade secret rights. The foregoing Indermtkation obligation of PMshFirewall Is contingent upon Customer promptly notifying Phishfirew it in writing of such dais (provided the failure or delay in doing so wit not relieve PMshFlmvat from any obligations to Indemnify Customer except to the extent that such delay or (allure materially prejudices the defense of such chin), permitting AhlshFlmwat sale authority to control the defense or settlement of such claim wovWed that PMsh l iratiot may not she any such d lm unless It unconditionally releases Cgs of at liabidv and providing PhishRrewall reasonable assistance (at PhishFirewall's sole expense) In connection therewith. if a claim of Infringement under this Section occurs, or If PhkhRrewall determehes a claim Is My to occur, PhishFbewall nail have the righ4 in is sole discretion, to ether (a) pow" for Customer the right or license to continue to use the Products free of the infdrgenent claim; or (b) modify the Products to make then non•idringirg, without loss of material functionality. If nether of these remedies Is reasonably available to PMshl I ewall, PhlshFirewat 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 for such Products for the remainder of the applicable subscription Two, Nohvithstandig the foregoing, PhishFirewat will have no obligation with respect to any dalm of infringement that Is based upon or arises out of: (a) the use or combination of the Products wth any third -party software, process, products, data, service, or other materials not provided by PhlshlIreviall; (b) modification or akeratbn of the Products by anyone other than PhishRrewat; (c) use or the Products in excess of the rights granted In this Agreement; or (d) any specifications; or other intellectual property provided by Customer (collectively, the "Excluded Claims'. The provisions of this Section state the sole and exclusive obligations and liability of PhishFfewall 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 warra rtles of wn4nfdngemen4 at of whkh are expressly disdained 9.2 Customer DmfeawAW ObNgadens. Customer will defend and Indemnify PhhshFirewall and hold It harmless from any and all claims, losses, deficiencies, damages, liabikies, costs, and expenses (Inck ding, but not limited to, reasonable attorneys' fees) incurred by PhKMrewall 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) PhlsinRrewat's authorized use of the Customer Data; or (c) the Excluded Clafmv, The foregoing Indermitatlon obigatlon of Customer Is contingent upon PhlshFirewall promptly notifying Customer In writing of such ciafm (provided the failure or delay in doing so will not relieve Customer from any obligations to Indemnify PhishFlmwall except to the extant that such delay or failure materially prejudices the defense of such claim), permitting Customer sole auUngrlty to control the defence or settlement of such claim, provided that Customer may not settle any such claim uriess It wwwI fonatly releases WdshFinavat of all habllty, and providing Customer reasonable assistance (at Custorrne's sole expense) In connection therewith. 10. Limitations of Uabllity. 10.1 NEITHER PHISHFIREWALL NOR ITS VENDORS OR LICENSORS WILL HAVE ANY LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, SALES, BUSINESS, DATA, OR OTHER INCIDENTAL, CONSEQUENTIAL, OR SPECIAL LOSS OR DAMAGE, INCLUDING EXEMPLARY AND PUNITIVE DAMAGES, OF ANY KIND OR MATURE RESULTING FROM, OR ARISING OUT OF, THIS AGREEMENT, THE PRODUCTS, AND ANY SERVICES RENDERED HEREUNDER. THE TOTAL LIABILITY OF PHISHFIREWALL AND ITS VENDORS AND LICENSORS TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, THE PRODUCTS, AND ANY SERVICES RENDERED HEREUNDER FOR ANY AND ALL thfirewall p Proposal CLAIMS OR TYPES 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, bargalmef-for understanding of the parties and PhishFirewall'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 cakn a party may bring, whether M tort, contract, or otherwise, and regardless of whether any IhNted remedy provided for In this Agreement falls of its essential purpose. IL Term and Termination. • 11.1 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 temdnated ("Term'), • 11.2 Suspension. In the event PMshflrewall, In good faith, beeves or othenvise becomes aware of a Users violation of this Agreement, then PhlshFirewall may specifically request that Customer suspend such Users access to, and use of, the Products. In the event Customer falls to suspend such non-compkant User, Customer hereby authorizes PhishFirewall to suspend such User. The duration of such suspension is at the sole determination of PhishFirewall and will continue until such tine as Phlshfkewall determines that the applicable User has cured the breach resulting In such suspension. Phlshlirewall 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 PhishRrewal's systems; (b) comply with any law, regulation, court order, or other governmental request•, or (c) otherwise protect PhfshFirewall 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. 1L3 Termination. • 11.3.1If Customer falls to pay any Invoke when due and does not make such payment within fifteen (15) days after receipt of notice from PldshRrewall of such failure, PhtshRrewall may, In Its sole discraUm, either: (a) suspend delivery or performance of any Quote, or any remalnkg 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 • 11.3.2Either 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. • 11.a3Customer may terminate this Agreement or any applicable Quote at any Urne and for any reason upon providing thirty (30) days' written notice to PhlshFirewai, provided Customer will not be entitled to reimbursement or reief of Its future payment obligations. • 11.4 Effects of Termination. • 11.4.1 in the event of any termination of the Agreement or Quote without cause by Customer, or for cause by Phts hRrewai, 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 Phlshfirewall will provide Products or Services to Customer (e.g., thltty-six (36) months), and that Quote is terminated by PMshFtmvag for cause (Including nonpayment) or by Customer without cause, then all future, recurring fees associated with the remaining term of such Quote will become Immudiatedy due and payable, and will be pail by Customer to PMshRrewall upon the effective date of such termination. tpfirewall proposal • 11.42 Upon any termination, Customer's rent to use and access the Products and Services will immediately cease. Customer must return or destroy all copies (original and duplicates) of such Products and Services, In accordance with this Agreement Upon request by Phishfirewall, Customer must provide to Phishfirewal a certif edlon of destruction. • 11.4.3 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 termYwtlon of this Agreement or applicable subscription term, Phishlirewall will have the right to delete or destroy ail Customer Data In PhIshfirewa0, or In Phisifteivalls agents' possession. Notwithstanding the forgoing, PhIshHrewail will be permitted to retain copies of data contained In an archived computer system backup that; (a) was made In accordance with Its security, eima0 retention, and/or disaster recovery procedures; or (b) are kept by PhfshlIrewall for record - keeping, archival, or governance purposes In compliance with PhlsM*ewati's document retention policies. Any such retained data will remain subject to the provisions of this Agreement for so long as it Is retained. • 11.4.4The 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 excluded or 6mlted under this Agreement. 12. Mlscelleneous provisions. • 12.1 r7S. Governmendaf Rights The software Products and Services consist of commercial items and are commercial computer software as described In DFARS 252.227-7014(aXl) and FAR 2.101. If acquired by or on behalf of any the Department of Defense or arty component thereof, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agremhent as specified In DFARS 227.7202-3, Rights In Commercial Computer Software or Commercial Computer Software Documentation. If acquired by or on behalf of any civilian agency, the U.S. Government acquires this commercial computer software and/af mranrrdal computer software documentation subject to the terns of this Agreement as specified In FAR 12,212, Computer Software. 12.21ndepwalentContractor. PldshFirewall, Its personnel, agents, subcontractors and Independent contactors 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 wig have the authority to act on behalf of, or In the name of, or to bind, the other party in any manner whatsoever. • 1Z3 Farce Majevre. Neither party to this Agreement will be liable for delays or failures In performance under this Agreement (other than the payment obligations or breach of confidentiality requirements) resulting from acts or events beyond the reasonable control of such party, Including acts or tear, terrorism, acts of God, natural disasters (fires, explosions, earthquakes, hurricane, flooding, stoma, expkhslons, Infestations), embargos, rots, sabotage, governmental acts, failure of the Internet, power failures, energy interruptlons or shortages, other utility Interruptions, or teleco m unicatlons 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- . 12.4 Entire Apreemen4 cbnstrpction; AWItIcations.Thls Agreement, Including arry 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, warraMks, representations, or agreements regardig the matters herein between the parties except as expressly set forth in this Agreement in the event of arty conflict between the body of this Agreement and any Quote, or additional agreements entered Into by the parties, the body of this Agreement v411 control, unless otherwise expressly stated in a signed wilting by authorized representatives of the parries. In the event that the �V phishfirewall Proposal Customer or Users are presented with PhishFhewall dick -wrap, the contents of this Agreement will supersede any conflicting terms. As used herein, the term "Including" will mean "including, without Irritation"; the term 'Includes" as used herein will mean "Includes, without limitation"; and terms appearing In the singular will Include the plural, and terms appearing In the plural will Include the singular. This Agreement may not be modilled, amended, or altered In any manner except by a written agreement signed by authorized representatives or the parties, and any attempt at oral modification will be void and of no effect. 123 Assigurnient This Agreement may riot 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 other partiys permission, to an Affiliate (Irovkied previously purchased licenses, access rights, and Seats for the Products and Services will not be assignable or transferable without written consent from PhlshFfretvall) or In connection with any merger, consolidation, sale of all or substantially all of such assigning party's assets, or awry other similar transaction, provided, that the assignee: (a) Is not a directcornpethor of the rwn-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 . 1Z6 No Wafer. The wafer or (allure of either party to exercise any tight in any respect provided for herein will not be deemed to be a waiver of any further right • 1Z7Prrrdwe Order. PHISHFIREWALL SPECIFICALLY OBJECTS TO ANY ADDITIONAL TERMS BEING ADDED THROUGH A CUSTOMER PROVIDED PURCHASE ORDER OR SIMILAR DOCUMENT. IF A PURCHASE ORDER IS REQUIRED BY CUSRWI R, 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 REPLACE ANY AND ALL TERMS IN ANY PURCHASE ORDER. • 128 SurvImb8/ty. All provisions of this Agreement relating to confidentiality, non -disclosure, Intellectual property, disclaimers, limitation of Ilabllity, indemnification, payment, and any other provisions which must survive In order to give effect to their meaning wig survive the termination of this Agreement. . 12.9 Sawrabillty. 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 votd, and the remaining provisions of this Agreement will remain In effect . SZIO Alozlnes Incept as otherwise specified in this Agreement, all notices related to this Agreement will be In writing and will be effective uppn_(a).persanaI dedvery, (b) the third business day after mama, or c the day of sending try emaQ f unless sent an a non business derv. In _ Formatted: Font color: Tom I which case It will be deemed e8edlve on the first folowinm business davl NI notices from Customer pertaining to contractuaf or legal matters (Le. breach of contract, termination, Indennlfiable claims, etc) must clearly be Identified and marked as Legal Notices. Customer shall sea such rentradulllenal mires to PhishRrewal at{120 Holmes Ave. NF HuntsAle AL. 358al Suite 83D. bYin"elated notices to CLstomer�svlg Commented [CKI): Address not listed below .. . be addressed to the relevant bffing contact designated by Customer. All other n ottces to Customer will be addressed to the relevant accoilb�" eleted: [ administrator designated by Customer. ' , eleted: INSERT ADDRESS] o the address listed beb rZ11 Needlnyr, Coevrrerparft; Elec&nnic Slgnatwes. The headings contained In this Agreement are for purposes of convenience eleted: W. only and shall 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 wN be deemed an original, but all of which together shall constitute one and the scone Instrument. The parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shag be effective to bind such party to this Agreement The parties agree that any electronically signed document onciuding this Agreement) shag be deemed o) to be "written' or "In writing," (11) to have been signed and (1) to constitute a record established and maintained In the ordinary course of business �J ph hfirewall Proposal and an odgkal written record when "led from electronic fries. Such paper copies or "printouts," If introduced as evidence in any Judicial, arbtral, mediation or adminLArative 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 herecC'electronic signature" means a manually - signed original signature that is them transmitted by electronic means; 'transmitted by electronic means' means sent In the form of a facsimile or sent via the Internet as a'pdr (portable document format) or other replicating Image attached to an e-mail message; and, 'electronically signed document" means a decrement trarwrdtthd by electronic means and containing, or to which there Is affixed, an electronic signature. Uefhdtlons: • 'Active User(s)' means Customer%Users with active assigned Scots. "Confidential Information' means all Information or material disclosed by a party (the "Disclosing Party") to the other party (the 'Receiving Party*), whethaoraly or in writing, which: (a) gives either party sale competitive business advantage or oppdtwity of ahbining some competitive business advantage, or the disclosure of which may be detrimenbl to the Interests of the Disclosing Patty; and (b) Is ether p) marked "Confidential; "Restricted," "Proprietary," or Includes other similar marldngs, (0) Wtown by the parties to be confidential and proprietary, at (dQ from all the relevant circumstances should reasonably be assumed to be confidential and proprietary. The Products and Services are deemed Confidential Information ofPhlAftewag. • "PhishFirewall' means PNshFkewall, Inc • 'Products' means any Software, Services, and/or Web Hosted Services that PhlshFiretvall offers to Customer, Including any oocumentatia. • 'Product Support' means any maintenance and support of any Products provided by PhishFlrewall. '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 • "Seat(s)' refers to the number of Users permitted access to die Products and/or Services pursuant to the user count purchased via a Quote. • Services"means any professional services, Including tnplementatlon and Installation services, managed services, orconsulbricy services, agreed upon by the parties, and set forth in a Quote or any additional Product Support purchased pursuant to a Quote. PhlshFlrewall may requite Customer to enter Into a statement of work ('SOW") detalling die 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 PhlshFirewall delivers any updates or enhancements to Customer as part of Product Support, such updates and enhancements will be deemed Included In the definrdDn of "Software," • 'User(s)" means any of Customer's employees or Its other third parties to wham Customer gives access to the Products and Services. • "Web Hosted Sawkee means an applicadon and/or database product hosted by PhIshFlrewall or Its agents and made available for remote access and use by Customer under this Agreenhent.