23-219.00PhishFirewallSecurityAwarenessTrainingphishfirewall
Proposal
Autonomous Security Awareness Training
And Phishing Simulation
Prepared for:
City of Spokane Valley
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Prepared for:
Chad Knodel
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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!
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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.
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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
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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
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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
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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
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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
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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,
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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
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-_ 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.
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. 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.
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• &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.
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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
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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.
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• 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
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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
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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.