Kevin Mitnick Security Awareness Training
The Kevin Mitnick Security Awareness Training (the “Software”) contains computer programs and other proprietary material and information, the use of which is subject to and expressly conditioned upon acceptance of the terms and conditions set forth in this License Agreement (this “License Agreement”). This License Agreement is a legally binding document between you (the “Customer”) and KnowBe4, LLC (“Knowbe4”). Unless agreed otherwise in writing, this License Agreement governs Customer's use of the Software.
By proceeding with the installation, downloading, or use of the Software or authorizing any other person to do so, you are representing to KnowBe4 that you are (i) authorized to bind the Customer (if the Customer is an entity); and (ii) agreeing on behalf of the Customer that the terms of this License shall govern your relationship with KnowBe4 with regard to the subject matter in this License Agreement and are waiving any rights, to the maximum extent permitted by applicable law, to any claim anywhere in the world concerning the enforceability or validity of this License Agreement.
1. License. KnowBe4 grants to the Customer, for internal productive use and not for resale, a limited, non-exclusive, non-transferable license ("License") to access and use the Software specified in one or more quotes or other documents specifying terms of access for the Software (“Quotes”) issued by KnowBe4’s authorized Reseller or Reseller and accepted by Customer. The Software is being licensed to you and not sold. Additional restrictions on use of the Software shall be specified in the applicable Quote, and these license terms shall be incorporated as part of the Quote. Customer may use the Software solely to train no more than the number of Customer's employees specified in the Quote. Access will be provided only to employees of Customer and independent contractors acting as authorized agents of Customer accessing the Software from the domains listed in the Quote. KnowBe4 and its licensors and/or suppliers, as applicable, shall retain all right, title and interest to the Software including all patents, copyrights, trademarks, trade secrets, and other proprietary rights thereto. Unless KnowBe4 agrees otherwise in writing, these license terms and the additional restrictions in the Quote are the sole and exclusive terms governing Customer's use of the Software. Customer agrees to these license terms and the additional restrictions in the Quote by accessing the Software, executing a Quote or other document which references the Quote, or issuing a purchase order based on the Quote. If Customer agrees to a KnowBe4 click wrap license agreement prior to its access of the Software, in the event of conflict between these license terms and the KnowBe4 click wrap license agreement, the terms of the KnowBe4 click wrap license agreement shall apply. If Customer does not agree to these license terms, Customer should not access the Software.
2. Customer Obligations.
2.1 Customer covenants that it will comply with its use of the Software, including but not limited to all applicable laws pertaining to mail fraud, access device fraud, identify theft, bank fraud, wire fraud, computer fraud and abuse, privacy protection, email fraud, spam, and the protection of trademarks and copyrights.
2.2 “Customer Content” shall mean information and materials provided by Customer or its employees or agents, regardless of form, including (without limitation) Customer trademarks, trade names, service marks, logos and designs, e-mail addresses of Customer personnel, and images, graphics, and text, in connection with the use of the Software. Customer shall be solely responsible for the accuracy of all Customer Content and for obtaining all required rights and licenses to use and display all Customer Content in connection with Customer's use of the Software. When accessing and using the Software, Customer and its employees and agents shall not include Customer Content that is obscene, offensive, inappropriate, or that violates any applicable law or regulation, contract, or privacy or other third party right, or that otherwise exposes KnowBe4 or its Reseller/Resellers to civil or criminal liability. Customer acknowledges that the Software is designed to assist Customer in training end users and can include developing customized fake cyber security attack campaigns for purposes of employee training, but that Customer, and not KnowBe4 or any KnowBe4 Reseller/Resellers, shall be solely responsible for compliance with all laws and governmental regulations, and any results in connection with its use of the Software (including any reports or information produced in connection therewith).
2.3 Customer shall keep the credentials (e.g. usernames and passwords) provided by KnowBe4 and/or chosen by Customer in connection with the use of the Software confidential and not disclose any such credentials to any third party. In addition, Customer shall notify KnowBe4 immediately upon the disclosure of any such credentials, and upon any termination of the engagement of any employees or agents of Customer with knowledge of any such credentials, so that such credentials can be changed. KnowBe4 is not responsible for (i) Customer's access to the Internet, (ii) interception or interruptions of communications through the Internet, or (iii) changes or losses of data through the Internet.
3. Term and Termination. This License Agreement shall remain in effect during the initial term specified in the Quote and for any renewal term as to which the Customer pays the then current renewal subscription fee. In the event of a material breach of this License Agreement by Customer, KnowBe4 may immediately terminate this License Agreement and the License to use all Software by written notice to Customer. For any other breach of this License Agreement, KnowBe4 will provide Customer with fifteen (15) days written notice of such breach and if Customer does not cure the breach within the fifteen (15) day notice period, KnowBe4 may immediately terminate this License Agreement and the rights and licenses set forth herein. Upon any termination, Customer's right to use and access the Software shall be terminated.
4.1 Customer acknowledges that the Software, related documentation, and other confidential information that may be provided by KnowBe4 or its authorized representative Reseller or reseller (collectively "Confidential Information") is confidential information of KnowBe4. Customer agrees not to disclose the Confidential Information to third parties or use the Confidential Information other than in connection with its License rights under this Agreement. Customer will use at least the same security measures as Customer uses to protect its own confidential and trade secret information but no less than reasonable measures to protect the Confidential Information. Confidential Information shall not include information: (i) already in Customer's possession at the time of disclosure, (ii) that is or later becomes part of the public domain through no fault of Customer, or (iii) is required to be disclosed pursuant to law or court order provided that Customer shall notify KnowBe4 prior to such required disclosure and assist KnowBe4 in preventing or limiting such required disclosure.
4.2 Customer agrees and acknowledges that any breach of the provisions regarding ownership or confidentiality contained in this Agreement shall cause KnowBe4 irreparable harm and KnowBe4 may obtain injunctive relief as well as seek all other remedies available to KnowBe4 in law and in equity in the event of breach or threatened breach of such provisions.
4.3 Customer acknowledges that KnowBe4 may aggregate data from Customer for analysis and reporting, provided that none of the individual data is able to be identified as received from Customer or any of its employees or independent contractors.
5.1 KnowBe4 warrants that the Software will substantially conform to the documentation for the Software for a period of ninety (90) days beginning the date Customer is granted initial access to the Software. Customer’s sole remedy and KnowBe4’s sole obligation in the event of breach of this warranty is, at KnowBe4’s option, correction of the substantial nonconformity or a refund of the license fee received by KnowBe4 for the Software. The above warranty does not apply in the event that (i) claims result from acts or omissions caused by persons other than KnowBe4 or from products, material, or software not provided by KnowBe4, or (ii) claims are not reported to KnowBe4 within the warranty period or are not documented by Customer.
5.2 KNOWBE4 DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS RELATED TO THE SOFTWARE AND ACCESS TO THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY WITH RESPECT TO THE DOCUMENTATION, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
6. Limitation of Liability. IN NO EVENT SHALL KNOWBE4 (OR ANY OF ITS LICENSORS, IF ANY) BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR DATA LOSS, EVEN IF KNOWBE4 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. KNOWBE4'S TOTAL LIABILITY RELATED TO THIS AGREEMENT, REGARDLESS OF THE CLAIM, SHALL NOT EXCEED THE AMOUNT OF THE INITIAL LICENSE FEE RECEIVED BY KNOWBE4 FOR THE LICENSE GIVING RISE TO SUCH LIABILITY.
7. Miscellaneous. Customer acknowledges that the Software is subject to the laws and export regulations of the United States, and Customer agrees to comply with all such laws and regulations. This Agreement may not be assigned or transferred by Customer without the written consent of KnowBe4. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. Any failure of either party to enforce any of the provisions of this Agreement will not be construed as a waiver of such provisions or the right of the party thereafter to enforce each and every such provision. In the event any provision of this Agreement is found to be invalid or unenforceable, the parties hereby agree that the court shall enforce such provision to the extent permitted by law and, to the extent such provision is not enforceable, shall enforce the remainder of this Agreement as if such provision were not included in this Agreement. This Agreement shall be governed by the internal, substantive laws of the State of Florida, without regard to its conflicts of law provisions. All disputes arising from or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Hillsborough County, Florida.