FREE DOWNLOADABLE TOOLS
SOFTWARE LICENSE AGREEMENT
Version Date: June 10, 2022
PLEASE READ THE FOLLOWING FREE DOWNLOADABLE TOOLS SOFTWARE LICENSE AGREEMENT AND ANY LINKED OR ACCOMPANYING DOCUMENTATION (THE “AGREEMENT”) CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE KNOWBE4, INC., OR ANY OF ITS AFFILIATES’ (“KNOWBE4”) SOFTWARE THAT ACCOMPANIES THIS SOFTWARE LICENSE AGREEMENT (THE “SOFTWARE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SOFTWARE. KnowBe4 may update or make changes to this Agreement from time to time. KnowBe4 encourages You to periodically review and check this Agreement at knowbe4.com/legal, or such other URL locations on KnowBe4’s website as KnowBe4 may provide from time to time, for updates to stay informed about the terms that govern Your use of the Software. Your continued use of the Software after KnowBe4 makes any changes is deemed to be an acceptance of those changes. The Software may not be accessed for purposes of monitoring their availability, performance, or functionality; for any other benchmarking or competitive purposes; or as otherwise restricted by this Agreement. KnowBe4’s competitors (or third party agents acting on behalf of such competitors) are prohibited from accessing the Software.
KnowBe4 is willing to license the Software to You only upon the condition that You accept all the terms contained in this Agreement. By clicking to accept where indicated below or by downloading, installing, and/or using the Software, You are indicating You understand this Agreement and accept all of its terms. If You do not accept all of the terms of this Agreement, then KnowBe4 is unwilling to license the Software to You, and You must delete/destroy all copies of the Software.
- Grant of License & Restrictions.
- Free License. You are using a free version of the Software, conditioned upon Your compliance with the terms and conditions of this Agreement. KnowBe4 hereby grants You a limited, non-exclusive, non-sublicensable, non-transferable and royalty-free license, not for resale or publication, to Execute a single copy of the Software for Your internal business evaluation purposes. For purposes of this Agreement, “Execute” and “Execution” means to load, install, and run the Software locally on a computer in order to benefit from its functionality as designed by KnowBe4. Some Software or other components may be offered under an open source license, located at support.knowbe4.com/hc/en-us/articles/360000870387-Open-Source-Licensing-Information or such other URL locations on KnowBe4’s website as KnowBe4 may provide from time to time.
- Restrictions on Free License. You may not use on behalf of, or make the functionality of the Software available to, third parties for any purpose including, but not limited to, providing any computer repair, help desk, or troubleshooting service. You may not combine this Software with any third party script, application, hardware, or tools that would cause it to run on an automated or unattended basis. You may not: (a) copy (except in the course of loading or installing) or modify the Software including, but not limited to, adding new features or otherwise making adaptations that alter the functioning of the Software; (b) transfer, sublicense, lease, lend, rent, or otherwise distribute the Software to any third party; (c) use the Software in a manner that violates applicable law or this Agreement; or (d) make the functionality of the Software available to any third party through any means including, but not limited to, by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS), or any other type of services. You acknowledge and agree that portions of the Software including, but not limited to, the open source code and the specific design and structure of individual modules or programs constitute or contain trade secrets of KnowBe4 and its licensors. Accordingly, You agree not to disassemble, decompile, or reverse engineer the Software, in whole or in part, or to permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law, notwithstanding this prohibition.
- Ownership. Each copy of the Software is licensed, not sold. For purposes of this Agreement, the terms “purchase,” “sell,” and like terms refers to purchase or sale of a license to use the Software and not to a purchase or sale of title to, or ownership of, any rights or other interests in the Software. You acknowledge and agree that KnowBe4 owns and retains all rights, titles, and interests, including intellectual property rights, in the Software and all enhancements, modifications, and updates thereto. Except for express licenses granted in this Agreement, KnowBe4 is not granting or assigning You any right, title, or interest, express or implied, in or to KnowBe4’s intellectual property. KnowBe4 reserves all rights in such property. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights, notices, or markings appearing on the Software as delivered to You. KnowBe4 reserves all rights in the Software and related data not expressly granted to You in this Agreement.
- Updates. From time to time, KnowBe4 may, but has no obligation to, provide updates to the Software. You are required to update the Software regularly, or to set it to update automatically if that feature is available in Your version of the Software. Nothing in this Agreement entitles You to receive any support, maintenance, updates, upgrades, content, or new versions of the Software. KnowBe4 reserves the right to designate any updates, additional content, or features as requiring a separate payment or purchase of a separate subscription at any time. KnowBe4 specifically reserves the right to cease providing, updating, or maintaining the Software at any time, in its sole discretion. If You have entered into a separate maintenance and support, or similar, agreement with KnowBe4 that is intended to cover the Software in accordance with the license granted herein, then KnowBe4 will provide Software maintenance and support in accordance with the terms of that agreement.
- Free License Term. You have obtained a license to a free version of the Software. Your license will continue until terminated in accordance with this Agreement. KnowBe4 reserves the right to discontinue Your license at any time.
- Termination Rights. You may terminate the license at any time by destroying all copies of the Software that are in Your possession or control. The license granted under this Agreement will automatically terminate, with or without notice from KnowBe4, if You breach any term of this Agreement.
- Effects of Termination. Upon termination or expiration of this Agreement, Your rights to use the Software and related materials will immediately cease. You must return or destroy all copies (original and duplicates) of the Software and related materials. Upon request by KnowBe4, You agree to provide KnowBe4 a certification of destruction.
- Confidentiality. “Confidential Information” means all information or materials disclosed by KnowBe4 to You, whether orally or in writing, that: (a) gives KnowBe4 some competitive business advantage, gives KnowBe4 an opportunity of obtaining some competitive business advantage, or the disclosure of which may be detrimental to the interests of KnowBe4; and (b) is either: (i) marked “Confidential,” “Restricted,” “Proprietary,” or includes other similar markings; (ii) known by the parties to be confidential and proprietary; or (iii) from all the relevant circumstances should reasonably be assumed to be confidential and proprietary. For the avoidance of doubt, the Software and any related materials are deemed Confidential Information of KnowBe4. Except as expressly provided in this Agreement, You will not use or disclose any Confidential Information of KnowBe4 without KnowBe4’s prior written consent by an authorized representative, except disclosure to, and subsequent uses: (a) by Your employees or consultants on a need-to-know basis, provided that such employees or consultants have executed written agreements restricting use or disclosure of such Confidential Information that are at least as restrictive as Your obligations under this Section; and/or (b) as required pursuant to a subpoena or other similar order of any court or government agency, provided however, that the party receiving such subpoena or order will promptly inform the other party, in writing, and provide a copy thereof (unless notice is precluded by the applicable process), and will only disclose that Confidential Information as necessary to comply with such subpoena or order. Subject to the foregoing nondisclosure and non-use obligations, You will use at least the same degree of care and precaution that You use to protect the confidentiality of Your own Confidential Information and trade secrets of similar nature, but in no event less than reasonable care. You acknowledge that due to the unique nature of KnowBe4’s Confidential Information, KnowBe4 will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Confidential Information. In addition to any other remedies that may be available in law, in equity, or otherwise, KnowBe4 will be entitled to seek injunctive relief to prevent such unauthorized use or disclosure. Your obligations of confidentiality under this Section will survive until such time as all Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction of Yours, provided that such obligations related to Confidential Information constituting KnowBe4’s trade secrets will continue so long as such information remains subject to trade secret protection pursuant to applicable law.
- Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KNOWBE4 DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM KNOWBE4 OR ELSEWHERE, WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION, MARKETING, OR PROMOTIONAL MATERIALS OR ADVICE GIVEN BY KNOWBE4 OR KNOWBE4’S AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES PROVIDED HEREIN. YOU ACKNOWLEDGE THAT ANY CONTENT OR MATERIALS ARE FOR GENERAL INFORMATION PURPOSES ONLY AND THAT KNOWBE4 IS NOT A LAW FIRM, NOR DOES IT PROVIDE ANY PROFESSIONAL OR ADVISORY SERVICES. THE INFORMATION PRESENTED IS NOT LEGAL ADVICE AND IS NOT TO BE ACTED ON AS SUCH. THE SOFTWARE MAY CONTAIN THE TRADE NAMES OR TRADEMARKS OF VARIOUS THIRD PARTIES AND, IF SO, ANY SUCH USE IS FOR ILLUSTRATIVE AND EDUCATIONAL PURPOSES ONLY. ALL SOFTWARE AND COMPANY NAMES ARE PROPERTY OF THEIR RESPECTIVE OWNERS. USE OR DISPLAY OF THE TRADEMARKS DOES NOT IMPLY ANY AFFILIATION WITH, ENDORSEMENT BY, OR ASSOCIATION OF ANY KIND BETWEEN SUCH THIRD PARTIES AND KNOWBE4. THE SOFTWARE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT KNOWBE4 AND ITS THIRD PARTY PROVIDERS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (A) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (B) UNAUTHORIZED USERS (E.G., HACKERS), MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE DATA, WEBSITES, COMPUTERS, OR NETWORKS. KNOWBE4 WILL NOT BE RESPONSIBLE FOR THOSE ACTIVITIES. FURTHER, KNOWBE4 DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD PARTY PROVIDERS. YOU ARE SOLELY RESPONSIBLE FOR ANY THIRD PARTY PROVIDERS’ ACTIONS USING FEATURES OR COMPONENTS OF THE SOFTWARE THAT INTEGRATE WITH YOUR INFORMATION TECHNOLOGY SYSTEMS AND ACKNOWLEDGE THAT KNOWBE4 IS NOT RESPONSIBLE FOR: (I) YOUR ACTIONS WITHIN YOUR SYSTEMS USING SUCH FEATURES OR COMPONENTS; (II) YOUR BACKUPS OF YOUR INFORMATION TECHNOLOGY SYSTEMS; AND/OR (III) YOUR COMPLIANCE WITH APPLICABLE LAW. KnowBe4 does not warrant that the Software will meet Your requirements, that the Software will operate in the combinations that You may select for Execution, that the operation of the Software will be error-free or uninterrupted, nor that all Software errors will be corrected. KnowBe4 specifically disclaims any warranty or representation as to the Software’s ability to eliminate any specific security vulnerabilities.
- Indemnity. You will defend and indemnify KnowBe4 and hold it harmless from any and all claims, losses, deficiencies, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees) incurred by KnowBe4 as a result of any claim by a third party arising from: (a) Your use of the Software in breach of this Agreement; or (b) KnowBe4’s authorized use of data (including all information uploaded to the Software by You) associated with Software. The foregoing indemnification obligation is contingent upon KnowBe4 promptly notifying You in writing of such claim (provided the failure or delay in doing so shall not relieve You from any obligations to indemnify KnowBe4 except to the extent that such delay or failure materially prejudices the defense of such claim), permitting You sole authority to control the defense or settlement of such claim, provided that You may not settle any such claim unless it unconditionally releases KnowBe4 of all liability, and KnowBe4 provides You reasonable assistance (at Your sole expense) in connection therewith.
- Limitation of Liability. KNOWBE4’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED. IN NO EVENT WILL KNOWBE4, OR ANY OF ITS SHAREHOLDERS, OFFICERS, DIRECTORS, REPRESENTATIVES, EMPLOYEES, AGENTS, THIRD-PARTY LICENSORS, SUPPLIERS, AND CONTRACTORS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS, OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR FOR THE EXECUTION OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT KNOWBE4 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- International Trade Compliance. The sale, resale, or other disposition of the Software and any related technology or documentation is subject to various economic sanctions, export control laws, and other restrictive trade measures administered by the U.S. and other applicable governments. Because these laws may have extraterritorial effect, You will comply with all such measures where applicable including, without limitation: (a) the Export Administration Act of 1979, as amended (50 U.S.C. §§ 2401–2420) and the Export Administration Regulations, 15 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. Department 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 anti-boycott regulations, guidelines, and reporting requirements under the Export Administration Regulations and Section 999 of the Internal Revenue Service Code. You understand and acknowledge that You are solely responsible for complying with such laws whenever applicable. You further understand and acknowledge that You will not directly or indirectly export, import, sell, disclose, or otherwise transfer any Software or any related technology or documentation to any country or party subject to such restrictions, and that You are solely responsible for obtaining any license(s) to export, re-export, or import the Software that may be required.
- General. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to or application of conflict of laws rules or principles. The parties consent and submit to the jurisdiction and venue of the state and federal courts located in Hillsborough County, Florida for any dispute relating to the terms, interpretation, or performance of this Agreement (other than claims for preliminary injunctive relief or other pre-judgment remedies). THE PARTIES HERETO SHALL, AND THEY HEREBY DO, WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT. The United Nations Convention on Contracts for the International Sale of Goods will not apply. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without KnowBe4’s prior written consent, and any attempt by You to do so, without such consent, will be void. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. Nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. The headings contained in this Agreement are for purposes of convenience only and will not affect the meaning or interpretation of this Agreement. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings, or communications between the parties, oral or written, regarding its subject matter, unless You and KnowBe4 have executed a separate signed agreement. Any terms or conditions contained in a purchase order or other purchasing document that are inconsistent with, or in addition to, the terms and conditions of this Agreement are hereby rejected by KnowBe4 and will be deemed null and void.
- Contact Information. You may email email@example.com for questions about the Software or this Agreement, provided all notices pertaining to contractual or legal matters are clearly identified and marked as Legal Notices for the attention of the KnowBe4 Legal Department.