“Affiliate” means an entity that, directly or indirectly, through one or more entities, controls; is controlled by; or is under common control with, the specified entity. For purposes of the preceding sentence, “control”, when used with respect to an entity, means the power to direct management and policies of the entity, directly or indirectly, whether through ownership of voting securities, by contract, or otherwise.
“Channel Partner Registration Form” means the channel partner registration form, which MSP is required to complete prior to reselling or providing managed services for KnowBe4’s Subscription Services.
“Confidential Information” means all information or material disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, which: (a) gives either party some competitive business advantage or opportunity of obtaining some competitive business advantage, or the disclosure of which could be detrimental to the interests of the Disclosing Party; and (b) is either (i) marked “Confidential,” “Restricted,” or “Proprietary” or includes other similar markings; (ii) known by the parties to be considered confidential and proprietary; or (iii) from all the relevant circumstances should reasonably be assumed to be confidential and proprietary. The Subscription Services are deemed Confidential Information of KnowBe4.
“Customer" means an entity to whom MSP resells Subscription Services for that entity’s own use (and that of its Users) solely in connection with that entity’s internal business operations and not for transfer or resale of any kind.
"Customer Data" means any data or other information collected from Customers through the Subscription Services or input into the Subscription Services by Customers including, but not limited to, Personal Data and/or any customer content or materials derived, processed, or stored through the Subscription Services by Customer or on behalf of Customer
"Data Privacy Laws" means, as the case may be, if and when applicable, the EU General Data Protection Regulation 2016/679 (“GDPR”), the implementing acts of the foregoing by the Member States of the European Union and/or Singapore’s Personal Data Protection Act of 2012, the Act on Protection of Personal Information (“APPI”) of Japan, the Lei Geral De Proteção De Dados (“LGPD”) of Brazil, the Protection of Personal Information Act (“POPIA”) of South Africa, and/or any other Applicable Law or regulation relating to the protection of Personal Data, personally identifiable information or protected health information.
"Documentation" means KnowBe4’s then-current generally available documentation, specifications, guides, user manuals, etc., for the Subscription Services and and Professional Services, located at knowbe4.zendesk.com/hc/en-us or such other URL as KnowBe4 may provide from time to time.
“End User(s)" or “User(s)” means a Customer’s authorized employees or independent contractors with an assigned unique business email address (i.e., an email address using domain names that Customer owns or is authorized by the domain name owner to use for the purposes contemplated herein), who may access the applicable Subscription Services.
"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Maintenance and Support” means maintenance and support services provided by MSP to Customers and its Users to the extent necessary. Maintenance and Support shall be the sole responsibility of MSP, at MSP’s sole expertise, cost, and expense, and shall not include maintenance services or call center support for MSP customers provided by KnowBe4.
“Managed Services” means all technical training, Customer and/or User training, system administration training, Maintenance and Support, Professional Services, or any other services provided by MSP to Customers and its Users. MSP may charge Customers for Managed Services, as MSP may determine, as long as any such charges are in line with the KnowBe4 MSP Standards of Engagement.
"Mark(s)" means any trademark, service mark, trade name, logo, domain name, or other indicator of source, affiliation, or sponsorship, whether registered or unregistered.
“Marketing Materials" means any advertising, promotional, or marketing materials for or relating to the Subscription Services that KnowBe4 may make available to MSP from time to time during the Term.
“MSP Standards of Engagement" means KnowBe4’s most current document that outlines the rules of engagement for any KnowBe4 MSP, located at knowbe4.com/managed-service-provider-standards-of-engagement, or such other URL locations on KnowBe4’s website as KnowBe4 may provide from time to time.
“Partner Code of Conduct” means the then-current KnowBe4 ethical and behavioral requirements for channel partners, located at knowbe4.com/partner-code-of-conduct, or such other URL locations on KnowBe4’s website as KnowBe4 may provide from time to time.
“Partner Portal” means the KnowBe4 website for channel partners to access their account details, policies, and additional information relating to the KnowBe4 Partner Program, currently accessible by logging in at knowbe4.com/partners or such other URL locations KnowBe4 may provide from time to time.
“Partner Program” means, collectively, KnowBe4’s channel partner program, including without limitation, any benefits, rights, obligations, and restrictions of KnowBe4’s channel partners as described in this Agreement, the Partner Portal documentation (including without limitation the Partner Program Guide), as well as any associated documentation, terms, guidelines and agreements as may be provided to KnowBe4’s channel partners from time to time.
“Personal Data” means personally identifiable information as defined by applicable law. MSP will be responsible for obtaining all rights, permissions, and authorizations to provide Customer Data to KnowBe4 for use as contemplated under this Agreement.
“Professional Services” means any professional services, including implementation and installation services, managed services, consultancy services, or services for the customization or branding of Training Content as would be detailed in a separately executed statement of work (“SOW”).
“Quote” means a purchasing document, or other similar document, such as a purchase order or SOW, in connection with a purchase under this Agreement between MSP and KnowBe4.
“Representative(s)” means with respect to a party, the party’s and its subsidiaries, Affiliates, or any of its or their respective employees, officers, directors, partners, shareholders, managers, attorneys, accountants, lenders, advisors, independent contractors, representatives, or agents.
“Seats” means the number of Users allowed access to the Subscription Services at any given time.
"Software" means the object code version of any Software that may be licensed by a Customer for installation on the Customer’s systems, subject to the Terms of Service. To the extent KnowBe4 makes available any updates or enhancements, such updates and enhancements will be included in the definition of “Software”.
"Subscription Services" means any Web Hosted Services, Software, Support Services, Professional Services, Training Content, and/or other services that KnowBe4 offers, and such upgrades, enhancements, new versions or releases, bug fixes, and any workarounds that KnowBe4 makes available pursuant to this Agreement, including any Documentation.
“Terms of Service" means KnowBe4’s then-current subscription terms setting forth the terms and conditions of a Customer’s, and its End User's, permitted use of one or more Subscription Services. A copy of the latest Terms of Service is available online at knowbe4.com/terms, or such other URL locations on KnowBe4’s website as KnowBe4 may provide from time to time, which may be amended from time to time in KnowBe4’s sole discretion.
“Territory” means the geographical area described in the KnowBe4 Channel Partner Registration Form. If territory is left blank, then the Territory will be defined as the United States.
“Training Content” means digital courseware, training modules, testing and training templates, games, posters, artwork, videos, newsletters, security documents, or other content and materials provided by KnowBe4 and/or its third party licensors.
“Web Hosted Services” means an application and/or database services hosted by KnowBe4 or its agents and made available for remote access and use by Customers subject to the Terms of Service.