Last Updated: October 15, 2019
KnowBe4 owns and retains all right, title and interest (including without limitation all copyrights patents, moral rights, trademark rights, and other intellectual property and industrial property rights) in, to and associated with its products, services, the Portal, and any materials which can be found on the Portal and all software and technology used to provide the products and services and related documents and information and all derivative works based on the foregoing, including, but not limited to, modifications or derivative works created at the request of Partner, a customer, user, or other such third party.
All information, data, content, or materials that may be uploaded to, found on, or accessed in the Portal, including but not limited to, prospect or customer information, opportunity registration information, account information, business information, or user information (collectively “Content”) provided by KnowBe4 are protected by privacy, confidentiality, trademark, service mark, trade dress, copyright or other intellectual property rights or licenses held by KnowBe4 or third parties who have licensed such Content to KnowBe4.
Subject to full compliance with the terms of this Agreement, KnowBe4 grants Partner a non-commercial, non-exclusive, non-transferable, limited right to access and use the Portal for Partner’s business purposes. Partner acknowledges that all Content is provided “AS IS.” KnowBe4 does not provide formal support via the Portal and makes no representations or warranties, express or implied, that the Content on the Portal is accurate, timely or complete. Use of any Content is at Partner’s own risk and KnowBe4 makes no promises, guarantees, representations or warranties regarding the Portal’s availability. KnowBe4 reserves the right to monitor, delete, move, or edit any Content on the Portal, but is not obligated to do so. Partner may display and print for its own use, and for the use of its customers, information received via the Portal that pertains to Partner or Partner’s customers and its business with KnowBe4. The license to use the Portal granted in this Agreement will terminate automatically in the event that Partner ceases to be a Partner of KnowBe4, in KnowBe4’s sole discretion. KnowBe4 may deactivate or remove Partner’s access to the Portal at any time in KnowBe4’s sole discretion. The license to access and use the Portal granted in this Agreement may be terminated at any time by KnowBe4, without notice to Partner. Except as expressly provided in this Agreement, Partner may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Portal Content. Partner may only use KnowBe4 Content and materials on the Portal for marketing purposes that are expressly labeled as marketing materials for Partner’s use, provided Partner does not modify any such Content or materials, or remove or alter KnowBe4’s logos, marks, or other such proprietary rights notices. Partner must reproduce the proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original. Partner may only use KnowBe4’s logo in accordance with KnowBe4’s logo guidelines for its marketing purposes. If expressly permitted, via the Portal or otherwise in writing by KnowBe4, Partner may add its logo to marketing materials as designated by KnowBe4 for Partner’s use.
While it is possible for Partner to upload its own Content to the Portal, Partner agrees that it is solely responsible for any activity associated with Partner’s account and any Content Partner submits, posts, transmits, includes, links to or otherwise uploads to the Portal (“Upload(s)” and derivatives thereof). By Uploading any Content to the Portal, Partner hereby grants KnowBe4 an irrevocable, perpetual, non-exclusive, worldwide, fully-paid and royalty-free right and license to use, copy, modify, reproduce, translate and publish any such Content for KnowBe4’s business purposes (including, but not limited to, providing the Portal). All Uploads submitted via the Portal are hosted by a third party service provider (i.e. Salesforce.com.), not KnowBe4, and KnowBe4 shall have no liability whatsoever for the security or storage of such Uploads. Partner understands that the Portal is neither intended nor designed for the Uploading, collection, storage or protection of any protected health information (“PHI”) governed by the Health Insurance Portability and Accountability Act and its implementing regulations (“HIPAA”), nor does it need or request any non-public consumer personally identifiable information or financial information governed by the Gramm-Leach-Bliley Act (“GLBA”) or payment card information covered by the Payment Card Industry Data Security Standards (“PCI DSS”). Partner should never disclose, or allow to be disclosed, PHI, information protected by PCI DSS or GLBA, or other sensitive information to KnowBe4. In the event that Partner discloses such information (which would be a violation of this Agreement), you, on behalf of your organization, acknowledge that KnowBe4 does not take steps to ensure its products are HIPAA or PCI compliant. All obligations of the aforementioned regulations remain solely with the Partner.
Notwithstanding the licenses granted herein, to the extent that Partner’s Content includes any suggestions, ideas, enhancement requests, feedback, recommendations or other information related to KnowBe4’s products or services (“Feedback”), Partner hereby assigns all intellectual property rights in such Content to KnowBe4, without compensation to you or any third party. In addition, Partner agrees that KnowBe4 may use, copy, modify, reproduce, translate and publish such Feedback for any purpose and in any way, including implementation in its products or services. If you do not wish to grant KnowBe4 the rights set forth in this Agreement, do not post any Feedback or other such Content on the Portal or otherwise access the Portal. Partner shall not, directly or indirectly: (i) alter or remove or permit a third party to alter or remove any Portal Content not Uploaded by Partner; (ii) use, remove or alter any KnowBe4 trademarks, service marks, logos, trade names, copyrights or other proprietary notices without KnowBe4’s express written permission; (iii) distribute copies of Portal Content not Uploaded by Partner in any manner not explicitly permitted by this Agreement, (iv) Upload any infringing, offensive, fraudulent, harmful or illegal Content (including, but not limited to, viruses, disabling devices, trojan horses, or any code, files or programs that may modify, damage, interrupt, or compromise the functionality or security of KnowBe4’s systems or the Portal itself); or (v) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any KnowBe4 software, service, product or documentation (including, but not limited to, this Portal), or create or attempt to create a substitute or similar service or product through the use of or access to the Portal or any information, data or materials related thereto. There may be links on the Portal, or from communications Partner receives within the Portal, to third party services, websites or applications. KnowBe4 does not control, maintain or necessarily endorse any such third party services, websites or applications. Partner expressly acknowledges and agrees that KnowBe4 is not responsible or liable for any such third party services. Partner’s correspondence and business dealings with third-parties found through the Portal are solely between Partner and the third party.
In order to register an opportunity, the opportunity must be a new Partner-originated opportunity for KnowBe4 that was obtained through the direct assistance of Partner. The opportunity registration is contingent upon registration of the opportunity through the Portal and written or electronic acceptance of the opportunity by KnowBe4. The Partner is required to accept (in writing or through the electronic acceptance through the Portal): (i) KnowBe4’s Partner Program Requirements & Guidelines; (ii) a valid Reseller Agreement, MSP Agreement, Distribution Agreement, Referral Agreement or such other agreement for the resale or promotion of KnowBe4’s products and services between KnowBe4 and Partner or between Partner and an authorized Distributor of KnowBe4 (“Partner Agreement”); (iii) Partner Code of Conduct; (iv) Trade Compliance Certification; and (v) any other such agreements or terms, including any terms required to be accepted when accessing the online Portal. The terms and conditions related to any successfully registered and closed opportunity will be governed solely by such separate Partner Agreement. All opportunities must be registered by an eligible Partner located in the geographic territory as the territory is defined in the Partner Agreement. Opportunity registration is only valid for opportunities with 25 or more user/seat counts. KnowBe4 makes no promises, guarantees, representations or warranties that an opportunity registered by Partner will result in any services, payment or other benefits to Partner or Partner's prospective customers.
Partner hereby represents and warrants that it has, and that is shall, comply with all applicable data protection laws in connection with this Portal and any data it provides by way of this Portal, or otherwise, to KnowBe4. Partner shall ensure all necessary safeguards and agreements are in place in order to ensure the proper handling of any data, subject to applicable data protection laws. The Partner will notify KnowBe4 of any obligations KnowBe4 may have under applicable data protection laws prior to transferring or storing any such data in or in conjunction with KnowBe4’s products, services or this Portal. Partner agrees to indemnify, defend and hold KnowBe4 harmless for any such violation of this Section.
ANTI-BRIBERY AND CORRUPTION
The Partner shall not permit any of its subsidiaries or affiliates or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents (collectively, “Representatives”) to, promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, any government official or private party, in each case, in violation of the U.S. Foreign Corrupt Practices Act (“FCPA”), the United Kingdom Bribery Act (“UKBA”), the Canadian Corruption of Foreign Public Officials Act (“CCFPA”), or any other applicable anti-bribery or anti-corruption law applicable in the jurisdictions where KnowBe4, the Partner, or its Representatives conduct business (collectively “Anti-Bribery Laws”). The Partner shall cause each of its subsidiaries and Affiliates to, cease all of its or their respective activities, as well as remediate any actions taken by the Partner, its subsidiaries or Affiliates or any of its or their respective Representatives in violation of any Anti-Bribery Laws. The Partner shall also cause each of its Affiliates and subsidiaries to, maintain systems or internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with such Anti-Bribery Laws.
INTERNATIONAL TRADE COMPLIANCE
Partner acknowledges that the product, services, technology, and any associated technical data received from KnowBe4 in accordance with the terms hereunder are subject to economic sanctions, export controls, and other restrictive trade measures enforced by the United States and other applicable jurisdictions. In the performance of its obligations hereunder, Partner shall at all times strictly comply with all laws, regulations and orders, and agrees to commit no act which, directly or indirectly, would violate any such laws, regulations or orders, including, without limitation, (1) the Export Administration Act of 1979, as amended (50 U.S.C. app. 2401-2420) and the Export Administration Regulations, 15 C.F.R. §§ 730-774 (“EAR”); (2) the Arms Export Control Act, 22 U.S.C. § 2778, and the corresponding International Traffic in Arms Regulations (“ITAR”); (2) 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. Part 500 et seq., and the U.S. Department of State; and (iv) the anti-boycott regulations, guidelines, and reporting requirements under the Export Administration Regulations and Section 999 of the Internal Revenue Service Code. Additionally, Partner shall not, and shall cause its representatives (if any) not to (a) export, re-export, divert or transfer KnowBe4 product, services or any direct product thereof to any destination, company or person restricted or prohibited by the ITAR, EAR, or other applicable export controls, or (b) disclose any data derived from KnowBe4 product, services or any direct product thereof to any national of any country when such disclosure is restricted or prohibited by the ITAR, EAR, or other applicable export controls. Additionally, Partner agrees that none of the product, services, technology, or associated technical data, or any direct product thereof is or will be shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, to any entity or individual subject to U.S. and other applicable economic sanctions or export controls, or for use in nuclear activities, chemical/biological weapons, or missile projects unless explicitly authorized in writing by the U.S. Government. Partner agrees to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Certain product with encryption functions may be subject to additional restrictions, including restrictions on distribution to government end-users outside the EU license free zone. Additionally, Partner is solely responsible for compliance with any import or use restrictions in Partner’s countries of operation. This provision shall survive the expiration or termination of this Agreement.
The term “Confidential Information” means any information disclosed on the Portal, or otherwise, from KnowBe4 to Partner in any form, either directly or indirectly, in writing, orally or by inspection of tangible objects, that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure. Partner and KnowBe4 both understand that KnowBe4 has or may disclose Confidential Information in connection with this Agreement, but that Partner shall receive no rights in, or licenses to such Confidential Information. Confidential Information includes, without limitation, algorithms, business plans, customer data, customer lists, customer names, design documents, drawings, engineering information, financial analysis and information, pricing, margins, forecasts, formulas, hardware configuration information, know how, ideas, inventions, market information, marketing plans, processes, products, product plans, research, specifications, software, source code, trade secrets.
Partner agrees to: (i) keep all Confidential Information, data or materials strictly confidential and not use or disclose any Confidential Information, data or materials to any third party, other than as explicitly permitted in this Agreement; (ii) ensure that any third party to whom Partner discloses Confidential Information in accordance with this Agreement keeps such information strictly confidential and does not disclose or use any Confidential Information except as permitted herein; (iii) keep Partner’s username(s) and password(s) that relate to the Portal strictly confidential; and (iv) not permit or allow any third party to use or access the Portal. All Confidential Information contained in the Portal shall be used for the sole purpose of conducting business with KnowBe4.
Confidential Information shall not, however, include any information that: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by KnowBe4; (ii) becomes publicly known and made generally available after disclosure by the KnowBe4 to the Partner through no action or inaction of the Partner and without breach of this Agreement; (iii) is already in the possession of the Partner at the time of disclosure by the KnowBe4 as shown by the Partner's files and records immediately prior to the time of disclosure; (iv) is obtained by the Partner from a third party lawfully in possession of such information and without a breach of such third party's obligations of confidentiality; or (v) is independently developed by the Partner without use of or reference to the KnowBe4's Confidential Information, as shown by documents and other competent evidence in the Partner's possession.
At any time upon KnowBe4’s request, and promptly upon any termination of this Agreement, Partner will return to KnowBe4, or provide written certification of the destruction of, all Confidential Information, including all Confidential Information contained in internal documents, without retaining any copy, extract or summary of any part thereof.
You are required to keep user credentials (e.g. usernames and passwords) confidential and not disclose any such credentials to any third party. In addition, You shall notify KnowBe4 immediately upon discovery of the disclosure of any such credentials and upon any termination of the engagement of any employees or agents of Partner with Portal credentials or knowledge of any such credentials, so that such credentials can be changed by KnowBe4.
Access and use of the Portal or of KnowBe4’s products, services, documentation and related materials are solely authorized for the internal business purposes of the organization in which you are a representative of. Use of the Portal or of KnowBe4’s products, services, documentation and related materials for analytical or research purposes to be used or disclosed outside of your organization is strictly prohibited. Sharing screenshots, downloads, or other forms of copying, duplicating or replicating the products, services, documentation and other related materials publicly, or otherwise outside of your organization, is strictly prohibited, unless otherwise specified herein or as authorized in writing by KnowBe4. You are not permitted to access or use the Portal or any of KnowBe4’s products, services, documentation or other related materials if you are a competitor of KnowBe4. Additionally, you are not authorized to provide, or otherwise send to or communicate, to a competitor of KnowBe4 any information gained by your access and use of the Portal or of KnowBe4’s products, services, documentation and related materials.
Partner may not: (i) reverse engineer, disassemble, decompile or otherwise attempt to reveal the trade secrets or know how underlying KnowBe4’s products and services; (ii) use KnowBe4’s intellectual property and Confidential Information to develop a product that is similar to the Products; (iii) use any KnowBe4 Confidential Information to contest the validity of any KnowBe4 intellectual property; (iv) remove or destroy any copyright notices, other proprietary markings or confidentiality legends placed on or made available through the Products; or (v) use the Products in any manner or for any purpose inconsistent with the terms of this Agreement or the documentation or other guidelines contained on the Portal.
To the extent permitted by law, Partner agrees to defend, indemnify and hold KnowBe4 harmless, at KnowBe4’s direction and request, from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following: (i) Partner’s access to or use of the Portal, including any Content Uploaded by Partner via the Portal; (ii) Partner’s breach or alleged breach of this Agreement; (iii) Partner’s violation of any third party rights, including without limitation, any intellectual property rights, publicity, confidentiality, property or privacy rights; (iv) Partner’s violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentations made by Partner. Partner will cooperate as requested by KnowBe4 in the defense of any claim. KnowBe4 reserves the right to assume the exclusive defense and control of any matter subject to indemnification by Partner, and Partner will not under any circumstances settle any claim without the prior written consent of KnowBe4.
THE PORTAL AND KNOWBE4 CONTENT, AND ANYTHING PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND. KNOWBE4 HEREBY DISCLAIMS FOR ITSELF AND ITS SUPPLIERS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES, TERMS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, KNOWBE4 AND ITS SUPPLIERS DO NOT WARRANT THAT THE PORTAL OR KNOWBE4 CONTENT WILL OPERATE WITHOUT ERRORS OR ARE FREE FROM VIRUSES, BUGS, WORMS OR ANY OTHER HARMFUL COMPONENTS, AND KNOWBE4 SHALL HAVE NO LIABILITY DUE TO ANY DAMAGES CAUSED BY THE SAME.
Partner will not make any representations, warranties, conditions, promises or claims about KnowBe4’s products or services to prospects, customers, users, or any other third party except as expressly authorized in a signed writing by an authorized representative of KnowBe4. All warranties provided by KnowBe4 in this Agreement or by way of the Portal, as applicable, are for the exclusive benefit of Partner and are non-transferable.
Notwithstanding any other provision of this Agreement, nothing in this Agreement in any way limits, impairs or restricts KnowBe4’s right and ability, and KnowBe4 reserves the right and ability from time to time in its absolute discretion, to directly or indirectly market, distribute, demonstrate, sell, resell, license, maintain and support and otherwise commercially exploit its products or services, or any other software-based products or services, on a worldwide or territorial basis, including in the defined Partner Territory and through other channels, resellers, referral sources and distributors. Nothing in this Agreement in any way limits, impairs or restricts KnowBe4’s right and ability to contact or work with users, customers, prospects, registered opportunities or other such third parties whether directly or through third parties.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY (EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW), IN NO EVENT WILL KNOWBE4 OR ITS SUPPLIERS BE LIABLE TO PARTNER (OR ANY PERSON CLAIMING UNDER OR THROUGH PARTNER) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE OPERATION, USE OF OR ACCESS TO THE PORTAL, OR ANY CONTENT THEREON, THE DELAY OR INABILITY TO USE THE PORTAL OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I) LOSS OF REVENUE OR ANTICIPATED PROFITS (WHETHER DIRECT OR INDIRECT) OR (II) LOST BUSINESS OR (III) LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) BREACH OF STATUTORY DUTY OR OTHERWISE, EVEN IF KNOWBE4 HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE MAXIMUM LIABILITY OF KNOWBE4 AND ITS SUPPLIERS TO PARTNER FOR ANY CLAIM(S), WHETHER BASED IN CONTRACT, TORT (INCLUDING ACTIVE AND PASSIVE NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, RELATING TO OR ARISING OUT OF THE OPERATION, USE OF OR ACCESS TO THE PORTAL, OR ANY CONTENT THEREON, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED, IN THE AGGREGATE, TO ONE HUNDRED DOLLARS (USD $100.00). THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
SEVERABILITY AND ENTIRE AGREEMENT
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers, amendments and modifications must be in writing, signed by both parties and specifically reference the provision of this Agreement being waived, amended or modified, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Partner does not have any authority of any kind to bind KnowBe4 in any respect whatsoever.
GOVERNING LAW; JURISDICTION; VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to choice of law 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). Notwithstanding the foregoing, KnowBe4 shall have the right to seek injunctive or prejudgment relief in any court of competent jurisdiction to prevent or enjoin the misappropriation, misuse, infringement or unauthorized disclosure of KnowBe4’s Confidential Information or intellectual property rights. No Federal Acquisition Regulations shall be construed to apply to KnowBe4 without KnowBe4’s written agreement thereto. The United Nations Convention for the International Sale of Goods shall not apply to this Agreement. 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.
Please contact firstname.lastname@example.org with any questions you have about this Agreement.