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HomeMy WebLinkAboutIT16-235 - Original - KnowBe4, Inc. - Security Awareness Training - 05/16/2016 %// i /i �i� i /1 / Wii//��/%/r 10 ma r s IMS AP wn.stiaeNcTc� '� 0j/ l/ i/ CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission. to City Clerks Office. All portions are to be completed.. If you have questions, please contact City Clerk's Office. Vendor Name: Knov+rli e4, Inc. Vendor Dumber: 1264313 JD Edwards Number Contract Dumber: tp q- z3G This is assigned by City Clerk's Office Project Dame: 2.016-2019 Security purchase Syr. Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment E Contract 0 Other: Contract Effective bate: 5/16/16 Termination Gate:. 5/15/19 Contract Renewal Notice (days): 30 days Number of days required notice for termination or renewal or amendment Contract Manager: ,fames Endicott Department: Information Technologies Contract Amount: $9 864,86 Approval Authority: Z Department Director F-1 Mayor 0 City Council Detail: (i.e. address, location, parcel number, tax id, etc.): As of: O18/27/14 .ONO v v a .:aarvakaaar'a Afte°ara �!00 (,,aeatcd 1'a»a'ha'a 51k0/2014"� ingroun;la@itkHrluakaa; u'l Now f,; Or.uaale Nra¢rraLaa'ru' l .ayrrmr'rk rpsi ns Not W) Prel,a.ared By a".crrw acl N'ar e F")I iIc(M r ir`ailS NI Id! sa a,L i. o�rk :, r:r,iax l�'krasatmta G' °ibis) t i, '+620 Email ;iir.fir.:,9V.,�I�er�,,�,�qbv BM To laNaar't'e My W I wfl skaip�ru,t,4,a~cie C,t,r of Fr.,r P .220 4 of IM" Avorm a^a1kr "Milla'I'D 220 6 ,rGki h auuth f AmkY -r4 i°s Uno(� N .7 At s..,map,akbn 3 Ar5nu,l WaWh Y. - W[) yyH ul Net So And y 1;tan.Py, I inaii laa.iicwit l�uvul,ly. liffk�^3;1I� .., ,l ra¢�+�rfi'�S ".ra�ai,N.irt°�W,c, k f�:woioiflCa "4�"red II �. is .� /i / ,/ i„ i i �... ✓ � ./il/„/,.i.,� iv i. / ,f G,///� ,%,,,.�%/���1 r��//��� //,,,,.w///,�i//i/,Gi;,i�i�ii�o/�F.,,wi,i a;/,� ,,,/,.,, ,. ,,,�ii�l..,,, 1/./,6/�,��/,/.c�li. /a.�:,,v,,.,�,i„i,/,«,i/l ./i�/�,✓„%.�,�,a..k�/I�/,/,i�. 8<EWin rAbl'ara&ra O akaukga rawarasraras 4r�-airairu .r rk:p � sir7kir.rn'a&�r�oW Users USI r LV.;tl'D d4�k7�Jl�; �wkel�tl�k��� °kks N owl Phe l.iSD A 0ra s M) Garid Fol,,nak ��I1 ra riiYta i1Ca ()U0te Acceptance Irfloa�ariiu°akaoaa TA END-USER LICENSE AGREEMENT FOR KNOWBE4,Inc. 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, Inc. ("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 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 all applicable laws in connection with its use of the Software, including but not limited to all applicable laws pertaining to mail fraud,access device fraud, identity 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 4814-3217-2566.2 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 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 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. Confidentiality. 4.1 Customer acknowledges that the Software, related documentation, and other confidential information that may be provided by KnowBe4 or its authorized representative 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. 4814-3217-2566.2 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.Warranty. 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 Customer represents and warrants that it has all the rights, power and authority necessary to grant the rights set forth herein,and hereby grants to KnowBe4 a license to use and access Customer's domains and information technology systems as necessary to enable KnowBe4 to provide the services in accordance with this EULA.Customer further agrees to hold harmless and indemnify KnowBe4, and its subsidiaries, affiliates,officers,agents, and employees from and against any third-party claim arising from or in any way related to Customer's use of the Software,the services and any breach of this warranty or any other material term of this EULA, including any liability or expense arising from all claims, losses, damages(actual and consequential), suits,judgments, litigation costs and attorneys'fees, of every kind and nature. In such a case, KnowBe4 will provide Customer with written notice of such claim,suit or action. 5.3 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 4814-3217-2566.2 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. 4814-3217-2566.2 ( Form W-9 Request for Taxpayer Give Form to the (New,December h°Ola) Identification Number and Certification requester,Do not Department e v n the Service send to the IRS. Infernal Revenue SerVICe t Name Ins shown on your mcdme tax return).Name Is required on tilts line.do not leave this line blank. KnowBeft,INC. r`i { 2 Business name/diSregarded entity name,if diNatent from ribove - "- rn 3 Check appropriate box for federal tax classification;check only one of the following seven boxes: 4 lxempt.cns icOdes apply only to C Indivitlual+sole proprietor or ✓ C Corpnratron r-•��T n entities,not individuals:bee ❑ i�5 Corportnton ❑ Partnership I Trust.Astat9 y I f ctatructions on page 31: c single-member LLC o � f ❑Limited liability Compary.Enter the tax classification I„=C corporation.S=S corporation,a=parnersnip)1- Exempt payee code(if any - p Note.For❑gin yfe-member LLC that is dlSrega ded,do not check LLC:check the appropriate Lox it,.the line above for cxompt:on from FATCA repOR,ng w the tax cta%fication of the single-member owner. code(i!any) C C 0. V F--0 Other)see instructions)► . f 5 Address(number,street,and apt.of suite no.l - Requester's name ants address(Optional), -- a 33 N Garden Ave,STE 1200 N 6 City,state,and ZIP code Clearwater,FL 33755 — - -- 7 List account numberis)here(optlonaq Taxpayer identification Number(TIN ------...- -_ -_ ____.__.__..__.__Z Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number --4 backup withholding.For individuals,this is generally your social security number(SSN).However,fora ��� residunt alien,sole proprietor,or disregarded entity.see the part I Instructions on page 3.For otle r F� ! -`�� -FFT � entities,it is your employer identification number(EIN).If you do not have a number.see How to et a TIN on page 3. or � !o t Note.If the account is in more than one name.see the instructions for line 1 and the chart on page 4 Employer identification number for L__ guidelines on whose number to enter. - t-- 3 6 - 4 8F,2L7K93 �0 Certification Under penalties of perjury,I certify that: 1. The number shown on this form is my correct taxpnyer Identification number(or I am waiting for a number to be issued to file):and 2. 1 am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report a9 interest or dividends.or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3. 1 ani a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification Instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return-For real estate transactions,item 2 does not apply.For mortgage interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments otheythan interest and divider you are not required to sign the certification,but you must provide your correct TIN.Seethe instructions on page 3. Sign Signature at / tfl— r ` ► f Here U.S,porson Data (l zs� (�o General Instructions •Fornt 1098!home mortgage interest;.1098 E(student loan interest),1098•T (tuition) Section ieferencos are to the Internal Revenue Code unless otnewose notes. •Form 1099-C(canceled distill Future developments.inlormation anout developments affecting Form W9 isuch .Form 1099•A iacgwsrion or abandonment of secured property) as legislation enacted after we release iti is at rvww.i(s.gov/hr9. Use Form W-9 only it you are a U.S nerswt uncluding a resident alieni.to Purpose of Form provide your correct rN. An individual or entity iForrn W-9 requester)who is required,()file an information If you do nor rerun Form W-g to trio requester w-rrn a TIN,you mignr be sub/ecr return with the IRS must obtain your correct taxpayer Idenhfication nurnbor{TIN; to backup withholding.See Wnat is bachuo mtnnotding^on page 2 which ntay be your social security number(SSNI,Individual taxpayer iaenoitcr on By signing the filled-out form,you: number(ITIN),adoption taxpayer identification number(ATIN),or ernployer ! Certify that the TIN you at(.,giving is correct(or you tire waiting rot a number identification number(EIN),to report on an information return the amount paid to you,or other amount reportable on an information return.Examples of information t0 tie ISSU@tli, returns include,but are not limited to,the following: 2.Certify:flat You are not subject to backup withholding,or •Farm 1099-INT(eiterest earned of paid) 3.Claim exemption from backup withholding it you are a U.S,exempt payee.if •Foi nt 1099-DIV(dividends,Including those from stocks of mutual funds( applicable,you are also certifying that as a U.S.person,your allocable shore of any pannership income from a U.S.trade or business is not suolect to the •Form 1049-MISC(various types of Income,prizes,awards,or gross proceed%l withholding tax on foreign padnets'shale o1 effectively connected income,and •Form 1099•8(stock or mutual fund sales and certam other transactions by 4.Certify that FATCA code(s)entered on this form Id anyi indicating that you we bfokery exempt from the FATCA reporting,:s cotroct.See Whai is FATCArepoRrng^on •Font,1099S(proceeds from real estate transactions) page 2 for further olormall •Form 1099-K(merchant card and third party network transaction%; Cat.No. 10231X Form W-J(Rev.12.201•1f ca r� w U' �� w co0 co t� OC) co N N 0 LO C' c V5 0 co co o C C U) C) m NON F- 6 6 6 �s N ». Cc) oo0 ri c6 chI— F' a 4 N a� ens U - 0 0 x ri c i c s 7 Sti O t) LLl 65 � N C) Lf7 CR v— C7 qo C 3 7< Q co co co C a C) CD dco iL1 CJ1 ? E p Z M a cz 0 0 � � � �a t� n- � CY (i C CU U D U7 0 0 0as ITS �' c'CS C7 rn co cca a — co as r C3t� oo . cc CN� ;,, �1 i / i�ji /o/////, e, /���,�iii, y C. cJ Q) .� ,/,�� r,/��/ /� ��,�r/ ,/ /i ���/�/ /�, q CL a> N w.n CCS ASS co Ei < < < -0 e (U 0 L 0) W ui d Ll L7 z (!3 CG N 0 CD CD Q O tY i Z Z Z C >, tll � OD (S R5 0 cu U) N 0 0 0 O E co a) CO =o 1CL 0 0 '3+ Kn�WDe4 INVOICE Human error.Conquer ci_ SCAN KnowBe4, Inc. ; INVOICE#: INV-07017 33 N. Garden Avenue, Ste 1200 MAY 2 5 7016 DATE: 05/2 /2016 TERMS:Clearwater, FL 33755 4 Phone 855-566-9234 Fax 727-386-4087 t DUE DATE: 06/23/2016 1�.^� j _ 1AjP' CUSTOMER ID: C-004325 BILL City of Kent l� SHIP City of Kent To: 220 Fourth Avenue South To: 220 Fourth Avenue South Kent, WA 98032 Kent,WA 98032 United States United States REFERENCE# I --_�---MESSAGE u _- ~- DUE DATE — i 3 Installments 1st payment Net 30 + EF) 2nd payment Net 1 year 06/23/2016 + I 3rd payment Net 2 years ITEM# -� DESCRIPTION PRICE DISC 1 aTY , - AMOUNT % ! Kevin Mitnick Security Awareness Training i Subscription Gold Users 1001.2000 Users 3 E Years { 1000KMSGN000E36 ` 22.50 i 60.00 ' 1001 $9,009.00 ! { Start Date:05/24/2016 ff ; { 1 End Date: 05/23/2019 f End User: Invoice Amount ; $9,009.00 Paid Amount 1 $0.00 TOTAL DUE ! -- _ _ _ $9.009.00�,/ l �G � Make all checks payable to: Know8e4, Inc. C We accept Credit Cards/Wires/ACH. For questions or wire instructions please contact us at AR A knowbe4.com Thank you for your business!