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This subscription agreement (“Agreement”) governs the access and use of Gnowbe’s services.
As used in this Agreement, the following terms have the meaning set forth below.
1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
1.2 “Distribution Partners” means the individuals and/or companies that are authorized by Gnowbe to sell and distribute the Gnowbe Services.
1.3 “Customer” means the party entering into an Order Form with Gnowbe, or otherwise signing up to use the Services. This includes individuals accepting this Agreement on their own behalf, individuals and any of their Affiliates accepting this Agreement on behalf of another individual, company or legal entity, company or legal entity and their Affiliates for which the individual accepts the Agreement. If the individual or any of their Affiliates is accepting this agreement on behalf of a company or legal entity, this individual represents that they have the authority to bind such entity and its Affiliates to this Agreement.
1.4 “Order Form” means an ordering document mutually executed by Gnowbe and the Customer, specifying (1) the Fees payable by the Customer to Gnowbe for the provision of Services and (2) the duration of the Services to be provided by Gnowbe to the Customer. This includes electronic or online orders submitted by the Customer to purchase Services, orders made via an online purchasing portal, as well as any addenda and supplements made to the Order Form.
1.5 “Customer Data” means electronic data and information submitted by the Customer into the Services.
1.6 “Services” means the Platform and Content made available by Gnowbe that are ordered by the Customer via an Order Form. Services exclude Content and Non-Gnowbe Applications.
1.7 “Platform” refers to Gnowbe’s Software-as-a-Service product, in app or in web browser on desktops.
1.8 “Content” means information obtained by Gnowbe from publicly available sources or its third party content providers and made available to the Customer through the Platform.
1.9 “Gnowbe” refers to Gnowbe, Inc. or any of its affiliates.
Gnowbe agrees to make the Services available to the Customer pursuant to the terms of this Agreement. By entering into an Order Form, the Customer agrees to be bound by the terms of this Agreement.
The Customer shall not:
a) Make Services available to anyone other than Customer or use any Service for the benefit of anyone other than Customer, unless expressly stated otherwise in an Order Form
b) Sell, resell, license, sublicense, distribute, make available, rent or lease any Services or include any Services in a service bureau or outsourcing offering
c) Use Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights,
d) Use Services to store or transmit malicious code such as code, files, scripts, agents or programs intended to do harm, including but not limited to viruses, worms, time bombs and Trojan horses.
e) Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein
f) Attempt to gain unauthorized access to any Services or its related systems or networks
g) Permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any Services to access or use any of Gnowbe’s intellectual property except as explicitly permitted under this Agreement
h) Modify, copy, or create derivative works based on these Services or any part, feature, function or user interface thereof
i) Copy Content except as permitted in this Agreement
j) Frame or mirror any Services, other than framing on the Customer’s own intranets or otherwise for its own internal business purposes or as permitted in this Agreement
k) Disassemble, reverse engineer, or decompile any of the Services except to the extent permitted by applicable law to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Services, (3) copy any ideas, features, functions or graphics of the Services, or (4) determine whether the Services are within the scope of any patent.
In the event that Gnowbe determines that the Customer has violated any of the restrictions set forth in Section 3 above, Gnowbe may notify the Customer of such violation and allow the Customer 7 days to remedy such violation. If the Customer fails to cure such remediable violation, then Gnowbe may terminate or suspend access to the Services for the Customer. Irrespective of the 7 day period stated above, Gnowbe reserves the right in its sole discretion to terminate or suspend access to the Services for the Customer at any time, if immediate action is required to address imminent potential harm or damages.
5.1 Subscriptions. Unless otherwise provided in the applicable Order Form, Services are purchased as subscriptions for the term stated in the Order Form. The Customer agrees that the delivery of Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Gnowbe regarding future functionality or features.
5.2 Renewal. Subscriptions will automatically renew for additional periods equal to the duration for provision of Services in the Order Form, unless the subscription is terminated before the end of the subscription period.
6.1 Fees. The provision of Services by Gnowbe shall commence after payment has been made by the Customer. Gnowbe works with third party payment processing partners to offer the Customer suitable payment methods and to keep payment information secure. Payment obligations are non-cancellable and are non-refundable through the term of the contract. In the event that the Customer is purchasing a subscription using any special credits, grants or funding (e.g. SkillsFuture Credits for eligible Singapore-based Customers, other government stipends etc.) the Customer acknowledges and agrees that the 14-day trial will not be made available to the Customer.
6.2 Overdue Charges. Failure to pay Fees when due will result in a late charge at a rate of one percent (1%) per month on all amounts due and not paid within seven (7) days of the date of Gnowbe’s invoice until the time of payment. The immediately foregoing sentence shall survive termination or expiration of this Agreement. The Customer’s failure to pay Fees when due constitutes a material breach.
6.3 Suspension of Service and Acceleration. If any fees owed to Gnowbe by the Customer under this Agreement is 30 days or more overdue (or 10 days or more overdue for authorised credit card charges), Gnowbe may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full. If the payment made by credit card or direct debit has been declined, Gnowbe will give the Customer at least 7 days’ prior notice that its account is overdue before suspending Services to the Customer.
6.4 Taxes.If Customer is located in a country where use and sales tax, goods and services tax, or value added tax is applicable, Gnowbe is responsible for collecting and remitting that tax to the proper tax authorities. Depending on the Customer’s geographic location, the Fee indicated in the Order Form may include such taxes, or tax may be added at checkout.
6.5 Use of Services. Services are subject to usage limits specified in the Order Form and in this Agreement. If the Customer exceeds a contractual usage limit, Gnowbe may execute an Order Form for additional quantities of the applicable Services for the Customer to make payment for excess usage.
7.1 Confidentiality. The Customer and Gnowbe are both responsible for maintaining the confidentiality of each person’s account and password. Each party agrees that all code, inventions, know-how, or business, technical, and financial information disclosed by the Customer to Gnowbe constitute the confidential information of the Customer, provided that it is either identified as confidential at the time of disclosure, or should be reasonably known by Gnowbe to be confidential due to the nature of information disclosed. Confidential information will not, however, include any information that:
a) was publicly known and made generally available in the public domain prior to the time of disclosure by the Customer,
b) becomes publicly known and made generally available after disclosure by the Customer to Gnowbe through no action or inaction of Gnowbe,
c) is already in possession of Gnowbe at the time of disclosure by the Customer,
d) is obtained by the Customer from a third party without a known breach of the third party’s obligations of confidentiality, or
e) is independently developed by Gnowbe without use of or reference to the confidential information.
7.2 Non-Use and Non-Disclosure. Gnowbe may disclose the Customer’s confidential information and Customer Data if required to do so by law as long as Gnowbe gives the Customer prompt written notice of the requirement prior to the disclosure and assistance in obtaining an order protecting the information from public disclosure. Except as expressly authorized herein or as necessary to perform its obligations hereunder, Gnowbe agrees to:
a) not disclose any confidential information to third parties, and
b) not use confidential information for any purpose other than as necessary to exercise its rights or perform its obligations hereunder.
7.3 Protection of Customer Data. Gnowbe will maintain the appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data.
7.4 Processing of Customer Data. Notwithstanding the provisions of this section, the Customer agrees that Gnowbe may process Customer Data as necessary for:
a) storage and processing in accordance with the Agreement and applicable Order Form(s);
b) processing initiated by Customers in their use of the Services; and
c) processing to comply with other documented reasonable instructions provided by the Customer (e.g. via email or support tickets) where such instructions are consistent with the terms of the Agreement.
Except as expressly agreed upon in writing by the Customer and Gnowbe, Gnowbe provides the services as-is and disclaims all warranties relating to the service, express or implied, including but not limited to, any warranties relating to merchantability, accuracy, fitness for a particular purpose , non-infringement, or availability.
8.1 No Warranty. The Customer acknowledges and agrees that the Services are provided to Customer on an AS IS basis, with no warranty. GNOWBE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GNOWBE OR ELSEWHERE WILL CREATE ANY WARRANTY.
8.2 Disclaimer. Gnowbe shall have no obligation or liability for any of the following:
a) use of the Services in conjunction with software or hardware products that are not approved by Gnowbe;
b) modifications to the Content made by any party without Gnowbe’s express written authorization;
c) Customer’s use of the Services other than as authorized in this Agreement or as provided in the Documentation; or
d) Customer’s use of other than the most current version of the Services or any error corrections or updates thereto provided by Gnowbe.
In addition, Gnowbe does not warrant that:
e) the Services will meet Customer’s requirements;
f) the Services will operate in the combinations that Customer may select for use, that the operation of the Services will be Error-free or uninterrupted; or
g) that all Errors will be corrected.
9.1 No Liability. GNOWBE, ITS AFFILIATES AND DISTRIBUTION PARTNERS SHALL HAVE NO LIABILITY WITH RESPECT TO THE SERVICES’ FAILURE TO PERFORM/FUNCTION IN ACCORDANCE WITH GNOWBE’S PUBLISHED SPECIFICATION AND DOCUMENTATION UNDER ANY WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER ANY OTHER THEORY. THE LICENSED MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND FROM ANYONE.
9.2 Exclusion of Damages. IN NO EVENT WILL GNOWBE, ITS AFFILIATES AND/OR DISTRIBUTION PARTNERS BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE LICENSED MATERIALS OR THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT GNOWBE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9.3 Basis of Bargain. The parties expressly acknowledge and agree that Gnowbe has set its prices and entered into this Agreement in reliance upon the limitations of liability specified herein, which allocate the risk between Gnowbe and Customer and form a basis of the bargain between the parties.
10.1 Relationship of the Parties. Nothing contained in this Agreement shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between the Customer and Gnowbe.
10.2 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
10.3 Amendment. Any material amendment to this agreement is to be duly recorded in writing and signed by both parties.
10.4 Discharge of Responsibilities. According to this Agreement, both parties agree to act in good faith and consistently discharge all necessary responsibilities and legal obligations for the sole purpose of fulfilling the engagement objective.
10.5 Termination. Gnowbe may terminate this Agreement in whole or in part for convenience at any time by giving one (1) month’s written notice to the Customer.
10.6 Force Majeure. Gnowbe will not be liable for any failure or delay in the performance of its obligations hereunder to the extent caused by a condition that is Gnowbe’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, failure by a third party hosting provider or utility provider, governmental actions, interruption or failure of the Internet or any utility service, or denial of service attacks.
10.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Singapore, and the courts of Singapore shall have jurisdiction to settle any dispute which may arise out of or in connection therewith. If any provision of this agreement or part thereof is held by any competent court or authority to be invalid, unenforceable or otherwise illegal, but would be valid, enforceable or legal if some part of it were deleted or modified, such provision shall apply with such deletion or modification as may be necessary to make it valid, enforceable and legal.
10.8 Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter. This Agreement and any mutually executed Order Forms shall apply in lieu of the terms or conditions in any purchase order or other documentation that Customer provides, and all such terms and conditions are null and void and superseded by this Agreement and any mutually executed Order Forms. This Agreement, or any part thereof, may be modified by Gnowbe at any time, including the addition or deletion of terms at any time, and such modifications, additions or deletions will be effective immediately upon posting.