Security Mentor, Inc/HR/5,703/Security Awareness Training Security Mentor Confidential Information
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SECURITY AWARENESS TRAINING 14411(1`
HOSTED SERVICE LICENSE AGREEMENT for Government Entities it
This SECURITY MENTOR SECURITY AWARENESS TRAINING HOSTED SERVICE LICENSE AGREEMENT For
Government Entities ('Agreement") is entered into on the effective date indicated in the signature block below('Effective
Date") by and between Security Mentor, Inc., a California corporation located at 20 Ryan Ranch Road, Suite 100, Monterey,
CA 93940("Security Mentor"), and the entity identified as Customer in the signature block below("Customer"),to provide the
terms and conditions,exhibits and attachments under which Customer will license and utilize Security Mentor content, software
products and services. This Agreement consists of:
a. This Hosted License Agreement with signature page,
b. Exhibit A: Licensed Products& Services (attached), and
C. Any other documents referenced herein and exhibits or addenda agreed to in writing by the parties from time to time
and attached hereto.
1 Definitions. In addition to terms defined Initial Term: The period of time during which the
elsewhere in this Agreement.the following terms have the Training Subscriptions purchased by Customer are
following meanings: applicable, as designated on Exhibit A.
Content: Any and all materials made available by Maximum Users: The number of Users specified in
Security Mentor in connection with the Service, including Exhibit A plus any other Users added through subsequently
but not limited to Adobe''swf and pdf files,text, data, still purchased Training Subscriptions.
and moving images, photographs, illustrations, graphics,
video,audio, documentation, and any and all information Phishing Simulation Service: A phishing attack
relating thereto. simulator that tests the susceptibility of Customer
Employees to phishing attacks.
Client Software: Any and all software provided by
Security Mentor to Customer to run on Customer's Phishing Simulation Service Administrator: A
computing devices as part of the use of the Service, Customer Employee that Customer requests Security
including any and all updates and releases to such Mentor give Phishing Simulation Service customer
software provided to Customer by Security Mentor at administrative privileges including, but not limited to, the
Security Mentor's discretion. abilities to create campaigns.email templates. and training
pages.
Current Term: The term that is current.whether an
Initial or Renewal Term. Released Lesson: A lesson that is a part of the
Curriculum for the Training Subscription and has been
Curriculum: A package of lessons grouped together by made accessible to a User through his or her Security
topic or custom selection. The Curriculum licensed by Mentor account.
Customer is identified on Exhibit A.
Renewal License: License for a Training Subscription
Customer Employee: An employee of Customer or its that is renewed for a Renewal Term.
affiliate, or employee of a business entity acting on behalf
of Customer, provided that Customer has authority to bind Renewal Term: Each successive term with the same
all such employees and entities to the terms and conditions duration as the Initial Term, or as modified by an accepted
of this Agreement, and further provided that no such invoice, during which this Agreement remains in effect.
person or entity is engaged in development of any security
awareness training or phishing simulation product or Service: Security Mentor's hosted security awareness
service. training or phishing simulation service, including, but not
limited to. the Content, Software.Website. and the
associated services, information, email communications,
and documentation.
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Software: The Client Software and other software 2.2 Users. The Grant of right to use the
through which the Service is provided including, but not Service is limited by the Maximum Users indicated in
limited to, server software and the Website. Exhibit A and for which Customer has paid Security Mentor
for licensed Training Subscriptions
State: The State under which laws Customer is
executing this Agreement with Security Mentor. 2.2.1 Closed User Account. Customer
shall notify Security Mentor of all Users whose account
Term: The Initial Term and any and all Renewal Terms. should be closed because they: (i) are no longer in the
employ of Customer, or(ii)should otherwise be
Training Period: A Training Period is a one-year period permanently removed from training. Such request shall
(or such other time period as may be specified in Exhibit A) include the User's name and email address, and if
in which Released Lessons are made available to Users applicable,the group name and group manager's email
within the Current Term. There may be one or more address. Security Mentor will then close the respective
Training Periods within an Initial Term or Renewal Term_ User Accounts ("Closed User Account").
Training Subscription: The grant of use of the Service 2.2.2 Lesson Credits. A"Lesson Credit"
for one User through the purchase of a license, including represents the value of a single lesson for a single User for
taking lessons in a Curriculum, between the start and end the Current Training Period (as per Exhibit A or applicable
dates of the Current Term. renewal invoice). The total number of Lesson Credits is the
total number of Training Subscriptions purchased by
Unreleased Lesson: A lesson that is a part of the Customer multiplied by the number of lessons in the
Curriculum for the Training Subscription, but has never Curriculum. When a User Account is created, the available
been made accessible to a User. Lesson Credits are debited by the number of lessons in the
Curriculum.
User: Customer Employee for whom: 1) Customer has a
licensed Training Subscription to use the Service and 2) When a User Account is closed, Customer will be credited
there is a User Account. one Lesson Credit for each Unreleased Lesson in the
Closed User Account. Lesson Credits for a Closed User
User Account: A unique authenticated user login Account will be calculated starting the first regular business
account on the Service providing access to and use of the day that Security Mentor receives the request from
Service. Each User Account requires an email address at Customer to close a User Account. Posting of Lesson
the Customer's domain name. not a personal email Credits may take up to fifteen (15) business days after
address. receiving the request.
Website: Security Mentor's website. currently at the Lesson Credits can be applied towards the License Fee for
address of www.securitymentor.com. purchasing additional Training Subscriptions within the
Current Term. Lesson Credits will not be refunded to
2 Grant of Rights and Restrictions. Customer.
2.1 Grant of Rights. Pursuant to the 2.2.3 Adding Additional Users. Customer
terms and conditions of this Agreement,and during the may add more Users("Additional Users") at any time
Term, Security Mentor hereby grants Customer a limited, during the Current Term by submitting the request in writing
non-exclusive, non-transferable,worldwide, non- to Security Mentor. Such request will include the User's
sublicensable right to use the Service by the Maximum name and email address, and if applicable, the group name
Users specified in Exhibit A, solely for Customer's security and group manager's email address.
training of Customer Employees.
Training Subscriptions for Additional Users must be for the
In addition, Security Mentor may provide Customer with Curriculum(Curricula)for which Customer is already
Client Software.as specified in Exhibit A. Customer is licensed. The Term of Additional Users will end on the
granted a non-exclusive. non-transferable, non- same date as the Customer's Term.
sublicensable. worldwide limited license to install the Client
Software on Customer's computer devices and use the Customer acknowledges that adding Additional Users may
Client Software solely as a part of the use of the Service. cause the number of Users to exceed the Maximum Users,
subject to the terms and conditions of this Agreement in which case, Customer must purchase additional Training
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Subscriptions for the number exceeded by the following obliteration of any proprietary notice or any credit-line or
methods according to the terms described in Section 7.1: date-line included in the Service; or
(i)Apply their Lesson Credits towards the License Fee for (vi) unless and to the extent required by applicable law,
the additional Training Subscriptions; or disclose the results of any benchmark tests of the Service,
including any of the Software,without Security Mentor's
(ii) If Customer's balance of Lesson Credits is less than the prior written consent.
number of lessons in the Curriculum, Customer must
purchase the full Training Subscription(s)at the License 2.3.2 User Restrictions. Each individual
Fee in effect at the commencement of the then-current that Customer permits to access and use the Service
Initial or Renewal Term. (excluding Client Software) must be assigned a User
Account, including a unique user identification and
In no case is Customer permitted to terminate Users for the password and will be considered an authorized User of the
purpose of avoiding the payment of rightfully due License Service(excluding Client Software). Customer may not
Fees to Security Mentor for Additional Users. permit more than one person to use a single login account
or unique user identification and password to access and
2.2.4 Additional Services. Customer may use the Service(excluding Client Software) or otherwise
purchase and license additional products and services. share login accounts, user identifications, or passwords.
beyond those specified in Exhibit A, upon mutual written Customer may not permit non-Users to view content,
agreement with Security Mentor. Any such additional including shared viewing of the Content with Users.
licenses will have the terms specified in Exhibit A, unless Customer shall ensure that all Customer Employees comply
otherwise agreed in writing, including by email. This with this Agreement and is responsible for all Customer
Agreement remains in effect until the expiration of all terms Employees' activities pursuant to this Agreement.
set forth in the Addendum(s) unless earlier terminated as
provided in this Agreement. 2.3.3 Use of Phishing Simulation Service(if
applicable). Customer may,through its designated
2.3 Restrictions. Phishing Simulation Service Administrator(s), use the
Phishing Simulation Service to write and send simulated
2.3.1 General Restrictions. Other than as phishing emails, and create landing pages. Customer
expressly provided in Sections 2.1 and, 2.2 ("Grant") acknowledges and agrees that it is solely responsible for
Security Mentor and its licensors reserve all rights in and to the content that Customer creates, modifies, or transmits
the Service. Other than as expressly provided in the Grant, using the Phishing Simulation Service(including textual
Customer shall NOT, nor shall any third party service content, names, logos,domain names,graphics and other
provider used by Customer, directly or indirectly: materials) used in such activities. Further, Customer may
use the Phishing Simulation Service and send simulated
(i) capture, copy, edit, modify the Content or Service; or phishing emails. only to domains owned by Customer and
only to Customer Employees. With respect to Customer
(ii)disclose,distribute, disseminate, publish, assign, Employees who are not employed by Customer, Customer
license, rent, lease, loan, sell or otherwise commercially must have written consent allowing the use of the Phishing
exploit or make available to any third party the Service in Simulation Service in specific, or such services in general
any way, including timesharing, service bureau or other from an authorized representation of the organization that is
arrangement; or the employer of these Customer Employees.
(iii) reverse engineer, decompile, disassemble the Service Customer shall not, nor shall any User or other third party:
or otherwise attempt to derive the source code: or
(i) use the Service to store or transmit:
(iv) other than for security training of Users. use the (a) unsolicited marketing emails,
Content or Service for any reason, including for the (b) malicious code,
purpose of(a) building a competitive product or service, (b) (c) infringing, libelous, or otherwise unlawful or
building a product using similar ideas. features.functions, tortious material,
or content of the Service, or(c)copying any ideas, (d) logos,trademarks, or copyrighted material that
features, functions,or content of the Service; or Customer does not own or have license to use, or
(e) material in violation of third-party privacy or
(v) modify, translate or make derivative works in whole or in other proprietary rights:.
part based upon the Service. including removal or
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(ii)gain unauthorized access to the Service or its related use to brand and customize Customer's portion of the
systems or networks. Service.
(iii)use the Phishing Simulation Service for any purpose 5. Confidential Information.
other than to conduct simulated phishing campaigns of
Customer Employees. 5.1 Service. Security Mentor asserts that
the Content. and other parts of the Service, are confidential
Customer will indemnify and hold harmless Security Mentor and constitute proprietary and confidential information
and its licensors from and against any and all claims based which qualifies as a trade secrets as defined under
upon such content or activities or breach of this paragraph. applicable law. Customer agrees that the Content and the
Service are the confidential and proprietary property of
3 The Service; Modifications. Security Mentor will Security Mentor and its licensors. Customer agrees not to
provide Customer with use of the Service as further specified in use the Content or Service other than as expressly
Exhibit A. Security Mentor reserves the right to modify the permitted by Security Mentor,or disclose any of the
Service from time to time and makes no guarantees as to the Content or Service to any person that is not a User under
continuous availability of the Service or of any specific this Agreement or to third parties.
feature(s)of the Service.
5.2 Other Confidential Information. All
4 Customer's Responsibilities. business,technical and financial information exchanged by
Security Mentor and Customer in connection with this
4.1 User Accounts. Customer is Agreement shall be treated as confidential information
responsible for all activity occurring under Customer's and ("Confidential Information")of the disclosing party.
its User Accounts and shall abide by all applicable local. Neither party shall disclose any Confidential Information of
state, national and foreign laws, treaties and regulations in the other party to any third party or use any Confidential
connection with Customer's use of the Service, including Information of the other party except to the extent
those related to data privacy. international necessary to perform its obligations,to exercise its rights or
communications and the transmission of technical or to enforce the terms and conditions of this Agreement. The
personal data. Customer shall (i) notify Security Mentor receiving party shall protect the Confidential Information of
immediately of any unauthorized use of any password or the other party using measures similar to those it takes to
account or any other known or suspected breach of protect its own confidential and proprietary information of a
security; (ii) promptly notify Security Mentor when a User similar nature but not less than reasonable measures.
Account should be closed including but not limited to when
a User leaves the employ of the Customer,or entity 5.3 Exceptions. The receiving party's
working on behalf of Customer; and (iii) not impersonate nondisclosure obligation shall not apply to information it
another Security Mentor User or provide false identity can document(a) is or becomes generally available to the
information to gain access to or use the Service. public through no improper direct or indirect action or
inaction by the receiving party; (b)is independently
4.2 Necessary Equipment. Customer developed by the receiving party; or(c) is required to be
shall be solely responsible, at its own expense, for disclosed by operation of law.
acquiring, installing, maintaining, and updating all
connectivity equipment, hardware, software, and other To the extent allowed under applicable State law, if a
equipment as may be necessary for it to connect to, receiving party or any of its representatives are requested
access, and use the Security Mentor website and Service to disclose any of the Confidential Information in
as permitted by this Agreement. connection with any legal,governmental or administrative
proceeding or investigation, or in response to any request
4.3 Configuration. Customer is solely under the applicable State freedom of information or public
responsible for proper configuration of all equipment, records act, the receiving party shall provide the disclosing
software and systems used with or in accessing the party with prompt written notice of the existence,terms and
Service, Software, or Content. circumstances regarding such request and shall reasonably
cooperate with the disclosing party so that the disclosing
4.4 Customer Marks. At Customer's party, at the disclosing party's sole discretion and expense,
discretion, prior to Security Mentor making available to may seek a protective order or other appropriate remedy or
Customer the Service. Customer will provide to Security take steps to resist the scope of the disclosure. Subject to
Mentor the trademarks, logo and other identifying marks of the issuance of a protective order or other remedy being
Customer("Customer Marks")which Security Mentor may obtained, the receiving party may disclose only that portion
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of such Confidential Information that, in the opinion of
counsel of the receiving party, receiving party is compelled 6.2 Removal. Security Mentor and its
to disclose, and the receiving party shall exercise designees shall have the right(but not the obligation) in
reasonable efforts to obtain assurance that confidential their sole discretion to refuse or remove any Customer Data
treatment will be accorded to the portion of such that violates any of the terms of this Agreement or Security
Confidential Information that is being disclosed. Mentor's policies and procedures, or is otherwise
objectionable.
5.4 Customer's Representation.
Customer represents to Security Mentor that neither it nor 7 Payment of Fees and Charges.
its Affiliate nor any Customer Employee is presently, or will
during the term of this Agreement, be engaged in 7.1 Fees. Customer shall pay Security
development of any security awareness training product or Mentor all fees for the Training Subscriptions("License
service, and Customer acknowledges that Security Mentor Fees")and all fees for other services as set forth in Exhibit
is disclosing the Service in reliance on such representation. A(such fees along with the License Fees together are
Notwithstanding the foregoing, Security Mentor referred to as the"Fees"). All Fees will be paid in U.S.
acknowledges that Customer is not restricted from dollars within 30 days of receipt of invoice from Security
independently developing internal security awareness Mentor, except that the Fees for the Initial Term shall be
training materials provided that Customer does not sell a due in full upon the Effective Date of this Agreement. In the
security awareness training program or service, or use any event Customer disputes an invoice, Customer shall
portion of the Service, including any Content, or other promptly notify Security Mentor of such dispute,which the
Security Mentor Confidential Information, in development or parties will use good faith efforts to resolve expeditiously,
enhancement of any such security awareness training and in any event, Customer must pay the undisputed
product or service. Customer will not engage in any form portion of the invoice within the 30 day period of receipt of
of unfair competition with Security Mentor at any time the invoice. Customers shall pay Security Mentor all
whether during or after this Agreement. License Fees for Additional Users within 30 days of receipt
of invoice from Security Mentor. Licenses for Additional
5.5 Relief. Because of the unique and Users added in the Current Term will renew at the same
proprietary nature of the Confidential Information,the party time; all Additional Users will be co-termed with the Current
that owns the Confidential Information shall be entitled to Term end date.
seek injunctive relief in addition to all other remedies
available in law or equity in the event of any breach of this The License Fee for Additional Users will be at the rate
Section 5. specified at the commencement of the Current Term.
Security Mentor may change the License Fee rate at any
6 Account Information and Data. time by providing written notice to Customer; however,
changes in License Fees will only apply to subsequent
6.1 Control of Data. Security Mentor Renewal Terms, not the Current Term.
acknowledges that it does not attain ownership in any data.
information or material, including as applicable Customer's Customer agrees that the licenses and rights granted in this
organizational security policy documents ("Customer Agreement are conditioned on Customer's paying all Fees
Security Policies"), that Customer submits to the Service or charges to Customer's account in accordance with the
in the course of using the Service(collectively. "Customer fees. charges, and billing terms in effect at the time a fee or
Data"). Customer, not Security Mentor, shall have sole charge is due and payable.
responsibility for the accuracy, quality. integrity. legality,
reliability. appropriateness, and intellectual property Customer's payments pursuant to this Agreement are not
ownership or right to use of all Customer Data, and for all subject to setoff.
of the content of the Customer Data, including Customer
Security Policies. Customer agrees and acknowledges that During the Current Term,Customer may not reduce the
Security Mentor may use, reproduce, store, and (as maximum number of Users, or its obligation to pay amounts
applicable)display to Users,the Customer Data for the associated with the Users designated in the applicable
purpose of providing the Service to Customer. Security Exhibit A. Upon no less than forty-five(45)days written
Mentor has no obligation to retain Customer Data, and notice in advance of each Renewal Term, Customer may
Customer Data may be irretrievably deleted if Customer's notify Security Mentor of its intent to reduce the number of
account is 30 days or more delinquent. Security Mentor has Users in the next Renewal Term. Upon the
no responsibility for Users' downloading, distribution or commencement of each Renewal Term, Security Mentor
other use of the Customer Security Policies. will issue an invoice to Customer thirty(30) days in
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advance of the end of Current Term for payment of the 8 Non-Payment and Suspension. In addition to
License Fee for the following Renewal Term. Fees are not any other rights of Security Mentor, Security Mentor
refundable. reserves the right to suspend or terminate this Agreement
and Customer's access to the Service if Customer's
7.2 True-Up. At the end of each three (3) account becomes delinquent. Invoices and accounts that
month period of the Current Term, Security Mentor will are delinquent are subject to interest of 1.5% per month (or
calculate the number of Additional Users added since the if lower, the highest rate allowed under applicable law)on
beginning of the current Training Period for whom License any delinquent balance, plus all expenses of collection.
Fees have not been paid. If the total number of Additional
Users for whom License Fees have not been paid is 9 Term; Termination.
greater than 5%of the Maximum Users, Security Mentor
will invoice Customer for all unpaid License Fees for those 9.1 Term. Unless earlier terminated in
Training Subscriptions; if the number is less 5%,those accordance with its terms, this Agreement is effective on
unpaid License Fees for Training Subscriptions will carry the Effective Date, remains in effect for the Initial Term and
over to the next three(3) month period. If there are unpaid one or more Renewal Terms. In the Initial Term, Security
License Fees at the end of the current Training Period, Mentor will grant an additional 30-day period to the term to
then Security Mentor will invoice Customer for all unpaid allow time for Customer training start-up, as provided in
License Fees at end of current Training Period, regardless Exhibit A. Security Mentor may terminate a free account at
of whether they could have been invoiced earlier in the any time in its sole discretion.
year.
9.2 Renewal. The parties may renew this
7.3 Taxes. Customer represents that it is Agreement for one or more Renewal Terms upon mutual
tax-exempt under applicable State law. If applicable, all agreement in writing prior to the date of the end of the then-
Fees are exclusive of sales, use, excise, property or any current Initial Term or Renewal Term. as applicable.
other taxes, and Customer is responsible for payment of all
such taxes(except those based on Security Mentor's net 9.3 Termination for Material Breach.
income). All payments due under this Agreement shall be Either party may terminate this Agreement: upon written
made without any deduction or withholding. If any notice. for the other party's material breach that is not
deduction or withholding is required by any applicable law cured within thirty(30)days of written notice of such
of any relevant governmental revenue authority then in breach. Any breach of Customer's payment obligations or
effect, Customer will be responsible for paying the required any use of the Service contrary to the terms and conditions
amount to the relevant governmental authority, and of this Agreement: including the Grant,will be deemed a
nevertheless will pay Security Mentor the full amount due material breach of this Agreement by Customer. In
under this Agreement. addition, Security Mentor, in its sole discretion, may
terminate Customer's password(s), account(s) or use of the
7.4 Access to Records. Security Mentor Service if Customer breaches or otherwise fails to comply
shall maintain books, documents. papers, accounting with this Agreement.
records. and other evidence pertaining to the fees charged
under this Agreement. If the parties have a dispute 9.4 Termination for Convenience.
regarding the amounts invoiced by Security Mentor which Customer may terminate this Agreement during the Term,
the parties are unable to resolve in accordance with including during the Initial Term or any Renewal Term,for
Section 23 below, or if an audit of such records is required any reason, including for convenience, upon no less than
by applicable State law,then Security Mentor will, upon thirty(30)days prior written notice to Security Mentor. The
reasonable prior written notice from Customer(not less effective date for termination shall be clearly stated in the
than 10 business days), make such materials available at written notice. Upon any such termination. (a) Customer
its offices at reasonable times during the Term, and for one must pay the undisputed balance due on Customer's
(1)year from the date of final payment under this
Agreement,for inspection by Customer or its authorized account computed in accordance with this Agreement,
designees. Such inspection shall be (a) subject to the along with any License Fee True-up for unpaid training
confidentiality and other applicable terms set forth in this subscriptions or other services provided, and (b) Security
Agreement as well as Security Mentor's security policies. Mentor shall not be obligated to return any prepaid License
and (b)conducted at Customer's expense, provided that Fees to Customer.
reasonable copies shall be furnished at no cost to
Customer if requested. 9.5 Effect of Termination. Upon any
termination of this Agreement. Customer will have no right
to access or use the Service and Customer must
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immediately permanently delete, or otherwise remove or rights reserved. Use and disclosure of such content and
destroy the Client Software stored or otherwise in its materials are only as allowed by this Agreement, regardless
possession, custody or control. Customer will notify of whether such content and materials qualify as
Security Mentor of the Client Software deletion within 5 Confidential Information.
days of the deletion. If Customer fails to provide such
notification,then Security Mentor or its nominees. at Security Mentor shall be free to use and exploit in any way.
Security Mentor's request and upon seven (7)days written and may assign and transfer such rights. any and all
notice to Customer,will be given access Customer's suggestions, ideas, enhancement requests, feedback,
Installation Address to remove Security Mentor's Client recommendations. survey responses, or other information
Software so that it is no longer in Customer's possession or provided by Customer, a User or any other party relating to
control. the Service, including any of the Content or Software,
without obligation or liability, including payment of any
Upon any termination of this Agreement, Customer agrees royalties or other fees.
to pay the undisputed balance due on Customer's account
computed in accordance with this Agreement, along with The Security Mentor name, the Security Mentor logo, and
any License Fee True-up for unpaid training subscriptions the product names associated with the Service are
or other services provided. trademarks of Security Mentor or third parties, and no right
or license is granted to use them. This Agreement is not a
However, if Customer terminates this Agreement due to sale and does not convey to Customer any rights of
Security Mentor's material breach of this Agreement in ownership in or related to the Service, any other Security
accordance with Section 9.3, Security Mentor agrees that, Mentor technology, or the intellectual property rights owned
so long as Customer is not in breach of this Agreement, by Security Mentor. Customer acknowledges that, except
Customer will be entitled to return of the prorated portion of as specifically provided under this Agreement, no other
the License Fees paid by Customer to Security Mentor right, title, or interest in these items is granted.
applicable to the remainder of the Current Term,calculated
from the effective date of termination minus any unpaid 11 Privacy. Use of the Site is subject to Security
License Fee True-up for training subscriptions or other Mentor's privacy policy, provided that if this Agreement
services provided. conflicts with Security Mentor's privacy policy, this
Agreement controls. Security Mentor's privacy policy may
Upon any termination of this Agreement, Sections 1, 2.3, 5, be viewed at http://www.security mentor.com. Security
6, 7, 8, 9.5. 10, 12, 14, 15.2, and 16 through 23 of these Mentor reserves the right to modify its privacy policy in its
Terms and Conditions will survive. discretion from time to time.
10 Intellectual Property Ownership. Security 12 Internet Delays; Force Majeure. The Service
Mentor alone (and its licensors, where applicable) may be subject to limitations, delays, and other problems
exclusively retain all patent, design right, copyright, inherent in the use of the Internet and electronic
trademark, service mark, database right, trade secret, communications. Security Mentor is not responsible for any
know-how and/or other present or future intellectual delays,delivery failures, or other damage resulting from
property right of any type(and any application or such problems or for any other event outside the
registration respecting the foregoing),wherever in the world reasonable control of Security Mentor, including without
enjoyable (collectively"Intellectual Property Rights"), in limitation acts of God: government regulations, shortage of
and to the Service(including all Content and Software)and supplies, act of war, act of terrorism, earthquake, flood,
any portion and all compilations thereof, including other wind damage, or electrical. interne(or telecommunications
technology used by Security Mentor to provide the Service, outage (each a"Force Majeure Event").
and the trademarks, service marks, and trade names,
whether or not registered, identifying or used in connection 13 Support. Customer is solely responsible for
with the subject matter of this Agreement(collectively the support of its Users with respect to the Service.
"Marks"exclusive of Customer Marks). Without limiting the Notwithstanding the foregoing, Security Mentor shall use
foregoing. Customer acknowledges that Security Mentor's commercially reasonable efforts to support Customer in
lessons, and portions thereof, including but not limited to, resolving issues for User Accounts and Lessons with
the lesson storyline, design, layout,text, graphics, respect to the Service between the hours of 8:00 am to
interactions and the selection, coordination and 5:00 pm, Pacific Time, Monday through Friday, excluding
arrangement of content, are owned by Security Mentor U.S federal holidays, but has no obligation to provide
and/or its licensors and are protected by U.S. and Customer with hard-copy documentation, upgrades.
international copyright law and international treaties. All enhancements, modifications. or other support unless
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specifically contracted for by Customer. Security Mentor the outage as soon as practical to Security Mentor through
support assistance is provided in English only. Security Mentor's standard customer support process.
14 Mutual Representations. Each party (D) Remedies. Customer's sole and
represents and warrants that it has the legal power and exclusive remedy for Security Mentor's failure to meet the
authority to enter into this Agreement. Without limiting the SLA requirements is, upon Customer's notice of non
foregoing, Customer represents and warrants that it has conformance, for Security Mentor to use commercially
the right to agree to the terms and conditions of this reasonable efforts to correct such non-conformance.
Agreement and that all terms and conditions of this (E) Restrictions. This SLA covers service
Agreement are fully enforceable against Customer under outages affected by technologies and circumstances under
applicable State laws and regulations. Customer the control of Security Mentor including Security Mentor-
acknowledges that Security Mentor is entering into this managed connectivity to the Internet. Security Mentor
Agreement with Customer in reliance on the foregoing. routers, and Security Mentor servers and data center
LANs. and Security Mentor software. This SLA does not
15 Service Level Agreement; Disclaimer of apply to service outages caused by or associated with:
Warranties.
(i) Circumstances beyond the reasonable control of
Security Mentor, including. without limitation, acts
15.1 SLA. This Section 15.1 provides the
of God. acts of any governmental body,war.
terms and conditions ("SLA") regarding security and
insurrection. sabotage. terrorism, armed conflict,
availability of the Service. embargo. fire,flood. strike or other labor
disturbance, interruption of or delay in
(A) Security Obligations. Security Mentor transportation, unavailability of or interruption or
will use commercially reasonable efforts to maintain the delay in telecommunications or third party
following security and service standards with respect to the services. virus attacks or hackers, failure of third
Security Mentor network equipment through which the party software or inability to obtain raw materials.
Service is made available to Customer(the"Equipment'): supplies, or power used in or equipment needed
for provision of the Service: or
(i) To maintain power and a stable environment,
Equipment will be provided with backup (ii) Failure of access circuits to the Security Mentor
power, a fire protection system, and adequate network, unless such failure is caused solely by
cooling and ventilation;and Security Mentor; or
(ii) To provide physical security and integrity, (iii) Outages elsewhere on the Internet that hinder
Equipment will be operated in a data center access to a hosted account:or
that employs access control to the data (iv) Customer's acts or omissions and any negligence,
center. onsite security monitoring; and willful misconduct, or use of the Services in breach
(iii) To provide network security, Equipment will of this Agreement or Security Mentor published
be behind a firewall. Network and server policies and procedures.
vulnerability scanning will be run: and (F) Limitation of Liability. This SLA sets
(iv) To provide continuity and data protection, the forth Customer's sole and exclusive remedies, and
Equipment will use RAID hard drives, and constitutes Security Mentor's entire limitation of liability, for
daily backups will be performed. any outages, downtime or other unavailability of the
Service, Customer's inability to access or use the Service,
(B) Availability. Customer acknowledges or any other breach by Security Mentor under this SLA.
and agrees that temporary interruptions of the Service may Security Mentor's liability shall be further limited as
occur from time to time. Subject to the terms and provided in this Agreement.
conditions of the Agreement, Security Mentor will use
commercially reasonable efforts to make the Service (G) Scheduled Maintenance. Customer
available. Security Mentor does not warrant that acknowledges and agrees that Security Mentor may
Customer's use of the Service will be error-free or interrupt the Service as Security Mentor deems necessary
uninterrupted. in order to maintain, repair, restructure or make
adjustments to the Service. Security Mentor will use
(C) Service Outages. If Customer is commercially reasonable efforts to provide Customer prior
unable to access the Service, Customer will report the notice of any prolonged service interruptions.
date, time, and IP address of workstation/network
experiencing the Service access disruption, and nature of
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"--i )0 3-• 0((I
Date: Date: '
Security Mentor Confidential Information
(H) Modifications and Changes to Service. EXTERNAL SOURCE. CUSTOMER ASSUMES THE
Security Mentor reserves the right to modify the Service at RESPONSIBILITY OF, AND ANY COSTS OR LIABILITY
its discretion, including without limitation modification, ASSOCIATED WITH, USING ANY EXTERNAL SOURCE
additions or deletions of features, functionalities, and OR MAKING A CONNECTION (BY ANY MEANS)TO THE
content available through the Service. Security Mentor will INTERNET, OR OTHER ONLINE SERVICE, OR
use commercially reasonable efforts to notify Customer of NETWORK, OR USING ANY THIRD PARTY PRODUCT
any material changes which may adversely affect OR SERVICE.
Customer's ability to access the Service.
THE SERVICE IS PROVIDED TO CUSTOMER STRICTLY
15.2 DISCLAIMER. SECURITY MENTOR ON AN "AS IS" BASIS. ALL CONDITIONS.
AND ITS LICENSORS MAKE NO REPRESENTATION, REPRESENTATIONS AND WARRANTIES.WHETHER
WARRANTY, OR GUARANTY AS TO THE RELIABILITY. EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
TIMELINESS. QUALITY, SUITABILITY, TRUTH, INCLUDING,WITHOUT LIMITATION.ANY IMPLIED
AVAILABILITY. ACCURACY OR COMPLETENESS OF WARRANTY OF MERCHANTABILITY, FITNESS FOR A
THE SERVICE. SECURITY MENTOR AND ITS PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF
LICENSORS DO NOT REPRESENT OR WARRANT THIRD PARTY RIGHTS,ARE HEREBY DISCLAIMED TO
THAT: THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
(A) THE USE OF THE SERVICE WILL BE LAW BY SECURITY MENTOR AND ITS LICENSORS.
SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE
OR OPERATE IN COMBINATION WITH ANY OTHER 16 Indemnification. Security Mentor agrees to
HARDWARE, SOFTWARE, SYSTEM OR DATA. defend Customer against any and all third party claims
(B) THE SERVICE WILL MEET against Customer to the extent based on Security Mentor's
CUSTOMER'S REQUIREMENTS OR EXPECTATIONS. infringement or misappropriation of third party intellectual
OR ENSURE CUSTOMER'S COMPLIANCE WITH ANY property rights ("IP Claim")with respect to this Agreement,
APPLICABLE LAWS, RULES OR REGULATIONS, OR and Security Mentor will pay the damages. liabilities, costs
WITH CUSTOMER SECURITY POLICIES, and expenses (including reasonable attorneys'fees)
awarded in favor of the third party with respect to, or agreed
(C) THE SERVICE WILL CHANGE to by Security Mentor in settlement of, any such IP Claims.
BEHAVIOR OF USERS, The foregoing obligations of Security Mentor are subject to
Customer(a)giving written notice.with proof of receipt,of
(D) ANY STORED DATA WILL BE the IP Claim promptly to Security Mentor: (b) giving Security
ACCURATE, RELIABLE, ARCHIVED OR ACCESSIBLE, Mentor control of the defense and settlement of the IP
(E) THE QUALITY OF ANY PRODUCTS, Claim: (c) providing to Security Mentor all available
CONTENT, SERVICES, INFORMATION, OR OTHER information and assistance with respect to the IP Claim;
MATERIAL PURCHASED OR OBTAINED BY CUSTOMER and (d) not compromising or settling such IP Claim.
THROUGH THE SERVICE WILL MEET CUSTOMER'S
REQUIREMENTS OR EXPECTATIONS, In the event that an injunction or order should be obtained
or is pursued against Customer's use of the Service, by
(F) ERRORS OR DEFECTS WILL BE reason of an IP Claim, or if in Security Mentor's reasonable
CORRECTED, judgment,the Service (or any portion thereof) is likely to
(G) THE SERVICE, OR THE SERVER(S) become the subject of an IP Claim, Security Mentor may, at
OR OTHER TECHNOLOGY THAT MAKE THE SERVICE its own option and expense: (i) procure for Customer the
AVAILABLE ARE FREE OF VIRUSES OR OTHER right to continue using the Service in accordance with this
HARMFUL COMPONENTS. Agreement; or(ii) replace or modify the same so that it
becomes non-infringing while maintaining substantially
SECURITY MENTOR MAY PROVIDE SUGGESTIONS equivalent functionality. If neither of the foregoing are
REGARDING, AND/OR THE WEB SITE OR LESSONS reasonably available to Security Mentor, then Security
MAY CONTAIN LINKS TO,THIRD PARTY SOFTWARE, Mentor may terminate this Agreement and Customer shall
HARDWARE, SERVICES, OR INTERNET SITES. be entitled to a prorated refund with respect to any prepaid
("EXTERNAL SOURCES"). CUSTOMER Fees as applicable to the period after termination. This
ACKNOWLEDGES THAT SECURITY MENTOR DOES Section sets forth Security Mentor's sole and exclusive
NOT ENDORSE AND IS NOT RESPONSIBLE FOR THE liabilities, and Customer's sole and exclusive remedies, for
AVAILABILITY OF, FUNCTIONALITY OF, any IP Claim with respect to the Service.
PERFORMANCE OF, SECURITY OF, OR THE CONTENT
CONTAINED IN OR LOCATED ON OR THROUGH,ANY
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Date:
Security Mentor Confidential Information
17 Limitation of Liability. IN NO EVENT SHALL responsible for compliance with all applicable data protection
SECURITY MENTOR'S AGGREGATE LIABILITY EXCEED and privacy laws and regulations regarding User information
THE AMOUNTS ACTUALLY PAID BY CUSTOMER provided by Customer to Security Mentor, including but not
UNDER THIS AGREEMENT FOR THE THEN-CURRENT limited to obtaining User consent for transfer of such
INITIAL TERM OR RENEWAL TERM,AS APPLICABLE. information to Security Mentor as contemplated by this
DURING WHICH LIABILITY ARISES. IN NO EVENT Agreement
SHALL SECURITY MENTOR AND/OR ITS LICENSORS
BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE. 19 Publicity. Each party will obtain the other
SPECIAL. EXEMPLARY, INCIDENTAL, party's written consent prior to any public disclosure
CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE concerning the terms and conditions of this Agreement,
OR KIND(INCLUDING LOSS OF BUSINESS, DATA, except that, without such consent, Customer agrees that
REVENUE. PROFITS, USE, ANTICIPATED SAVINGS, OR Security Mentor may refer to Customer as a customer on
DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES, Security Mentor's website and in other marketing,
OR OTHER ECONOMIC ADVANTAGE)ARISING OUT advertising and promotional materials, and Customer
OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE agrees that Security Mentor may use Customer's name for
INCLUDING BUT NOT LIMITED TO THE USE OR such purposes.
INABILITY TO USE THE SERVICE. OR CUSTOMER 20 Assignment. This Agreement may not be
DATA, OR FOR ANY CONTENT OBTAINED FROM OR assigned by Customer without the prior written approval of
THROUGH THE SERVICE, ANY INTERRUPTION, Security Mentor. This Agreement may be assigned without
INACCURACY, ERROR OR OMISSION, REGARDLESS Customer's consent by Security Mentor: (i)to an affiliate or
OF CAUSE, EVEN IF SECURITY MENTOR OR ITS as part of a reorganization, or(ii) in connection with the
LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF transfer of all or substantially all of the assets to which this
THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN Agreement pertains or the majority of Security Mentor's
THIS SECTION SHALL LIMIT OR EXCLUDE SECURITY stock, whether by merger. acquisition or otherwise. The
MENTOR'S LIABILTIY WHICH CANNOT BE LIMITED OR terms and conditions of this Agreement, including the
EXCLUDED UNDER APPLICABLE LAW. assigning party's rights, obligations and liabilities under this
IN NO EVENT SHALL ANY CAUSE OF ACTION BE Agreement. shall survive any and all assignments unless
BROUGHT AGAINST SECURITY MENTOR MORE THAN otherwise agreed by the parties in writing. Any purported
ONE YEAR AFTER THE CAUSE OF ACTION HAS assignment in violation of this section shall be void.
ACCRUED. 21 Entire Agreement; Modification. This
NOTWITHSTANDING ANY OTHER PROVISION OF THIS Agreement is the entire agreement of the parties and
AGREEMENT, SECURITY MENTOR AND ITS LICENSORS replaces any other understandings or agreements(whether
SHALL NOT BE LIABLE FOR ANY CONTENT, oral or written) between the parties regarding the use of
NOTIFICATIONS. GRAPHICS, LOGOS OR OTHER Security Mentor's training service.comprised of content.
MATERIALS PROVIDED, EDITED OR ADDED BY software products and services. Unless this Agreement
states otherwise,this Agreement may be modified only in
CUSTOMER, INCLUDING ANY CUSTOMER SECURITY writing and signed by an authorized representative of each
POLICIES OR PHISHING SIMULATION CONTENT, AND party Any purchase order issued by Customer with
CUSTOMER AGREES TO INDEMNIFY AND HOLD respect to this Agreement (whether or not electronic)will
HARMLESS SECURITY MENTOR AND ITS LICENSORS not modify or supplement this Agreement unless Security
FROM AND AGAINST ANY AND ALL CLAIMS BASED Mentor expressly agrees in writing with specific reference
UPON SUCH MATERIALS OR THEIR USE IN to the provision(s)of this Agreement so modified or
CONNECTION WITH THE SERVICE. supplemented. Without limiting the foregoing, all pre-
printed terms and conditions in any Customer purchase
18 Compliance with Laws and Export Control. order will have no force and effect and are deemed
The parties will comply with all applicable laws, rules and rejected by Security Mentor.
regulations, including export laws, in its performance under
this Agreement. In particular, Customer acknowledges and 22 Waiver; Severability. No provision hereof shall
agrees that the Service and other materials provided by be deemed waived unless such waiver shall be in writing
Security Mentor are subject to regulation by U.S. and signed by Security Mentor or a duly authorized
Government agencies and other governmental authorities, representative of Security Mentor. If any provision of this
and Customer agrees not to directly or indirectly export, re Agreement is held by a court of competent jurisdiction to be
export or import any such materials without first obtaining all invalid or unenforceable, then such provision(s) shall be
required licenses and permissions. In addition, Customer is construed, as nearly as possible, to reflect the intentions of
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Security Mentor Confidential Information
the invalid or unenforceable provision(s),with all other
provisions remaining in full force and effect. The failure of
Security Mentor to enforce any right or provision in this
Agreement shall not constitute a waiver of such right or
provision unless acknowledged and agreed to by Security
Mentor in writing.
23 Miscellaneous. The parties are independent
contractors. and no other relationship is intended by this
Agreement.
This Agreement is governed by and construed in
accordance with the laws of the State, not including its
conflict of law principles. The parties disclaim the
application of the United Nations Convention on Contracts
for the International Sale of Goods to this Agreement. In
the event of any dispute between the parties relating to this
Agreement,either party may give written notice to the other
party, and upon such notice the parties agree to act in
expeditiously and in good faith to resolve such dispute. with
meetings and/or discussions(including by telephone and
email communication) between authorized representatives
of each party in an effort to resolve the matter.
Notwithstanding any of the foregoing, either party may
request injunctive and/or equitable relief from a court in
order to protect the rights or property of the party, pending
the resolution of the dispute as provided hereunder. The
prevailing party in any action may be allowed to recover
from the other party the prevailing party's attorneys' fees,
court costs and other expenses associated with such
action.
Notices under this Agreement must be in writing and will be
considered given when delivered personally. or by e-mail or
facsimile (in either case,with confirmation of receipt), or by
courier(with tracking capabilities), or by conventional mail
(registered or certified, postage prepaid with return receipt
requested). Notices must be addressed to the parties at
the addresses below. but each party may change its
address by written notice in accordance with this
paragraph.
This Agreement may be signed in counterparts and will be
considered signed when the signatures of both parties'
authorized representatives are delivered in person, by
facsimile transmission. by delivery service, by postal mail.
or by e-mail. A facsimile, digitally scanned, or electronic
signature will be treated in all respects as having the same
effect as an original signature.
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Security Mentor, Inc. rev. 07-12-2019
AA 0
Customer Initials: Security Mentor Initials:
Date: Date:
Security Mentor Confidential Information
The duly authorized representatives of the parties to this Agreement have executed and delivered this Agreement as of the
Effective Date.
Effective Date
Customer' Security Mentor ic.
Signature` Signature c
Print Name" Print Name _.__.._.. c�4�t (---%
Title' Title LE
Address' Telephone ii13 I . 4. C'%5 i
Email WliA !%
CA-iftL2✓j-o • LG1�
City"
State'
Zip Code'
Country"
Location of Incorporation"
Work Telephone'
Facsimile
Work Email'
All fields with an asterisk(*) above are required to be completed by Customer.
Security Mentor, Security Awareness Training, Hosted Service License Agreement for Government Entities Page 12 of 14
Security Mentor, Inc. rev. 07-12-2019
Approved and Adopted this G /day of I`/ , 20 q.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
James Brai d, Presi
dingOffic r
Date: if
AA•t2-
Ma y Ann urke mber
Date: / // )7
Lori S. atso , Mej�ber
Date: 0 mil 19
ATT S,'Y:
Christine Pauley Jerka7/
Date:
Security Mentor Confidential Information
ridei Security Mentor
Security Awareness Training
-nse Agreement for ` it Entities
LICENSED PRODUCTS & SERVICES
EXHIBIT A
Customer: City of Carmel, Indiana Name Timothy Renick Date:
This Exhibit A is part of the Hosted Service License Agreement between Customer and Security Mentor and sets forth the Curriculum being licensed by
Customer, the maximum number of Licensed Users, the Initial Term of the Agreement, the Training Period, Options, and the Fees.
Descri tion Maximum Licensed Unit Price Fees Due
SKU p Users(Users)
Government Pricing -Gold Option
GOV-G-TN12H-12M01-Y19V01 Security Mentor Hosted security awareness training service 600 Licensed Users $7.65/User/Year $4,590
GOV-G-PN12H-12M01-Y19V01 Self-managed PhishDefense phishing simulation service 600 Licensed Users $1.53/User/Year $918
• Training Term is one(1)year;composed of a single 1-year
Training Period.
• Twelve(12)total security awareness training lessons per one-
year Training Period.
• One(1) lesson released every other month,or as specified.
• Lessons available for remainder of the Training Period once
released.
• The self-managed PhishDefense service enables customers to
create unlimited simulated phishing campaigns based on
Customer's specifications.
• All services are co-termed.
• All Fees paid upfront.
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Continued
SKU Option Description Number of Units Unit Price Fees Due
Branding-Hosted Branding of the Security Mentor Lesson Player with Customer's logo 1 logo $195/logo $195
Pricing Total $ 5,703
• The Maximum Licensed Users are the total number of Customer Employees for whom Customer has purchased Training Subscriptions under this Agreement. A
Training Subscription must be purchased for each trainee. Training subscriptions cannot be shared or transferred.
• Fees for the Initial Term are due and payable immediately upon the Effective Date of the License Agreement.
• All other Fees, including but not limited to Renewal and True-up License Fees. are due and payable within 30 days of Security Mentor's invoice to Customer.
Security Mentor, Security Awareness Training. Hosted Service License Agreement for Government Entities Page 14 of 14
Security Mentor. Inc. rev. 07-12-2019
Customer Initials: Security Mentor Initials: Gki
Date Date:
: