Master Customer Agreement

This Master Customer Agreement ("MCA") governs Gnowbe's provision of the Software and Services as set forth in each Order Form executed by both parties. Together, the MCA and all executed Order Forms constitute the "Agreement".

• "Authorized Users" — individuals authorized by Customer to access the Software under this Agreement
• "Content" — micro-learning programs and materials created or delivered via the Software
• "Documentation" — user manuals, guides, and other materials provided with the Licensed Materials
• "Licensed Materials" — the Software and Documentation collectively
• "License Term" — the period during which Customer is licensed to use the Software as specified in the Order Form
• "Order Form" — a document signed by both parties specifying the Software, Services, fees, and License Term
• "Services" — professional services, support, and maintenance provided by Gnowbe
• "Software" — Gnowbe's proprietary platform and applications

3.1 Grant of License

Subject to the terms of this Agreement, Gnowbe grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use the Software for Customer's internal business purposes as specified in the applicable Order Form.

3.2 License Restrictions

Customer shall not: (a) transfer, sublicense, or distribute the Licensed Materials; (b) copy, modify, lease, or reverse engineer the Software; (c) make the Licensed Materials available to any third party not authorized under this Agreement.

3.3 Limited Rights

Customer's rights are limited to those expressly granted herein. Gnowbe reserves all rights not expressly granted.

3.4 Time-Out Functionality

The Software may include automatic disabling functionality at the end of the License Term. Customer shall not tamper with or circumvent such features.

3.5 Usage Data

The Software requires network access for usage monitoring. Usage Data is Customer's confidential information, provided that Gnowbe may use such data for monitoring, improvement, and compliance purposes.

Customer shall: (a) complete registration requirements accurately; (b) use the Service only for lawful purposes; (c) comply with Gnowbe's policies and applicable law. Gnowbe reserves the right to terminate accounts that violate these terms.

Customer shall not: infringe intellectual property rights, violate any law, disseminate harmful content, or spread malware. Customer's use is subject to Gnowbe's Privacy Policy.

5.1 Consulting/Development Services

Any consulting or development services require a separate agreement.

5.2 Training

Any training services require a separate agreement.

6.1 Fees and Expenses

Fees are as specified in the applicable Order Form. Payment is due within seven (7) days of invoice. All fees are non-cancellable and non-refundable. Late payments accrue interest at 1% per month. Failure to pay constitutes a material breach.

6.2 Taxes

All fees are net of taxes. Customer is responsible for all applicable taxes except Gnowbe's net income tax.

6.3 Audit

Gnowbe may, upon ten (10) days' written notice, conduct an electronic audit of usage. Any underpaid fees will be invoiced at current rates.

7.1 Definition

"Confidential Information" includes all technical and non-technical information disclosed by either party. The Licensed Materials and the terms of this Agreement are Gnowbe's Confidential Information.

7.2 Exclusions

Information that is publicly available, independently developed, or compelled by law is excluded from confidentiality obligations.

7.3 Use and Disclosure Restrictions

Each party shall use Confidential Information solely for the performance of this Agreement and disclose it only to employees and subcontractors with a need to know, who are bound by equivalent restrictions.

Gnowbe and its licensors own all worldwide intellectual property rights in the Licensed Materials. Customer must preserve all intellectual property notices on the Licensed Materials.

9.1 No Warranty

THE LICENSED MATERIALS ARE PROVIDED ON AN "AS IS" BASIS. GNOWBE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

9.2 Disclaimer

Gnowbe shall have no liability for unauthorized use, modifications by Customer, or use of non-current versions of the Software.

10.1 The Licensed Materials are provided "AS IS" without warranty of any kind.

10.2 IN NO EVENT SHALL GNOWBE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

10.3 The pricing of the Licensed Materials reflects these limitations of liability, which form an essential basis of the bargain between the parties.

11.1 Term

The Agreement begins on the Effective Date, continues for the duration specified in the Order Form, and auto-renews unless terminated by written notice.

11.2 Termination for Breach

Either party may terminate for material breach with thirty (30) days' written cure period. Payment breaches have a ten (10) day cure period.

11.3 Effect of Termination

Upon termination, Customer must return all Licensed Materials. All outstanding amounts become immediately due and payable.

11.4 Survival

Sections 6 (Payment), 7 (Confidentiality), 8 (Proprietary Rights), 9 (Warranty), 10 (Limitation of Liability), 11 (Term and Termination), and 12 (General) survive termination.

12.1 Case Study and Logo Usage. Customer agrees to complete a case study within three (3) months of the Effective Date and grants Gnowbe a worldwide, perpetual license to use Customer's name and logo for marketing purposes.

12.2 Assignment. Neither party may assign this Agreement without the other party's written consent.

12.3 Governing Law and Jurisdiction. This Agreement is governed by the laws of Singapore. The parties submit to the exclusive jurisdiction of the courts of Singapore. The UN Convention on Contracts for the International Sale of Goods is excluded.

12.4 Nonexclusive Remedy. All remedies under this Agreement are non-exclusive.

12.5 Severability; Waiver. Invalid provisions shall be enforced to the maximum extent permissible. Failure to enforce any right does not constitute a waiver.

12.6 Notices. Notices may be delivered by email, fax, certified mail, or commercial carrier, and are deemed given upon confirmed receipt.

12.7 Force Majeure. Neither party is liable for delays caused by events beyond its reasonable control.

12.8 Relationship of Parties. The parties are independent contractors. Nothing herein creates a partnership, joint venture, or employment relationship.

12.9 Export Control. Customer shall comply with all applicable export control laws and regulations.

12.10 Entire Agreement. The MCA and all Order Forms constitute the complete agreement and supersede all prior agreements. Amendments require written agreement signed by both parties.