HomeMy WebLinkAbout2026-07-20 I01F_02 Master Subscription Agreement_Adaptive SecurityAGENDA ITEM:
CITY OF WAUKEE, IOWA
CITY COUNCIL MEETING COMMUNICATION
MEETING DATE: July 20, 2026
AGENDA ITEM:Consideration of approval of a resolution for a Master Subscription
Agreement between the City of Waukee, Iowa, and Adaptive Security to
provide Cybersecurity Awareness online training services.
FORMAT:Consent Agenda
SYNOPSIS INCLUDING PRO & CON: The City of Waukee is seeking approval for a 3-year
Master Service Agreement (MSA) with Adaptive Security to provide online
Cybersecurity Awareness Training and compliance tracking for up to 250 city
employees.
Pros:
Risk Mitigation: Over 90% of municipal cyber incidents originate from
human error (phishing). Regular training significantly reduces the
likelihood of a costly ransomware or data breach event.
Insurance Compliance: The city’s cyber liability insurance carrier
increasingly mandates structured, documented cybersecurity training for
all computer-using staff to maintain coverage and favorable premium
rates.
On-Demand Flexibility: The cloud-based platform allows staff to
complete short modules at their convenience, minimizing disruption to
daily public services.
Cons:
Staff Time Commitment: Employees will need to dedicate
approximately 1 to 2 hours annually to complete the modules.
Multi-Year Commitment: Locks the city into a 3-year agreement;
however, the multi-year term secures a frozen discounted rate and
protects against annual price increases.
FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS:
COMMISSION/BOARD/COMMITTEE COMMENT:
STAFF REVIEW AND COMMENT: Staff recommends approval of the resolution consenting to
the Master Service Agreement with Adaptive Security.
RECOMMENDATION: Approve the resolution.
I1F2
ATTACHMENTS: I. Proposed Resolution
II. Agreement & Invoice
PREPARED BY: Son Le
REVIEWED BY:
PUBLIC NOTICE INFORMATION –
NAME OF PUBLICATION:
DATE OF PUBLICATION:
THE CITY OF WAUKEE, IOWA
RESOLUTION 2026-
APPROVING A MASTER SUBSCRIPTION AGREEMENT BETWEEN THE CITY
OF WAUKEE, IOWA, AND ADAPTIVE SECURITY TO PROVIDE
CYBERSECURITY AWARENESS ONLINE TRAINING SERVICES
IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA
WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized
Municipal Organization; AND,
WHEREAS, the City of Waukee entered into negotiations for a Master Subscription
Agreement with Adaptive Security to provide Cybersecurity Awareness online training
services; AND,
WHEREAS, the City of Waukee desires to approve the Master Subscription Agreement with
Adaptive Security;
NOW THEREFORE BE IT RESOLVED by the City of Waukee City Council that the
Agreement between the City of Waukee, Iowa, and Adaptive Security is hereby approved.
BE IT FURTHER RESOLVED that the City Administrator is hereby authorized and
directed to execute the Agreement on behalf of the City of Waukee.
Passed by the City Council of the City of Waukee, Iowa, and approved this 20th day of July,
2026.
____________________________
Courtney Clarke, Mayor
Attest:
___________________________________
Rebecca D. Schuett, City Clerk
RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN
Kala Anderson
Chris Crone
Rob Grove
Lori Lyon
Anna Bergman Pierce
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Master Subscription Agreement
ADAPTIVE SECURITY
MASTER SUBSCRIPTION AGREEMENT
ThisMasterSubscriptionAgreement(“MSA”)isenteredintobyandbetweenTeamGuardAI,Inc.
d/b/aAdaptiveSecurity(“Adaptive”)andtheindividualorentityidentifiedontheapplicableOrder
Form (defined below) (“Customer”), on behalf of itself, its affiliates, and its employees and
independent contractors that Customer has authorized to access the Platform (defined below)
without executing their own separate Order Form (collectively, “Authorized Users”). Adaptive
andCustomerareeachreferredtohereinasa“Party”andcollectivelyasthe“Parties.”ThisMSA
is effective as of the date of the last signature on the first Order Form between the Parties (the
“Effective Date”). ThisMSA, togetherwith any order forms executed between the Parties (each,
an “Order Form”) and any other documents between the Parties that incorporate this MSA,
constitutes the “Agreement.”
The Agreement governs Adaptive’s provision of and Customer’s access and use of Adaptive’s
products, services, programs, and platforms identified in the applicable Order Form or otherwise
providedbyAdaptivetoCustomerunderthisAgreement(“Platform”).EachOrderFormexecuted
between the Parties is hereby incorporated by reference. In the event of any conflict or
inconsistency between the terms of any Order Form and this MSA, the Order Form will control
solely to the extent of the conflict or inconsistency.
1. Use of the Platform.
a. Customer shall not:
i. copy, modify, translate, or create derivative works of the Platform;
ii. reverse engineer, decompile, disassemble or otherwise attempt to
reconstruct, identify or discover any source code, underlying ideas, underlying user interface
techniques, or algorithms of the Platform;
iii. lend, lease, offer for sale, sell or otherwise use the Platform for the benefit
of any third party or provide any third party except for Authorized Users with access to the
Platform;
iv. attempt to disrupt the integrity or performance of the Platform;
v. attempt to gain unauthorized access to the Platform or its related systems
or networks;
vi. use the Platform in a manner that violates this Agreement, any third-party
rights, or any applicable laws;
vii. use the Platform to harass, cause harm to, or violate the rights of a third
party; or
viii. access the Platform for purposes of benchmarking or competitive analysis,
to build a competitive product or services, or to copy any ideas, features, functions, or graphics
of the Platform.
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b. Customer acknowledges and agrees that it is responsible for the use or misuse of
the Platform by its Authorized Users. Any action taken or breach of this Agreement by an
Authorized User will be deemed an action taken or a breach of this Agreement by Customer.
Withoutlimitingtheforegoing,CustomerisresponsibleforthepropercareanduseofCustomer’s
and its Authorized Users’ access credentials and responsible for any actions resulting from the
use of Customer’s or its Authorized Users’ access credenti als. Customer grants Adaptive
permission for Adaptive to make modifications to its and its Authorized Users’ accounts on their
behalf in order to operate the Platform and to maintain security, functionality, or compliance with
applicable laws. Such modifications may include executing password change requests, modifying
the roles and permissions of Authorized Users, and updating account information.
2. Customer Information. As between the Parties, Customer owns and shall retain all right,
title, and interest, including all intellectual property rights, in and to all information, data, materials,
works, expressions, or other content uploaded, submitted, or otherwise provided by or on behalf
of Customer or any Authorized User for processing by or through the Platform, or collected or
received by Adaptive for Customer pursuant to this Agreement, including all Customer Inputs and
all derivativeworks thereof(collectively, “Customer Information”).
3. Ownership, License, and Usage Rights.
a. Adaptive Ownership of Platform. As between the Parties, Adaptive owns and shall
retain all right, title and interest, including all intellectual property rights, in and to the Platform and
all information, data, and materials embodied in or related to the Platform, excluding all Customer
Information, subject to the license granted herein. All rights that Adaptive does not expressly grant
to Customer in this Agreement are hereby reserved. Adaptive does not grant any ownership
interest, or any right, title, or interest (whether express or implied) in or to the Platform or any
information, data, and materials embodied in or related to the foregoing.
b. License to Platform. Subject to the terms and conditions of this Agreement,
Adaptive hereby grants to Customer during the Term a non-exclusive, non-transferable, non-
assignable (except as otherwise stated herein) and non-sublicensable right and license, solely for
Customer’s internal business purposes, (i) to access and use the Platform and (ii) to access and
use any other products, services, or features identified in an applicable Order Form or otherwise
made available by Adaptive to Customer under this Agreement, and to allow its Authorized Users
to access and use the Platform for the foregoing purposes.
c. Customer Inputs and Platform Outputs. In the course of using the Platform,
Customer may upload content to be processed by the Platform in accordance with Customer’s
instructions (“Customer Inputs”), and receive outputs generated and returned by the Platform
using those Customer Inputs (“Platform Outputs”). Customer is solely responsible for its
Customer Inputs and its use of the Platform Outputs and should review any Platform Outputs prior
to its use and exercise its own business and legal judgment as to its suitability for use.
d. Platform Feedback. From time to time, Customer may make available to Adaptive,
directly or indirectly, feedback, analysis, suggestions and/or comments related to the Platform
(collectively, “Platform Feedback”). Customer hereby grants to Adaptive a perpetual,
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irrevocable, worldwide, transferable, sublicensable, royalty-free and fully-paid license to use such
Platform Feedback to provide and improve the Platform without any compensation or credit to
Customer.
4. Platform Training and Support. Adaptive may provide commercially reasonable training
and support in connection with the Platform, in its sole discretion. Any such training or support
may be available via email to support@adaptivesecurity.com. Adaptive will respond to requests
for training or support only from the Authorized Users.
5. Fees; Payment Terms.
a. Fees. Customer shall pay Adaptive the fees set forth in the applicable Order Form
(“Fees”) in accordance with the payment terms in the applicable Order Form. Customer shall
make all payments to Adaptive in United States Dollars (USD) unless otherwise agreed upon by
the Parties in writing. Customer shall be solely responsible for any foreign exchange or currency
conversion costs and fees incurred by Customer under this Agreement. Any Fees not paid when
due will accrue interest at the rate of one-and-a-half percent (1.5%) of the outstanding balance
per month, or the maximum rate permitted by law, whichever is lower, from the date such payment
wasdueuntilthedatepaid.IfCustomer’sunpaidinvoicesarereferredtoanattorneyorcollections
agency, Customer shall pay all reasonable costs of collections, including attorney’s fees or
collections agency fees actually incurred by Adaptive.
b. Taxes. All Fees are exclusive of any taxes, levies, duties, or similar governmental
assessments, including sales, use, value-added, and withholding taxes (collectively, “Taxes”).
Customer is responsible for all Taxes associated with its purchases under this Agreement, and if
any deduction or withholding of Taxes from the Fees is required, Customer shall pay such
additional amounts as are necessary to ensure Adaptive receives the full amount of the Fees;
provided that Adaptive is solely responsible for Taxes based on its net income, property, and
employees. If Adaptive has the legal obligation to collect Taxes for which Customer is responsible,
Adaptive will invoice Customer for such amounts unless Customer provides a valid tax exemption
certificate from the appropriate taxing authority.
6. Confidentiality.“Confidential Information” means any information disclosed by one
Party(the“Discloser”)totheotherParty(the“Recipient”)thattheRecipientknowsorreasonably
should know is confidential. With respect to Adaptive as the Discloser, Confidential Information
includes all non-public specifications, documentation, or technical information provided by
Adaptive to Customer or its Authorized Users. With respect to Customer as the Discloser,
Confidential Information includes all Customer Information. Confidential Information does not
include information that: (i) is or becomes publicly available through no fault of the Recipient; (ii)
was known to the Recipient prior to disclosure, as established by documentary evidence; (iii) is
received by the Recipient from a third party without breach of any confidentiality obligation; or (iv)
is independently developed by the Recipient without use of the Discloser’s Confidential
Information, as established by documentary evidence. The Recipient shall not use or disclose the
Discloser’s Confidential Information except as necessary to exercise its rights or perform its
obligations under this Agreement, and shall limit disclosure to its employees, contractors, bona
fide potential investors, and prospective purchasers of a portion of or all of its assets or beneficial
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ownership interests, in each case who have a need to know and are bound by confidentiality
obligations at least as protective as those in this Agreement. The Recipient shall be responsible
for any breach of this Section by any such persons. Notwithstanding the foregoing, the Recipient
may disclose Confidential Information to the extent required by applicable law, regulation,
subpoena, or court order, provided that the Recipient (to the extent legally permitted) gives the
Discloser prompt written notice prior to disclosure and limits such disclosure to the minimum
extent necessary to comply with the applicable legal requirement. The Parties acknowledge that
Customer is a governmental entity subject to the Iowa Open Records Act (Iowa Code Chapter
22), and that Customer’s disclosure of information in compliance with a lawful public records
request under Chapter 22 shall not constitute a breach of this Agreement or require the prior
approval of Adaptive; provided that Customer, to the extent permitted by law, gives Adaptive
prompt written notice prior to such disclosure and reasonably cooperates, at Adaptive’s request
and expense, in any lawful effort by Adaptive to limit or protect against the disclosure of its
Confidential Information.
7. Data Security.
a. Definitions.
i. “Highly Sensitive Personal Information” means an (i) individual’s
government-issued identification number (including Social Security number, driver’s license
number, or state-issued identification number); (ii) financial account number, credit card number,
debit card number, or credit report information, with or without any required security code, access
code, personal identification number, or password that would permit access to an individual’s
financial account; (iii) biometric, genetic, health, medical, or medical insurance data; (iv)
geolocation data; or (v) information regarding their racial or ethnic origin, religious beliefs, sex life
or sexual orientation, union membership, or citizenship or immigration status.
ii. “Personal Information”means information provided to Adaptive by or at
the direction of Customer, information which is created or obtained by Adaptive on behalf of
Customer, or information to which access was provided to Adaptive by or at the direction of
Customer, in the courseofAdaptive’sperformanceunderthisAgreementthat:(i)identifiesorcan
be used to identify an individual (including, without limitation, names, signatures, addresses,
telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to identify
or authenticate an individual (including, without limitation, employee identification numbers,
government-issued identification numbers, passwords or PINs, user identification and account
access credentials or passwords, financial account numbers, credit report information, student
information, biometric, health, genetic, medical, or medical insurance data, answers to security
questions, an individual’s internet activity or similar interaction history, inferences drawn from
other personal information to create consumer profiles, geolocation data, an individual’s
commercial, employment, or education history, and other personal characteristics and identifiers),
in case of both subclauses (i) and (ii), including, without limitation, all Highly Sensitive Personal
Information. Customer’s business contact information is not by itself deemed to be Personal
Information.
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b. Standard of Care. Adaptive acknowledges and agrees that, in connection with this
Agreement, Adaptive may create, receive, or have access to Personal Information. Adaptive shall
comply with the terms and conditions set forth in this Agreement in its creation, collection, receipt,
transmission, storage, disposal, use, and disclosure of such Personal Information and be
responsible for any unauthorized creation, collection, receipt, transmission, access, storage,
disposal, use, or disclosure of Personal Information under its control or in its possession by all
authorized representatives of Adaptive.
c. Information Security. Adaptive represents and warrants that its creation, collection,
receipt, access, use, storage, disposal, and disclosure of Personal Information does and will
comply with all applicable federal, state, and foreign privacy and data protection laws, as well as
all other applicable regulations and directives. To the extent Customer includes Personal
Information, and unless otherwise agreed to, Adaptive shall retain, use, and disclose such
Personal Information for the sole purposes specified in this Agreement. For the avoidance of
doubt,Adaptiveisa“serviceprovider”(assuchtermisdefinedintheCaliforniaConsumerPrivacy
Act (“CCPA”)). Adaptive will not “sell” or “share” (as such terms are defined in the CCPA) any
Personal Information, use or disclose Customer’s Personal Information outside the business
relationship with Customer, or combine Customer’s Personal Information with any personal
information Adaptive receives from any other source, except as permitted by applicable laws.
Customer has the right to take reasonable and appropriate steps to ensure that Adaptive uses
Personal Information in a manner consistent with the Customer’s obligations under applicable
laws, and to stop and remediate Adaptive’s unauthorized use of Personal Information. Adaptive
will notify Customer if it makes a determination that it can no longer meet its obligations under
applicable laws. Adaptive hereby certifies that it understands and shall comply with the restrictions
set forth in this Agreement. Adaptive shall maintain commercially reasonable administrative,
technical and physical safeguards that are (i) appropriate to the nature of Personal Information
that it processes on behalf of Customer and (ii) designed to protect the security, confidentiality
and integrity of Customer Information. In the event of any unauthorized acquisition, alteration, or
disclosure of Customer’s Personal Information that requires notification to an individual,
government or regulatory body, or law enforcement authority under applicable laws, Adaptive
shall notify Customer promptly and without undue delay.
d. Sub-Processors. Customer hereby authorizes Adaptive to engage third-party
entities to “process” (as such term is defined by applicable laws) Personal Information on behalf
of and as specifically directed by Adaptive pursuant to a written contract that includes obligations
that are at least as protective as those set out in this Section and as required by applicable laws.
8. Security Awareness Training. If Customer purchases access through an Order Form to
Adaptive's cybersecurity training and simulation products, including (i) features that provide for
simulated cybersecurity incidents targeting Customer’s business and personnel as directed by
Customer and its Authorized Users (e.g., phishing, vishing, and deepfake simulations)
(“Cybersecurity Incident Simulations”); (ii) features that allow Customer to generate custom
training modules; and (iii) features that enable Authorized Users to report suspected phishing or
other suspicious emails through their email client, which routes such reported emails for
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classification as safe or malicious (“Phish Reporting Product,” and such features collectively,
the “Security Awareness Training Products ”), then this Section 8 applies to such access and
use. Customer acknowledges that certain features of the Security Awareness Training Products
involvetheuseofartificialintelligenceandmachinelearningtechnology(collectively,“AI”).Except
as otherwise set forth in this Agreement, by opting-in to receive or otherwise utilizing the Security
Awareness Training Products on the Platform, Customer hereby authorizes Adaptive to access,
process,retain,andusedatageneratedthroughCustomer’sanditsAuthorizedUsers’useofthe
Security Awareness Training Products (including emails submitted by Authorized Users through
the Phish Reporting Product), and any outputs or derivatives thereof, for purposes of providing
the Platform to Customer and improving, enhancing, and developing Adaptive’s products and
services, including the Platform, systems, tools, general threat intelligence, detection efficacy,
protection against emerging threats, and future security offerings. Such data will be converted to
data that has been aggregated and anonymized such that it is non-personally identifiable and
cannot reasonably be associated with Customer or any Authorized User where reasonably
practical (“Aggregated Anonymized Data”). For the avoidance of doubt, the foregoing license
does not extend to any training materials, security policies, or other content uploaded by
Customer to the Platform forCustomer’s internalbusiness purposes.
9. Email Security Product. If Customer purchases access through an Order Form to
Adaptive’s email data security products or any features or services that involve the automated
scanning, analysis, or processing of Customer emails (such features, collectively, the “Email
Security Product”), then this Section 9 applies to such access and use. In the event of any
conflict between this Section 9 and any other provision of this Agreement with respect to Email
Data, this Section 9 shall control. Customer acknowledges that the Email Security Product
involves the use of artificial intelligence. The Email Security Product constitutes part of the
Platform for all purposes under this Agreement. Adaptive hereby grants to Customer during the
term of any applicable Order Form a non-exclusive, non-transferable, non-assignable (except as
otherwise stated in this Agreement) and non-sublicensable right and license to access and use
theEmailSecurityProductforCustomer’sinternalbusinesspurposes,subjecttoanyusagelimits
set forth in an applicable Order Form, including to enable those Authorized Users to whom
Customer elects to provide access to use the Email Security Product (each such Authorized User,
an “Email Security User”).
a. Definitions.ForpurposesofthisSection9,thefollowingdefinitionsapply:“Derived
Data” means any data generated by Adaptive’s processing of Email Data — including but not
limited to statistical outputs (e.g., word counts or keyword frequency), vector embeddings,
classifications and scores, intent-based signals (e.g., tone, urgency, or threat indicators), and
other structured metadata (e.g., timestamps or file and link characteristics) — provided that such
data does not identify Customer or any individual and cannot reasonably be used to identify
Customer or any individual, or to reconstruct the underlying Email Data. For the avoidance of
doubt,DerivedDataisnotCustomerInformation.“Email Metadata”meansstructureddataabout
a user’s emails collected by the Email Security Product, including but not limited to: SMTP
envelope data, email header fields (including subject lines), IP addresses, message routing paths,
timestamps, authentication results (such as SPF, DKIM, and DMARC), and message technical
specifications. Email Metadata does not include email body content or attachments. “Malicious
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Email Data” means Email Data that Adaptive (or the Email Security Product) identifies or
reasonably suspects to be malicious, suspicious, fraudulent, or otherwise potentially harmful,
including phishing, malware, business email compromise, social engineering, and similar attacks.
“Raw Email Data” means unprocessed Email Data (excluding Malicious Email Data), including
email bodies, headers, Email Metadata, and attachments, prior to aggregation, anonymization, or
derivation.
b. Email Data Processing. Customer acknowledges and agrees that the Email
Security Product will access and process emails sent to, from, or within Customer’s connected
emailenvironment,includingincoming,outgoing,andinternalemails(“Email Data”),includingfor
the purposes of detecting, analyzing, classifying, and seeking to remediate potential security
threats and otherwise providing the Email Security Product. For the avoidance of doubt, Email
Data constitutes Customer’s Confidential Informat ion under this Agreement and is subject to the
confidentiality obligations set forth herein.
c. Data Use Rights. In addition to the rights granted to Adaptive under this Agreement
with respect to Customer Information, Customer hereby grants Adaptive a non-exclusive, royalty-
free,worldwide license touseDerived Datato: (i)train,develop,and improveAdaptive’sin ternal
AI models and algorithms; (ii) develop and maintain a global threat intelligence database to
identifymaliciouspatterns, senderbehaviors, andattack techniquesacrossAdaptive’s customer
base; and (iii) improve, enhance, and develo p Adaptive’s products and services, including the
Platform, systems, tools, general threat intelligence, detection efficacy, protection against
emerging threats, and future security offerings. For the avoidance of doubt, the license granted in
this Section 9.c does not extend to Raw Email Data (including email bodies, attachments, or
metadata identifying individuals). Adaptive’suse of Raw Email Data is limited solely to providing
and supporting the Email Security Product as described in Section 9.b and Section 9.d, and
subject to the retention limits in Section 9.f.
d. Malicious Email Use for Security and Improvement. (i) Customer acknowledges
and agrees that Adaptive may retain, analyze, review, annotate, and otherwise process and use
Malicious Email Data as necessary to detect, investigate, remediate, and prevent security threats,
and to improve Adaptive’s detection capabilities, including training, developing, and improving
Adaptive’s internal AI models and algorithms, and developing threat intelligence, in each case
subject to Section 9.e of this Agreement. (ii) To the extent any malicious email is subsequently
confirmed to be legitimate and not malicious by Customer via marking the email as “Safe” using
settingsinthePlatform(“Re-Classified Email”),AdaptiveshalltreatsuchRe-Classified Email as
Email Data and Raw Email Data (as appropriate) and restrict such Re-Classified Email from any
uses not otherwise provided for herein. Adaptive will use commercially reasonable efforts to
implement such changes to email classifications within sixty (60) days. Notwithstanding the
foregoing, Customer may, at its sole discretion, elect to permit Adaptive to retain and use Re-
Classified Email (including for the purposes described in Section 9.d(i)) by affirmatively opting in
through settings in the Platform. Customer may withdraw such consent at any time through the
same settings, and upon withdrawal, Adaptive will cease further use of such Re-Classified Email
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for purposes beyond those permitted for Email Data and Raw Email Data within sixty (60) days
of such withdrawal.
e. Data Safeguards. (i) When exercising the rights granted under this Section 9,
Adaptive shall: (A) implement commercially reasonable technical and organizational measures to
protect Email Data, including encryption in transit and at rest; (B) not sell Email Data to third
parties; (C) when using third-party large language model providers, use only services that do not
retainCustomerdatafortrainingpurposes(i.e.,“zerodataretention”providers);(D)notuseRaw
Email Data (including email bodies and attachments) for training AI models, except as expressly
permitted for Malicious Email Data under Section 9.d, or as otherwise instructed by Customer
pursuant to customer-specific AI model offerings from Adaptive; and (E) limit internal access to
Raw Email Data to personnel with a need-to-know basis for providing and supporting the Email
Security Product. (ii) Adaptive may use service providers (including hosting, observability, security
operations, and support providers) to process Email Data solely to provide and improve the Email
Security Product, subject to the terms of this Section 9.
f. Data Retention. (i) Derived Data. Adaptive may retain Derived Data after the
expiration or termination of this Agreement, subject to applicable data protection laws. (ii) Raw
Email Data. Adaptive will delete or de-identify Raw Email Data (including email bodies and
attachments, but excluding Malicious Email Data and Email Metadata) within fourteen (14) days
ofprocessing,unlessalongerretentionperiodisrequiredfor(A)Adaptive’s customer -specific AI
model services requested by Customer; (B) an active security investigation; or (C) applicable law.
During the retention period, Raw Email Data will be used solely to provide the Email Security
Product and support active security investigations, in each case subject to Section 9.e of this
Agreement. (iii) Malicious Email Data. Adaptive may retain Malicious Email Data for up to one
hundred eighty (180) days following detection to support investigation and improvement of
security detections. (iv) Email Metadata. Adaptive may retain Email Metadata for up to one
hundred eighty (180) days for security analytics and threat intelligence purposes, after which it
will be deleted or de-identified.
g. Customer Data Deletion Rights. (i) Deletion Requests. Customer may request
deletion of its Raw Email Data, Email Metadata, and/or Malicious Email Data at any time by
submitting a written request to Adaptive at the designated contact address (or such other method
as Adaptive may provide). (ii) Deletion Timeline. Adaptive will use commercially reasonable efforts
to delete the requested data within thirty (30) days of receiving the request, and will provide written
confirmation of deletion upon completion. (iii) Exceptions. Adaptive is not required to delete data
to the extent that retention is: (A) required by applicable law, regulation, or legal process; (B)
necessary for an active, documented security investigation; or (C) technically infeasible (e.g., data
already incorporated into Derived Data). (iv) Termination. Upon expiration or termination of this
Agreement, Adaptive will delete all Raw Email Data, Email Metadata, and Malicious Email Data
within sixty (60) days, subject to the exceptions in Section 9.g(iii).
h. Representations and Warranties. In addition to the representations and warranties
set forth in Section 13, Customer represents, warrants, and covenants that: (i) it has obtained,
and shall maintain throughout the term of the applicable Order Form, all rights, consents, and
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authorizations required under applicable laws to access and use the Email Security Product as
contemplated bythisSection9,includingAdaptive’s processingofanyEmail Data in connection
therewith; (ii) it has the legal authority to collect, transmit, and make available Email Data to
Adaptive as contemplated by this Agreement, including under all applicable privacy, data
protection, and employment laws, rules and regulations; (iii) it is solely responsible for providing
all required notices to, and obtaining all required consents from, its Email Security Users regarding
Customer’s useof theEmail SecurityProduct, including the collectionand transmissionofEmail
Data; and (iv) its use of the Email Security Product shall comply with all applicable laws in each
jurisdiction in which the Email Security Product is used or deployed.
i. Warranty Disclaimer. CUSTOMER ACKNOWLEDGES AND AGREES THAT
CERTAIN FEATURES OF THE EMAIL SECURITY PRODUCT RELY ON AUTOMATED
DETECTION METHODOLOGIES, INCLUDING AI-BASED CLASSIFICATION AND RISK
SCORING, WHICH MAY PRODUCE FALSE POSITIVES (E.G., INCORRECTLY IDENTIFYING
A COMMUNICATION AS MALICIOUS) OR FALSE NEGATIVES (E.G., FAILING TO IDENTIFY
A COMMUNICATION AS MALICIOUS). ADAPTIVE SHALL NOT BE LIABLE FOR ANY LOSSES
ARISING OUT OF OR RELATED TO (I) ANY FALSE POSITIVE OR FALSE NEGATIVE, OR (II)
ANY FAILURE OF THE PLATFORM TO DETECT, PREVENT, OR REMEDIATE ANY SECURITY
THREAT, MALICIOUS COMMUNICATION, OR DATA EXPOSURE.
j. Indemnification.In addition to the indemnification obligations set forth in Section
16, Customer shall, to the extent permitted by the Constitution and laws of the State of Iowa,
indemnify, defend, and hold harmless Adaptive and its affiliates, and each of their respective
officers, directors, consultants, contractors, agents, attorneys, and employees from and against
allLosses(definedbelow)arisingoutofanyAction(definedbelow)resultingfrom:(i)Customer’s
breach of its representations, warrantie sorcovenantsinSection9.h;or(ii)Customer’suseofthe
Email Security Product.
10. AI Governance Products. If Customer purchases access through an Order Form to
Adaptive’s AI governance products, including Adaptive’s browser extension that permits IT
administration and monitors web activity for security risks and unauthorized interactions with tools,
as well as any accompanying administrative portal, dashboards, and reporting features, or any
features or services that involve the automated scanning, analysis, or processing of Customer’s
browser activity data (such features, collectively, the“AIGovernanceProducts”),thenthisSection
10 applies to such access and use. In the event of any conflict between this Section 10 and any
other provision of this Agreement with respect to Browser Data, this Section 10 shall control.
Customer acknowledges that the AI Governance Products involve the use of artificial intelligence
and machine learning technology. The AI Governance Products constitute part of the Platform for
all purposes under this Agreement. Adaptive hereby grants to Customer during the term of any
applicable Order Form a non-exclusive, non-transferable, non-assignable (except as otherwise
stated in this Agreement) and non-sublicensable right and license to access and use the AI
GovernanceProducts forCustomer’s internal businesspurpo ses, subject to any usage limits set
forth in an applicable Order Form, including (i) to deploy and enable the AI Governance Products
on the devices of those Authorized Users whose web browsing activity Customer elects to monitor
(each such Authorized User,an“AIGovernanceUser”)andenablesuchAIGovernanceUsersto
access and use the AI Governance Products deployed on their devices; and (ii) to designate AI
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Governance Users to access and use the administrative portal, dashboards, and reporting
features of the AI Governance Products to monitor web browsing activity for security risks, detect
and manage unauthorized application usage, and monitor and enforce policies governing
interactions with tools.
a. Definitions. For purposes of this Section 10, the following definitions apply:
“Derived Data” means any data generated by Adaptive through processing, analysis, or
transformation of Customer Information, including but not limited to: de-identified Browser
Metadata, risk signals, classification labels, sensitivity scores, threat intelligence, de-identified
usage patterns, and plain-language risk summaries. Derived Data reflects Adaptive’s analytical
output in a de-identified manner and does not include Raw Browser Data or Browser Metadata in
unprocessed form. For the avoidance of doubt, Derived Data is not Customer Information.
“BrowserMetadata”meansstructured,non -content data collected by the AI Governance Products
aboutauser’sbrowsingsession,includ ing but not limited to: page-level metadata, navigation and
referral data, file transfer event data, and device context. Browser Metadata does not include the
substantivecontentof webpages,user inputs,orfiles. “RawBrowserData”meansunprocessed
Browser Data, prior to aggregation, anonymization, or derivation.
b. Browser Data Processing. Customer acknowledges and agrees that the AI
Governance Products will access and process data sent to, from, or within Customer’s web
browsing environment, including downloaded and uploaded data, website information, website
interactions, browser information, browser plugins, browser settings information, device
information,andotherinformationrelatedtouseoftheapplicablebrowser(collectively,“Browser
Data”), for the purpose of providing the AI Governance Products, which ma y include, but not be
limited to, detecting, analyzing, classifying, and seeking to remediate potential security threats.
Fortheavoidanceofdoubt, BrowserData constitutes Customer’s ConfidentialInformationunder
this Agreement and is subject to the confidentiality obligations set forth herein.
c. Data Use Rights. In addition to the rights granted to Adaptive under this Agreement
with respect to Customer Information, Customer hereby grants Adaptive a non-exclusive, royalty-
free, worldwide license to use Derived Data to improve, enhance, and develop Adaptive’s
products and services, including the Platform, systems, tools, general threat intelligence and
global threat intelligence database, detection efficacy, protection against emerging threats, and
future security offerings. For the avoidance of doubt, the license granted in this Section 10.c does
notextendtoRawBrowserData.Adaptive’suseofRawBrowserDataislimitedsolelytoproviding
and supporting the AI Governance Products as described in Section 10.b, and subject to the
retention limits in Section 10.f.
d. Browser Metadata Use for Security and Improvement . Customer acknowledges
and agrees that Adaptive may retain, analyze, review, annotate, and otherwise process and use
Browser Metadata as necessary to detect, investigate, remediate, and prevent security threats,
andtoimproveAdaptive’sdetectioncapabilities, and developing threat intelligence, in each case
subject to Section 10.e of this Agreement.
e. Data Safeguards. (i) When exercising the rights granted under this Section 10,
Adaptive shall: (A) implement commercially reasonable technical and organizational measures to
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protect Browser Data, including encryption in transit and at rest; (B) not sell Browser Data to third
parties; (C) when using third-party large language model providers, use only services that do not
retainCustomerdatafortrainingpurposes(i.e.,“zero dataretention”providers);(D)notuseRaw
Browser Data for training AI models, except as instructed by Customer pursuant to customer-
specific AI model offerings from Adaptive; and (E) limit internal access to Raw Browser Data to
personnel with a need-to-know basis for providing and supporting the AI Governance Products.
(ii) Adaptive may use service providers (including hosting, observability, security operations, and
support providers) to process Browser Data solely to provide and improve the AI Governance
Products, subject to the terms of this Section 10.
f. Data Retention. (i) Derived Data. Adaptive may retain Derived Data after the
expiration or termination of this Agreement, subject to applicable laws. (ii) Raw Browser Data.
Unless otherwise directed in writing or via the Customer account settings by Customer to retain
for a longer period, Adaptive will delete or de-identify Raw Browser Data on a transient basis
following processing, unless a longer retention period is required for (A) Adaptive’s customer -
specific AI model services requested by Customer; (B) an active security investigation; or (C)
applicable law. During the retention period, Raw Browser Data will be used solely to provide the
AI Governance Products and support active security investigations, in each case subject to
Section 10.e of this Agreement. (iii) Browser Metadata. Unless otherwise directed by Customer,
and subject to Section 10.g of this Agreement, Adaptive may retain Browser Metadata for the
term of the applicable Order Form to provide the AI Governance Products, support active security
investigations, and as otherwise provided in this Section 10.
g. Customer Data Deletion Rights. (i) Deletion Requests. Customer may request
deletion of its Raw Browser Data or Browser Metadata at any time by submitting a written request
to Adaptive at the designated contact address (or such other method as Adaptive may provide).
(ii) Deletion Timeline. Adaptive will use commercially reasonable efforts to delete the requested
data within thirty (30) days of receiving the request, and will provide written confirmation of
deletion upon completion. (iii) Exceptions. Adaptive is not required to delete data to the extent
that retention is: (A) required by applicable law, regulation, or legal process; (B) necessary for an
active, documented security investigation; or (C) technically infeasible (e.g., data already
incorporated into Derived Data). (iv) Termination. Upon expiration or termination of this
Agreement, Adaptive will delete all Raw Browser Data and Browser Metadata within sixty (60)
days, subject to the exceptions in Section 10.g(iii).
h. Representations and Warranties. In addition to the representations and warranties
set forth in Section 13, Customer represents, warrants, and covenants that: (i) it has obtained,
and shall maintain throughout the term of the applicable Order Form, all rights, consents, and
authorizations required under applicable laws to access, deploy, and use the AI Governance
Products as contemplated by this Section 10, including Adaptive’s processing of any Browser
Data in connection therewith; (ii) it has the legal authority to collect, transmit, and make available
Browser Data to Adaptive as contemplated by this Agreement, including under all applicable
privacy, data protection, and employment laws, rules and regulations; (iii) it is solely responsible
for providing all required notices to, and obtaining all required consents from, its AI Governance
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Users regarding Customer’s use of the AI Governance Products, including the collection and
transmission of Browser Data; and (iv) its use of the AI Governance Products shall comply with
all applicable laws in each jurisdiction in which the AI Governance Products are used or deployed.
i. Warranty Disclaimer. CUSTOMER ACKNOWLEDGES AND AGREES THAT: (I)
THE AI GOVERNANCE PRODUCTS RELY ON AUTOMATED DETECTION
METHODOLOGIES, INCLUDING AI-BASED CLASSIFICATION AND RISK SCORING, WHICH
MAY PRODUCE FALSE POSITIVES (E.G., INCORRECTLY IDENTIFYING ACTIVITY AS A
SECURITY RISK) OR FALSE NEGATIVES (E.G., FAILING TO IDENTIFY ACTUAL SECURITY
RISKS); (II) PLATFORM OUTPUTS GENERATED BY THE AI GOVERNANCE PRODUCTS ARE
PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL,
COMPLIANCE, OR EMPLOYMENT ADVICE; AND (III) CUSTOMER IS SOLELY RESPONSIBLE
FOR REVIEWING AND EVALUATING ALL PLATFORM OUTPUTS PRIOR TO TAKING ANY
ACTION BASED THEREON, INCLUDING ANY EMPLOYMENT, DISCIPLINARY, OR ACCESS-
RELATED DECISIONS. ADAPTIVE SHALL NOT BE LIABLE FOR ANY LOSSES ARISING OUT
OF OR RELATED TO (A) ANY FALSE POSITIVE OR FALSE NEGATIVE PLATFORM OUTPUT,
(B) ANY ACTION TAKEN OR NOT TAKEN BY CUSTOMER OR ITS AI GOVERNANCE USERS
IN RELIANCE ON PLATFORM OUTPUTS, OR (C) ANY FAILURE OF THE AI GOVERNANCE
PRODUCTS TO DETECT, PREVENT, OR REMEDIATE ANY SECURITY THREAT,
UNAUTHORIZED APPLICATION USAGE, OR DATA EXPOSURE.
j. Indemnification. In addition to the indemnification obligations set forth in Section
16, Customer shall, to the extent permitted by the Constitution and laws of the State of Iowa,
indemnify, defend, and hold harmless Adaptive and its affiliates, and each of their respective
officers, directors, consultants, contractors, agents, attorneys, and employees from and against
all Losses arising out of any Action resulting from: (i) Customer’s breach of its representations,
warranties or covenants in Section 10.h; (ii) any claims by employees, contractors, or other AI
Governance Users arising out of or relating to the AI Governance Products; (iii) Customer’s
collection, transmission, or processing of Browser Data, including any claim that such collection,
transmission, or processing violates applicable privacy, data protection, or employment laws,
rules orregulations; or(iv) Customer’s use of theAI GovernanceProducts.
11. Platform and Product Availability. Adaptive shall use commercially reasonable efforts
to make the Platform available to Customer during the Term, except for downtime due to: (i)
scheduled maintenance; (ii) Force Majeure Events; (iii) internet and network issues between
Adaptive and Customer; (iv) third-party service interruptions; (v) email or SMS delivery delays;
(vi) misuse or unauthorized use of the Platform by Customer or its Authorized Users; (vii)
Customer’s fraud, gross negligence, or willful misconduct; or (viii) Customer’s failure to comply
with the terms and conditions of this Agreement. Customer acknowledges and agrees that the
Adaptive SMS/Voice Phishing product is subject to network availability and restrictions imposed
by the applicable telecommunication carrier(s), and that Adaptive shall not be liable for any
unavailability of the SMS/Voice Phishing product resulting from disruptions to, or restrictions
imposed by, the applicable telecommunication carrier network(s) or third-party service
interruptions.
12. Term and Termination.
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a. Term. This Agreement will commence on the effective date of the first
Order Form between Adaptive and Customer and continues until all Order Forms have expired
or areterminatedaccording to theirterms(the “Term”).
b. Termination for cause. Either Party may terminate this Agreement or an
individualOrderFormuponthirty(30)days’priorwrittennoticetotheotherPartyiftheotherParty
is in material breach of this Agreement or an individual Order Form and the breaching Party fails
to remedy the breach within such thirty (30)-day notice period. In the event of termination for
cause, the licenses granted to Customer in this Agreement will automatically terminate, Customer
shall immediately cease all use of the Platform, and all Fees owed pursuant to Section 5 shall
become immediately due and payable.
c. Termination for Convenience.Customer may terminate this Agreement or
any active Order Form for convenience upon sixty (60) days’ written notice to Adaptive. In the
event of such termination, Customer shall pay to Adaptive an early termination fee equal to fifty
percent (50%) of the remaining unpaid Fees for the unexpired portion of the then-current multi-
year Term, after which Customer shall have no further financial liability to Adaptive for the
terminated services.
d. Suspension. Adaptive may, with prior written notice to Customer, suspend,
limit, or restrict Customer’s and/or its Authorized Users’ access to the Platform, and restrict,
disable, or quarantine Customer Information, if: (i) any amount due under this Agreement remains
unpaid for more than fifteen (15) days after the due date; (ii) Customer or its Authorized Users
use the Platform in violation of this Agreement; or (iii) Customer or its Authorized Users use the
Platform in an unauthorized or fraudulent manner.AnysuchsuspensionshallnotlimitAdaptive’s
right to terminate this Agreement pursuant to Section 12.b.
e. Expiration. Upon expiration Agreement, the licenses granted to Customer
in this Agreement will automatically terminate, Customer shall immediately cease all use of the
Platform. Any usage by Customer of the Platform specified in an Order Form beyond the
expiration or termination of the applicable Order Form shall be: (i) paid for by Customer at
Adaptive’s standard monthly fees for such Platform; and (ii) subject to the terms and conditions
of this Agreement. Any such continued use of the Platform after expiration the Order Form shall
notaffectAdaptive’srighttodiscontinueorterminatethePlatform at any time post -expiration.
f. Survival. The provisions of Sections 1.a (“Use of the Platform”), 3.a
(“Adaptive Ownership of Platform”), 3.d (“Platform Feedback”), 5 (“Fees; Payment Terms”), 6
(“Confidentiality”), 9.c (“Data Use Rights”)(solelywith respect to DerivedDatageneratedprior to
expiration or termination), 9.f (“Data Retention”), 9.g (“Customer Data Deletion Rights”), 9.h
(“Representations and Warranties”), 9.i (“Warranty Disclaimer”), 9.j (“Indemnification”), 10.c
(“Data Use Rights”) (solely with respect to Derived Data generated prior to expiration or
termination), 10.f (“Data Retention”), 10.g (“Customer Data Deletion Rights”), 10.h
(“Representations and Warranties”), 10.i (“Warranty Disclaimer”), 10.j (“Indemnification”), 11.d
(“Effectof Termination”),11.e (“Survival”), 12 (“Representations and Warranties”), 13 (“Warranty
Disclaimer”), 14 (“Limitation of Liability”), 15 (“Indemnification”), 16 (“Press Release; Publicity”),
17 (“Notices”), 18 (“Third-Party Interactions”), 19 (“Miscellaneous”) and any provisions that, by
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their nature or terms, are intended to survive the expiration or termination of this Agreement, along
with all defined terms used in those provisions and sections, will survive the expiration or
termination of this Agreement.
13. Representations and Warranties.
a. Mutual Representations and Warranties . Each Party represents and warrants that:
(i) it is duly organized, validly existing, and in good standing under the laws and regulations of its
jurisdiction of incorporation, organization or chartering; (ii) it has the full right, power, and authority
to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform
all of its obligations hereunder; (iii) the execution of this Agreement has been duly authorized by
all necessary corporate or organizational action of the Party; (iv) when executed and delivered by
both Parties, this Agreement will constitute the legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms; and (v) it is in compliance with, and
shall perform its obligations hereunder in compliance with all applicable laws.
b. Customer Representations and Warranties . Customer represents, warrants, and
covenants that: (i) it owns or otherwise has sufficient rights to the Customer Information to grant
the rights and licenses set forth in this Agreement; (ii) its use of the Platform, including the initiation
and administration of any Cybersecurity Incident Simulations, will comply with all applicable laws,
rules, and regulations, including all applicable employment, privacy, data protection,
telecommunications, anti-fraud, and consumer protection laws; (iii) it has obtained, and shall
maintain throughout the Term, all necessary rights, consents, authorizations, and legal bases
required under applicable laws to provide Customer Information (including Personal Information)
to Adaptive and to authorize Adaptive’s processing of such Customer Information as
contemplated by this Agreement, including under all applicable privacy, data protection, and
employment laws, rules, and regulations; and (iv) it has the legal authority to collect, transmit, and
make available Customer Information to Adaptive as contemplated by this Agreement.
c. Customer Waiver of Claims. Customer hereby waives all claims against Adaptive
resulting from Cybersecurity Incident Simulations, provided such Cybersecurity Incident
Simulations are effected by Adaptive at the direction of Customer.
14. Warranty Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
SET FORTH UNDER SECTION 13 (“REPRESENTATIONS AND WARRANTIES”), ADAPTIVE
MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE AND ADAPTIVE HEREBY DISCLAIMS
ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF
TITLE, MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR
PURPOSE, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE FOREGOING.
15. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE
LAW, EXCEPT FOR (I) A PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL
MISCONDUCT, (II) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION
16 (“INDEMNIFICATION”), (III) EITHER PARTY’S BREACH OF ITS CONFIDE NTIALITY
OBLIGATIONS UNDER SECTION 6 (“CONFIDENTIALITY”), AND (IV) CUSTOMER’S
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PAYMENT OBLIGATIONS UNDER SECTION 5 (“FEES; PAYMENT TERMS”), IN NO EVENT
WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT EXCEED THE FEES THAT ARE DUE AND PAYABLE TO ADAPTIVE DURING
THE TWELVE (12) MONTHS PRECEDING THE OCCURRENCE GIVING RISE TO THE
APPLICABLE CLAIM. EXCEPT AS SET FORTH ABOVE, IN NO EVENT WILL EITHER PARTY
HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, FOR LOST PROFITS, DATA OR OTHER BUSINESS OPPORTUNITIES),
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THESE LIMITATIONS
WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS
REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.
16. Indemnification.
a. Indemnification by Customer. Customer shall, to the extent permitted by the
Constitution and laws of the State of Iowa, indemnify, defend, and hold harmless Adaptive and its
affiliates, and each of their respective officers, directors, consultants, contractors, agents,
attorneys, and employees from and against all losses, damages, liabilities, deficiencies, actions,
judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including
reasonable attorneys’ fees and the cost of enforc ing any right to indemnification hereunder and
the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or resulting
from any third-partyclaim,suit,action,orproceeding(each,an“Action”)arisingoutoforresulting
from: (i) Adaptive’s use of Customer Information in accordance with the terms and conditions of
this Agreement; (ii) Adaptive’s operation of the Platform and any Adaptive software or services
as set forth in the applicable Order Form and directed by Customer (including Cybersecurity
Incident Simulations); (iii) Customer’s breach of its representations, warranties, or covenants
underthisAgreement;(iv)Customer’sunauthorizeduseofthePlatform;or(v)Customer’suseof
the Platform in violation of applicable law.
b. Indemnification by Adaptive. Adaptive shall indemnify, defend, and hold harmless
Customer, and their respective officers, directors, consultants, contractors, agents, attorneys, and
employees from and against all Losses arising out of or resulting from any Action arising out of or
resulting from any claim that the Platform infringes or violates the rights (including intellectual
property rights) of any third party. Notwithstanding the foregoing, Adaptive will have no liability for
a third-party Action to the extent it arises out of or results from: (A) any breach of this Agreement
by Customer; (B) any modification, alteration or addition made to the Platform by Customer,
including any combination of the Platform with software not provided by Adaptive; or (C) any
CustomerInformation.ThissectionstatesAdaptive’sentireandsoleliabilitywithrespecttothird -
party Actions.
c. Indemnification Procedures. The Party seeking indemnity (“Indemnified Party”)
shall provide the other Party (“Indemnifying Party”) with prompt written notice of any claim;
provided that failure to provide such notice shall not relieve the Indemnifying Party of its
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obligations except to the extent materially prejudiced thereby. The Indemnifying Party shall, at its
sole expense, control the defense of such claim using counsel reasonably acceptable to the
Indemnified Party, and the Indemnified Party shall reasonably cooperate therein at the
Indemnifying Party’s expense. The Indemnifying Party may not settle any claim without the
Indemnified Party’s prior written consent (not to be unreasonably withheld, conditioned, or
delayed), unless such settlement consists solely of monetary damages payable by the
Indemnifying Party. If the Indemnified Party reasonably determines that the Indemnifying Party is
unableorunwillingtodefendtheIndemnifiedParty’sinterests,theIndemnifiedPartymayassume
the defense at the Indemnifying Party’s soleexpense.
17. Press Release; Publicity. Neither Party shall issue or release any announcement,
statement, or press release relating to this Agreement without obtaining the express prior written
consent of the other Party. Adaptive shall not use the Customer’s name, logo, or official seal in
any marketing materials without the express, prior written consent of the Customer.
18. Notices. Any notice required or permitted to be given under this Agreement will be
effective if it is (i) in writing and sent by certified or registered mail, or insured courier, return
receipt requested, to the appropriate Party at the address set forth in the Order Form and with the
appropriate postage affixed; or (ii) sent via electronic mail to legal@adaptivesecurity.com in the
case of Adaptive and to the address or email provided in the Order Form, in the case of Customer.
Either Party may change its address for receipt of notice by notice to the other Party in accordance
with this section. Notices are deemed given two (2) business days following the date of mailing,
one (1) business day following delivery to a courier, or on the same day an electronic mail is sent
to the recipient.
19. Third-Party Interactions.Customer’s use of any third-party products, packages or
services that are not provided by Adaptive which link to the Platform, or which are enabled in
conjunctionwiththePlatform(“Third-Party Interactions”)shallbeatCustomer’schoiceandsole
discretion. To the extent Customer decides to use Third-Party Interactions, Customer’s access
and use of such Third-Party Interactions shall be governed solely by the terms and conditions of
such Third-Party Interactions as between Customer and the third party. In the event Customer
enables, installs, connects, or provides access to any Third-Party Interactions for use with the
Platform, Customer (i) permits the transmission of Customer Information to such Third-Party
Interactions at Customer’s direction; (ii) permits such Third -Party Interactions to access the
Customer Information at Customer’s direction; and (iii) will provide notice to Adaptive of any
transmission of Customer Information and provide notice to Adaptive of the identity of such third
party (unless notice is provided in connection with an API call). Adaptive does not license, support,
control, endorse or otherwise make any representations or warranties regarding any Third-Party
Interactions, notwithstanding that Adaptive may have identified such Third-Party Interaction that
Customer subsequently decided to use, and notwithstanding that Customer has directed Adaptive
to implement or configure such Third-PartyInteractionsonCustomer’sbehalf.
20. Miscellaneous.
This Agreement will be governed by and construed under the laws of the State of Iowa without
reference to its conflict of laws principles. All disputes arising out of or related to this Agreement
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will be subject to the exclusive jurisdiction of the Iowa District Court for Dallas County, Iowa, or,
where applicable, the United States District Court for the Southern District of Iowa, and the Parties
agree to waive all rights to challenge the foregoing. This Agreement binds and is for the benefit
of the successors and permitted assigns of each Party. Neither Party may assign this Agreement
or any rightsunder it, in wholeorinpart, without theother Party’spriorwritten consent; provided
that either Party may assign this Agreement or any rights under it without prior written consent to
a successor in connection with a merger, acquisition, reorganization, consolidation, or sale of all
or substantially all of its assets or the business to which this Agreement relates. Any attempt to
assign this Agreement other than as permitted above will be void. Customer shall not access,
use, or make the Platform available in any country or region subject to comprehensive sanctions
administered by the U.S. Treasury Department’s Office of Foreign Assets Control, or to any
person or entity on any applicable U.S. government restricted party list. If any provision of this
Agreement is held by a court of competent jurisdiction to be unenforceable, then the remaining
provisions of this Agreement will remain in full force and effect. Neither Party will be liable for any
failure or delay in performing its obligations under this Agreement (other than payment
obligations) to the extent such failure or delay results from circumstances beyond the affected
Party’s reasonable control, including acts of God, natural disasters, war, terrorism, riots,
embargoes, acts of civil or military authorities, fire, flood, epidemic, pandemic,
telecommunications failures, cyber-attacks, power outages, or infrastructure failures (each, a
“Force Majeure Event”).TheaffectedPartyshallprovidepromptwrittennoticetotheotherParty
of the Force Majeure Event and use commercially reasonable efforts to mitigate its effects. If a
Force Majeure Event continues for more than thirty (30) consecutive days, either Party may
terminate this Agreement upon written notice to the other Party. This Agreement, including the
MSA and all related Order Form(s), embodies the entire agreement between the Parties with
respect to the subject matter set forth herein and supersedes any previous, or contemporaneous
communications, whether oral or written, express or implied. The terms of any Customer-
generated purchase order or any terms presented in connection with any vendor management
tool (e.g., vendor payment portal) will be void and shall have no legal effect. Adaptive may amend
this Agreement from time to time by posting an amended version at its website and sending
Customer written notice thereof. Such amendment will be deemed accepted by Customer and
become effective thirty (30) days after such notice (the “Proposed Amendment Date”), unless
Customer first gives Adaptive written notice of objection to the amendment. In case of such
objection, this Agreement will continue under the provisions in effect prior to the amendment, and
the amendment will become effective at the start of Customer’s next renewal following the
Proposed Amendment Date (unless Customer provides notice of non-renewal). Customer’s
continued use of the Platform following the effective date of an amendment will confirm
Customer’s consent thereto. This Agreement may not otherwise be modified or amended in any
other way except by a writing signed by both Parties. All waivers made under this Agreement
must be made in writing by the Party making the waiver.
Account
Name
Name
Phone
Email
Title
Bill To
902 Broadway,8th FL
New York,NY 10010
Son Le
City of Waukee
sle@waukee.org
Prepared By Marly Johnson Expiration
Date
Invoice Date 6/30/2026
7/1/2026
Director of Information Technology
Customer Information
Quote
Number
Sales Tax
Auto-Renew
Subscription
Term
FI
CCCCGJFH Payment
Terms
Billing
Frequency
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Order Summary
All pricing is in USD.Customer will make all payments via wire,ACH/EFT or credit card.Card payments may be subject to an additional 3%
credit card processing fee.Customer shall be responsible for any fees or surcharges that are charged to Adaptive in connection with
Customer making any payments.
Adaptive Elite Includes:
Training
AI &Security Modules
Global Module Language Support 39 Languages)
New Module Creation Customization
Scorm Export
GenAI Content Generator
Personalized AI Security Modules
10 Custom Deepfake employee videos
Compliance Modules (expert-vetted)
Security Posters across all threats
Security Newsletters
Phishing
Email Vendor Impersonation
Business Email Compromise
Email QR phishing
Phish Alert Application (for Google &Microsoft)
GenAI Email Phishing
Triage Phish Remediation
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Dashboard &Reports
Dynamic Groups
Integrations to HRIS /GRC
Dedicated Priority Support
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