9.5 Channel Partner Purchases. In the event that the customer purchases products or services through an authorized knowBe4 distribution partner (i.e. reseller, distributor, ordering service provider, etc.), all payment terms are set out in the current agreement between that distributor and the customer. 12.1 KnowBe4 Exemption Obligations. KnowBe4 will defend and indemnify the Customer from and against all claims, losses, defects, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys` fees) that are ultimately awarded to the Customer, such as by a court-authorized settlement, binding mediation or arbitration proceeding resulting from an allegation by a third party that the authorized use of a Product by the Customer: U.S. patent of this third party infringed. Copyright or trade secret rights. KnowBe4`s exemption obligation above assumes that the customer immediately informs KnowBe4 in writing of such a claim (provided that the omission or delay does not relieve KnowBe4 of any obligation to compensate the customer, unless such delay or failure seriously impairs the defense of such claim) that KnowBe4 is solely entitled to: control the defense or settlement of such a claim and the appropriate support of KnowBe4 (at the sole cost of KnowBe4) in the event of a connection with it. Where a right to infringement arises under this section or if KnowBe4 finds that a claim is likely, KnowBe4 has the right to obtain at its discretion either (a) the right or license to continue to use the Products without the right to infringement; or (b) modify the Products in such a way that they are not prejudicial to the right without the loss of hardware functionality. If KnowBe4 is not reasonably available, KnowBe4 may, at its discretion, immediately terminate this Agreement and the offer associated with it and, once the Products contrary to law are returned, make a proportionate refund by the Customer of all fees paid in advance and not used for such Products for the remainder of the current Subscription Term.
Regardless of the foregoing, KnowBe4 is not required to respond to requests for violation of law based on or resulting from: (a) the use or combination of the Products with hardware, software, products, data or other materials that are not provided by KnowBe4; (b) modify or modify the Products by anyone other than KnowBe4; (c) the use of the products beyond the rights conferred by this Agreement; or (d) specifications or other intellectual property rights provided by Customer (together the “Excluded Rights”). . . .