State and Local Government Customer Addendum
Addendum to the TryHackMe Business Terms of Use (US)
This State and Local Government Customer Addendum ("Addendum") is entered into by and between TryHackMe Inc., a Delaware corporation ("TryHackMe"), and the state or local government entity identified in the applicable Quote ("Customer"). This Addendum is a companion addendum to the TryHackMe Business Terms of Use (US), including the Acceptable Use Policy and Documentation (collectively, the "Terms"), and applies specifically where the Customer is a US state or local government body. The Terms are hereby incorporated by reference, except as expressly modified by this Addendum. In the event of a conflict between the Terms and this Addendum, the terms of this Addendum shall prevail for state or local government Customers.
1. Precedence and Incorporation
This Addendum forms an integral part of the Terms for state and local government Customers. To the extent of any inconsistency or conflict between the provisions of this Addendum and the Terms, the provisions of this Addendum shall govern and control. All other provisions of the Terms not specifically modified by this Addendum shall remain in full force and effect.
2. Governing Law and Forum Selection
Notwithstanding clauses 23 (Governing Law) and 23.1, and clauses 24 (Dispute Resolution) and 24.4 (Jury Trial Waiver) of the Terms, the Terms and the Quote are governed by the laws of the State of The Contracting State, without reference to its conflict of laws principles. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, the Terms or this Addendum may be brought only in the state or federal courts located in The Contracting State. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive any objection based on venue or inconvenient forum. Notwithstanding the foregoing, the jury trial waiver set forth in clause 24.4 of the Terms shall not apply to the Customer if such a waiver is prohibited by the constitution or statutes of The Contracting State.
3. Sovereign Immunity
Nothing in the Terms or this Addendum constitutes a waiver of the Customer's sovereign immunity, governmental immunity, or any other defense or immunity available to the Customer under the constitution and laws of The Contracting State. The Customer does not waive any immunity except to the extent expressly and validly waived by the Customer's governing statute or by a specific authorization in writing executed by an authorized official of the Customer.
4. Indemnification Limits
Notwithstanding clause 8.6 of the Terms, the Customer's obligations to indemnify, defend, and hold harmless TryHackMe apply only to the extent permitted by the constitution and laws of The Contracting State. If the laws of The Contracting State prohibit or limit a government entity from indemnifying a private contractor, clause 8.6 of the Terms is limited to the extent necessary to comply with such prohibition or limitation. Any obligation in excess of that permitted by law is void and unenforceable as applied to the Customer, without affecting the obligations of any other party to the Terms.
5. Non-Appropriation of Funds
The Customer's obligation to make payments under the Terms, including obligations arising under multi-year subscriptions, automatic renewals pursuant to clause 12.2, or price adjustments pursuant to clause 7.3, is subject to the annual appropriation or budgetary approval of funds by the Customer's governing body. If funds are not appropriated or budgetarily approved for a subsequent budget cycle, the Customer may terminate the affected subscription upon written notice to TryHackMe, effective at the end of the last funded period. The Customer shall have no further liability for Fees or charges for Services delivered after the effective date of such termination, other than amounts due for Services delivered through that date. This right to terminate for non-appropriation is in place of, and not in addition to, any termination for convenience rights or limitations set forth in clause 12.3 of the Terms.
6. Public Records and Open Records Laws
The Customer may be subject to a public records, open records, freedom of information, or sunshine law of The Contracting State (the "Public Records Law"). Notwithstanding clause 9 (Confidentiality) of the Terms, including clause 9.3 (which treats the terms of the Quote, including the Fees, as TryHackMe's Confidential Information), the Customer may disclose information provided by TryHackMe, including the Quote and Fees, to the extent required by the Public Records Law or a valid legal process. Where practicable, the Customer shall provide TryHackMe with advance notice of such disclosure to allow TryHackMe to seek a protective order or an exemption from disclosure. TryHackMe may designate information as confidential or proprietary under the exemption procedures provided by the Public Records Law; however, the Customer does not guarantee that any such exemption will be granted by the custodian of records or a court of competent jurisdiction.
7. Late Payment Interest
Notwithstanding clause 7.5 of the Terms, any interest charged on late payments by the Customer shall not exceed the maximum rate permitted under the prompt payment or interest statute applicable to government contracts in The Contracting State (if any). Where such a statute applies, interest shall be calculated in accordance with the terms of that statute, rather than the rate set forth in clause 7.5.
8. Limitation of Liability
The liability caps set forth in clause 11 of the Terms shall continue to apply in full. Nothing in this Addendum shall increase either party's liability beyond the limitations set forth in clause 11. Furthermore, any liability of the Customer under the Terms or this Addendum remains subject to any applicable state tort claims act or statutory liability cap under The Contracting State law.
9. Contract Formation and Procurement Code Compliance
The parties acknowledge that the Quote and this Addendum are intended to comply with the public procurement requirements of The Contracting State and any applicable local procurement code, including requirements for competitive bidding or sole-source justification. If any term of the Terms or the Quote is inconsistent with a mandatory requirement of the procurement code of The Contracting State or the applicable local jurisdiction, that term is modified to the minimum extent necessary to comply with such requirement. This modification approach is consistent with the severance approach set forth in clause 17 of the Terms.
10. Assignment and Change of Control Notice
The parties reference clause 19 (Assignment) of the Terms. In addition to the requirements of clause 19, the Customer may require TryHackMe to provide advance notice before assigning the Terms or this Addendum to a successor entity in connection with a merger, acquisition, or sale of substantially all assets. The required notice period shall be as specified in the Quote or, if not specified, as required by the applicable procurement code of The Contracting State.
11. Contract Law and Ethics Compliance
Both parties agree to comply with all applicable state and local laws regarding ethics, lobbying, conflict of interest, and anti-collusion. The Customer certifies that no gratuities, kickbacks, or improper inducements have been offered or given in connection with the Quote or the execution of this Addendum.
12. Electronic Signatures
The parties confirm that electronic signatures are valid and binding under The Contracting State's enactment of the Uniform Electronic Transactions Act (UETA) or applicable state law.
13. Order of Precedence
For state and local government Customers, clause 25.2 (Order of Precedence) of the Terms is hereby supplemented and replaced by the following order of precedence:
- This Addendum (to the extent of permitted variations);
- The Quote;
- The Terms;
- The Acceptable Use Policy; and
- The Documentation.
Definitions
For purposes of this Addendum:
- "The Contracting State" means the specific state or local jurisdiction identified in the Quote as the governing jurisdiction for the Customer.
- "Public Records Law" means the state or local statutes, regulations, or common law principles requiring public access to government records.
All other capitalized terms used in this Addendum shall have the meanings ascribed to them in clause 25 (Definitions) of the Terms.
Dated: 10/11/2026