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Revised May 5, 2026
THESE TERMS OF SERVICE (“Terms of Service”) APPLY TO
THE PROVISION OF SERVICES BY EVENLY ODD, INC. (D/B/A KNACK)
(“Knack”) AND FORM A BINDING CONTRACT BETWEEN YOU OR
THE COMPANY ON WHOSE BEHALF YOU ACCEPT THESE TERMS
(“Customer” or “you”) AND KNACK. IF YOU USE ANY SERVICES WITH SERVICE-SPECIFIC TERMS, YOU AND KNACK SHALL ENTER INTO ONE OR MORE SEPARATE WRITTEN AGREEMENTS WITH RESPECT TO SUCH SERVICES (each an “Addendum”) THAT SUPPLEMENTS THESE TERMS PRIOR TO ANY SUCH USE (collectively with the Terms of Service, the “Agreement”).
YOUR ACCESS TO AND USE OF THE SERVICES ARE CONDITIONED UPON YOUR
ACCEPTANCE OF AND COMPLIANCE WITH THE TERMS OF SERVICE. BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE THE LEGAL AUTHORITY TO BIND YOURSELF OR THE COMPANY TO THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE OR DO NOT HAVE SUCH AUTHORITY, YOU MAY NOT USE THE SERVICES.
THESE TERMS OF SERVICE INCLUDE MANDATORY BINDING ARBITRATION IN
SECTION 13(d). PLEASE REVIEW THESE TERMS CAREFULLY.
KNACK RESERVES THE RIGHT TO MODIFY THE TERMS OF SERVICE AT ANY TIME
BY POSTING AN IN-PRODUCT MESSAGE IN THE SERVICES OR SENDING AN EMAIL TO THE ACCOUNT OWNER. YOUR USE OF THE SERVICES FOLLOWING SUCH UPDATE CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THE TERMS OF SERVICE AS MODIFIED.
In consideration of the mutual benefits and commitments set forth
herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Knack and Customer hereby
agree as follows:
- DEFINITIONS
- “Applicable Laws” means all applicable federal,
state, and local laws, rules, and regulations, including, without
limitation, those referenced herein and all import and export
restrictions, the Fair Labor Standards Act, any statutes prohibiting
discrimination because of race, creed, color, national origin, age, sex,
or other prohibited classification, the FTC Act (15 U.S.C. §45(a)), the
CAN-SPAM Act of 2003, all state, federal and international laws with
respect to privacy and data security, and all state, federal and
international laws with respect to artificial intelligence including but
not limited to the EU AI Act. - “Application” means the web application created
by Customer using the Services; an Application may include but is not
limited to building databases, automating workflows, designing forms,
and integrating with and analyzing data from Customer systems, including
Knack Flow Partner Offerings. - “Authorized Users” means Customer personnel or
other third parties whom Customer has authorized to access and use the
Services and Knack Materials on Customer’s behalf. - “Confidential Information” means any information
or data, in any form, including, but not limited to oral, written,
graphic or electromagnetic forms, models, or samples, which the
disclosing party identifies as confidential or which is of such a nature
that the receiving party should reasonably understand that the
disclosing party desires to protect such information or data against
unrestricted disclosure or use, including business information,
financial data, and marketing data. - “Customer Content” means any data, information,
or material that is submitted to the Service or Application by Customer
or End Users (including from Customer Systems), and may include
trademarks, trade names, logos, and service marks used by Customer in
connection with the Services (collectively “Customer
Marks”). - “Customer Systems” means those systems, such as
collaboration, customer relationship management, accounting, artificial
intelligence, and other systems, and associated APIs, that Customer has
authorized Knack to use, access, integrate with, and analyze data from,
on its behalf in connection with Customer’s use of the
Services. - “Effective Date” means the date you accept these
Terms of Service. - “End Users” means those third parties that you
permit to use an Application. - “Feedback” means comments, questions,
suggestions, or other feedback relating to the Knack Materials, the
Services, or any features or functions thereof, including, without
limitation, Knack Flows and the Knack API. Feedback does not include any
Customer Content. - “Intellectual Property Rights” include all
patents, trademarks, copyrights, trade secrets, moral rights, and other
intellectual property rights, as may exist now or hereafter come into
existence, and all renewals and extensions thereof, and all improvements
to any of the foregoing, regardless of whether any of such rights arise
under the laws of any state, country or other jurisdiction. - “Knack API” means Knack’s proprietary protocols,
tools, and routines that enable Applications to access and interact with
the features, data, and functionality of the Services and third-party
software applications. - “Knack Flow” or “Flow” means a
pre-built automated template made available by Knack to support data
exchange between Applications and Knack Flow Partner Offerings or a
custom-built utility or script. Each of the foregoing use an application
programming interface or other similar technology that is made available
by the Knack Flow Partner to connect the Knack Flow Partner Offering
with an Application (each, a “Knack Flow
API”). - “Knack Flow Partner Offerings” means those
third-party product or service referenced here made
available by third parties (each a “Knack Flow
Partner”). - “Knack Materials” means any documentation,
instructions, templates, or other content made available by Knack to
Customer to facilitate Customer’s use of the Services, including the
Knack API. - “Payment Card Industry Data” means Cardholder
Data as defined by the Payment Card Industry Data Security Standard
v4.0, Cardholder Name excluded. - “Protected Health Information” has the meaning
set forth in the Health Insurance Portability and Accountability Act, as
amended (“HIPAA”). - “Sensitive Personal Data” has the meaning set
forth in Article 9 of the GDPR or other applicable data protection
legislation. - “Support” means the technical support services
provided by or on behalf of Knack as described in the applicable Plan,
as defined in Section 2(c). - “Taxes” means federal, state, local, and foreign
taxes, duties, levies, withholdings, and similar assessments. - “Term” has the meaning set forth in Section
7(a). - “Users” means Authorized Users and End Users
collectively.
- “Applicable Laws” means all applicable federal,
- OWNERSHIP AND USE OF THE SERVICES AND KNACK
MATERIALS- Services. Knack has developed a
software-as-a-service no-code application development platform (the
“Base Services”). The Base Services use proprietary
technology to permit Customers to create Applications without coding.
Knack also makes available Support, Add-Ons, and Hourly Services, each
as defined in Section 6 (collectively with the Base Services, the
“Services”). - Ownership. This is a subscription agreement for
access to and use of the Services and Knack Materials. Customer
acknowledges that it is obtaining only a limited right to access and use
the Services and Knack Materials and that no ownership rights are being
conveyed to Customer under this Agreement. Customer agrees that Knack or
licensors retain all right, title, and interest (including all
Intellectual Property Rights) in and to the Services and Knack
Materials, including any related code, and any and all underlying
technology and materials, and any derivative works, modifications, or
improvements of any of the foregoing (collectively, “Knack
Technology“). Except as expressly set forth in this Agreement,
no rights in any Knack Technology are granted to Customer. - License to use the Services. Subject to
Customer’s compliance with the Agreement, Knack hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable, right for
Customer and its Authorized Users, during the Term, to access and use
the Services, as described in the plan selected upon registration set
forth here and as may be updated by Knack from time to time or a custom plan mutually agreed in writing by the parties (each a “Plan”). Each Plan may include limitations such as the number of rows of data that may be stored in the Service (“Database Records”), and volume of files, documents, images, videos, audio recordings, or other digital content uploaded, stored, or transmitted by a User through the Services (collectively “Assets”) that may be stored in the Service (“Storage”); the number of transactions using Flows (“Flows Transactions”) or calls to an API (“API Calls”) that may be made by your Applications to Knack Flow Partner Offerings per day; and other metrics relating to your usage of the Service (collectively, the “Usage
Limits”), and whether you are entitled to make your Application
available through a domain name other than apps.knack.com
(“Custom Domains”). Customer may upgrade or downgrade
their Plan as set forth in Section 8(b) or as set forth in an
Addendum. - License to use Knack Materials. In connection
with Customer’s use of the Services, Knack may make available to
Customer or Authorized Users certain Knack Materials. Knack grants you a
limited, non-exclusive, non-sublicensable, non-transferable right for
Customer and Authorized Users, during the Term, to use, make a limited
number of copies of, display, and create derivative works of the Knack
Materials (and any derivative works created by or on behalf of Customer)
solely as required for Customer to utilize the Services. - License to Use Knack Flows. Notwithstanding
Section 2(c), and subject to Customer’s compliance with the terms set
forth in this Agreement, Knack grants to Customer a limited, revocable,
non-exclusive, non-transferable license to use the Knack Flows solely to
facilitate the combined use of the Application, Customer Systems, and
the Knack Flow Partner Offering. Customer’s license to use the Knack
Flow shall commence on the first date of such combined use and continue
until the first of the following occur: (a) the date on which the Knack
Flow is no longer made generally available by Knack to customers; (b)
expiration or termination of these Terms of Service; or (c) expiration
or termination of Customer’s entitlement to use the Knack Flow Partner
Offering, including any applicable Knack Flow Partner API. Customer
acknowledges and agrees that in connection with this license to use the
Knack Flows, notwithstanding anything to the contrary set forth in this
Agreement:- THE KNACK FLOWS ARE PROVIDED “AS IS,” AND NEITHER KNACK NOR THE APPLICABLE KNACK FLOW PARTNER MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT;
- NEITHER KNACK NOR THE APPLICABLE KNACK FLOW PARTNER SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL, OR FOR LOST REVENUES, OR LOST DATA, SYSTEMS OR LOST PROFITS, UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND
- NEITHER KNACK NOR THE APPLICABLE KNACK FLOW PARTNER SHALL HAVE ANY INDEMNIFICATION OBLIGATION TO CUSTOMER, INCLUDING BUT NOT LIMITED TO CLAIMS ALLEGING THAT THE USE OF THE KNACK FLOWS, OR THE COMBINATION OF AN APPLICATION, THE KNACK FLOW PARTNER OFFERING, AND/OR THE KNACK FLOW,
INFRINGES OR MISAPPROPRIATES THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.
- Users. Customer is responsible for all use of
the Services by its Users in accordance with the Agreement. The number
of Users may not exceed the limit set forth in the applicable Plan.
Customer is responsible for Users’ compliance with the terms of the
Agreement, including but not limited to safeguarding any user IDs,
passwords, or other credentials and login information that have been
provided to Customer or that are generated in connection with Customer’s
or its Users’ use of the Services (“Credentials”).
Credentials may not be shared or reassigned (except for the long-term
replacement of an individual who is no longer a User) without the prior
written approval of Knack. Customer will immediately notify Knack in
writing of any unauthorized use of the Services or any Credentials of
which Customer becomes aware. - Accessing the Services and Knack Materials.
- You are responsible for obtaining and maintaining all of the
appliances, hardware, software, and services that you may need to access and use the Services and Knack Materials. Without limiting the
foregoing, you must obtain and maintain, and pay all charges, taxes, and
other costs and fees related to internet access, telephone, computer,
and other equipment, and any communications or other charges incurred by you to access and use the Services and Knack Materials. - You acknowledge that you control access to and the management of
the Customer Content through your Services account. You are solely
responsible for the use of, and the results obtained from, the Services.
You acknowledge that the Services are provided to you via resources
accessed and used by Knack’s customers generally (i.e., shared
resources). If your actual usage of the Services adversely affects
Knack’s resources and/or use of the Knack services generally by its
other customers, Knack may, in its sole discretion: (a) require you to
adjust your usage of the Services, (b) automatically upgrade your
then-current Plan, or (c) terminate this Agreement or the applicable
Addendum, effective immediately.
- You are responsible for obtaining and maintaining all of the
- Feedback. Customer, from time to time, may
submit Feedback to Knack. Knack may freely use Feedback in connection
with Knack Technology. Customer hereby grants to Knack a perpetual,
non-exclusive, transferable, irrevocable, worldwide, royalty-free
license (with rights to sublicense) to make, use, sell, offer to sell,
reproduce, modify, distribute, make available, publicly display, and
perform, disclose, and otherwise commercially use the Feedback. - Knack Marks. Customer may only use Knack’s
trademarks, service marks, logos, trade dress, or trade names, whether
registered or unregistered, (collectively, “Knack Marks”) to the limited extent that “Powered by” Knack Mark is displayed in an Application. If the “Powered by” Knack Mark appears in the Application, Customer shall not remove or alter any such instance; provided, however, that Customer may move to a new Plan that does not require the use of such Knack Mark. Customer shall not use Knack Marks for any other use without Knack’s prior written consent, including for marketing purposes.
- Services. Knack has developed a
- RESTRICTIONS ON THE USE OF
SERVICES AND KNACK MATERIALS- You acknowledge and agree that the Services are not intended for
use in the storage, processing or handling of data that is (i) Payment
Card Industry Data, (ii) Protected Health Information, unless Customer
uses the Services in a HIPAA Environment and Customer and Knack have
entered into a HIPAA Customer Addendum and HIPAA Business Associate
Agreement, (iii) Sensitive Personal Data, (iv) Educational Records, as
defined in the U.S. Family Educational Rights and Privacy Act, or (v)
financial information subject to the Gramm-Leach Bliley Act of
1999. - You acknowledge and agree that you will not, and will not
authorize or permit any User or third party to:- Modify, copy, or create derivative works based on the Knack
Materials or any component thereof, except as explicitly set forth
herein; - Disassemble, reverse engineer, or decompile the Services or any
part thereof, or attempt to gain any access to the Services or related
software, systems, platforms, or networks for any purpose, including in
order to copy any ideas, features, content, functions, or graphics of
the Services; - Interfere with or disrupt the integrity or performance of the
Services; - Send or store infringing, obscene, threatening, hateful, vulgar,
abusive, harassing, defamatory, offensive, libelous, or otherwise
unlawful or tortuous material, or send or store any viruses or malicious
code, via the Services; - Access the Services for the purpose of monitoring its
availability, performance, or functionality, or for any other
benchmarking or competitive purposes, or release any results of
performance tests related to the Services to any third party without
Knack’s prior written consent; - Sell, distribute, rent, lease, license, sublicense, resell,
transfer, assign, display, modify, timeshare, outsource, or otherwise
make available to or provide the Services or any Application to a third
party (other than End Users) or use either of the foregoing in a service
bureau or outsourcing environment; - Use the Services in a manner or for any purpose that is not in compliance with the AWS Acceptable Use Policy; or
- Use any Knack Materials, separately from the Services or use the
Services or Knack Materials, or any component thereof, for any purpose
other than as specifically provided herein.
- Modify, copy, or create derivative works based on the Knack
- Accessing Knack Flows. Customer may elect to
utilize one or more Knack Flows between the Services and a Knack Flow
Partner Offering. Customer acknowledges and agrees that: (i) the use of
an Knack Flow Partner Offering requires Customer to agree to separate
terms and conditions with the applicable Knack Flow Partner, which will
govern Customer’s use of the Knack Flow Partner Offering, any applicable
Knack Flow Partner API, and such Knack Flow Partner’s access to and use
of data generated by the Application; (ii) Customer must maintain an
active entitlement to use the Knack Flow Partner Offering, including any
applicable Knack Flow Partner API, at all times while using an Knack
Flow; and (iii) the Knack Flow Partner Offerings, including any
applicable Knack Flow Partner API, are made available by the Knack Flow
Partner, not Knack, and, accordingly, Knack is not responsible for
providing any warranties, indemnities or technical support for such
Knack Flow Partner Offering and is not responsible for Customer’s
enablement, access to or use of any Knack Flow Partner Offering, nor for
any damage or loss caused in connection with Customer’s use of any Knack
Flow Partner Offering.
- You acknowledge and agree that the Services are not intended for
- CUSTOMER CONTENT AND CUSTOMER SYSTEMS
- Ownership. As between Knack and Customer,
Customer retains all right, title, and interest in and to Customer
Content and Customer Marks. Customer is solely responsible for the
accuracy, quality, and completeness of Customer Content and for
determining whether to provide or make available Customer Content
available to Knack.
- Rights in Customer Content. Customer represents
and warrants that: (i) it owns or otherwise controls any Customer
Content that it provides or makes available to Knack and that it is
authorized to provide the Customer Content to Knack in connection with
the Services; (ii) it will comply with all Applicable Laws in its use of
the Services, including any AI Features; (iii) it has obtained, or will
obtain prior to disclosure of Customer Content to Knack, any and all
necessary and appropriate authorizations, consents, permissions, and
rights to provide or make available the Customer Content to Knack,
including, as applicable, from individuals whose information is included
in the Customer Content; (iv) the Customer Content does not violate any
third party Intellectual Property Rights, or publicity, privacy or other
rights; (v) providing the Customer Content to Knack does not violate the
terms of service, privacy or other policies and/or any other agreements
governing Customer’s use of the Customer Systems; and (vi) Knack and its
licensors will have the right to collect, extract, compile, synthesize,
and analyze data and information resulting from or relating to
Customer’s use of the Services, including Input, as defined in Section
5(a), and Support (“Usage Data”). - Rights in Customer Systems. Customer represents
and warrants: (i) that it has a valid entitlement to use the Customer
Systems throughout the Term; (ii) that it will comply with all
agreements, terms and conditions, and policies in effect between
Customer and third-party providers of Customer Systems; and (iii) that
it has the right to provide Knack with access to the Customer Systems
for the purpose of providing the Services. - Licenses. Customer hereby grants to Knack and
its licensors: (i) a non-exclusive, worldwide, royalty-free, fully paid
up, sublicensable right and license during the Term to access and use
Customer Content solely to the extent required to perform Knack’s
obligations under the Agreement; (ii) a non-exclusive, worldwide,
royalty-free, fully paid up, sublicensable right and license during the
Term to access and use Customer Systems solely to the extent required to
perform Knack’s obligations under the Agreement; and (iii) a perpetual,
irrevocable, non-exclusive, worldwide, royalty-free, fully paid up,
sublicensable right and license to use the Usage Data solely in an
aggregated, de-identified and/or anonymized format such that Customer,
Users and individuals whose data is included in the Usage Data is not
identified, for the sole purpose of enhancing and improving the
Services, or for other legitimate business purposes.
- Ownership. As between Knack and Customer,
- AI FEATURES
- The Services may include artificial intelligence features to
assist with the building and maintaining of their Applications (the
“AI App Builder”) and to facilitate chat-based Support
(“AI Support,” and collectively with the AI App
Builder, the “AI Features”). The AI Features use
Customer Content, including but not limited to data, content, or other
information input into prompts, chat, and message logs
(“Input”), to make predictions, generate content based
on patterns in data, and create new content based on such data and
computer models. Customer acknowledges that such new content generated
by AI Features (“Output”) may produce inaccurate or
inappropriate content. It is Customer’s responsibility to evaluate
whether any such Outputs are appropriate for Customer’s use case,
including whether human review is appropriate before using or sharing
such Outputs. Customer acknowledges that factual assertions in Outputs
should not be relied upon without independently checking their accuracy,
as they may be false, incomplete, misleading, or not reflective of
recent events or information. The AI Features and Output are not
intended to substitute for the services of trained or licensed
professionals. The provisions of this Section 5 do not apply to any
Flows that include AI functionality included in a Knack Flow Partner
Offering. - Outputs are deemed Customer Content under the Agreement and
subject to the rights, restrictions, and obligations applicable thereto.
Notwithstanding the foregoing, Customer acknowledges and agrees that
another Knack customer may provide an Input to an AI Feature that
results in an Output that is identical or similar to an Output generated
for Customer. - Customer will not, nor permit Users to: (i) use an AI Feature to
develop any models that compete with Knack or its licensors or its
third-party LLM providers; or (ii) use any method to extract data, or
infer information, from an AI feature or otherwise attempt to discover
underlying components of the AI Feature, except to the extent such
restrictions are contrary to applicable law (e.g., underlying
components of models (for example model parameters, algorithms,
systems). Customer will not modify the intended purpose of an AI
Feature, including in such a way that the AI Feature could be classified
as high-risk or in violation of Applicable Laws. - It is Customer’s responsibility to use the AI Features in
compliance with the applicable Third-Party AI Terms found here.
- The Services may include artificial intelligence features to
- MAINTENANCE, SUPPORT, AND ADDITIONAL
SERVICES- Maintenance. Customer understands that regular
maintenance and backup procedures will cause temporary downtime during
which the Services cannot be used. There may also be interruptions to
the Services during non-scheduled maintenance. Knack will use reasonable
efforts to communicate with Customer about scheduled maintenance to the
Services. - Changes. Knack may implement changes and improvements to the Services from time to time, but in no event will such changes materially reduce the functionality of the Services as of the Effective Date. Knack will use reasonable efforts to communicate with Customer about planned changes to the Services.
- Support. Knack will use commercially reasonable
efforts to provide Support as set forth here at no additional charge to Customer. Knack shall have no obligation to provide Support in connection with any failure of the Services caused by or related to Customer’s use of the Services not in strict compliance with the Agreement. - Add-Ons and Hourly Services. In addition to the Base Services, Knack will provide certain add-on features (“Add-Ons”), and other services (“Hourly Services”), as set forth in the applicable Plan for an additional fee.
- Maintenance. Customer understands that regular
- TERM AND TERMINATION
- Term. The Terms of Service shall commence on the
Effective Date and shall continue for a period of one (1) month
(“Monthly Term”) or one (1) year (“Annual Term”) thereafter (each an “Initial Term”) as indicated in the Plan. Following the Initial Term, if the Terms of
Service have not been terminated in accordance with Section 2(g)(ii),
7(b), 10(a), 11(a), 13(a), or 13(g) of the Terms of Service, or the
Service Level Agreement (if applicable) (“SLA”), the Base Services, and any applicable Add-Ons, shall automatically renew for successive periods equal to the duration of the Initial Term (each an “Annual Renewal Term” or a
“Monthly Renewal Term,” collectively a “Renewal Term,” and each together with the applicable Initial Term, the “Term”), unless either party notifies the other party of its intent to non-renew no less than one (1) day prior to the end of the then-current Initial Term or Renewal Term. - Termination for Breach; Suspension. Either party
may terminate the Terms of Service or any Addendum if the other party
(i) fails to cure any material breach thereof (including a failure to
pay fees) within thirty (30) days after written notice; (ii) ceases
operation without a successor; or (iii) seeks protection under any
bankruptcy, receivership, trust deed, creditors’ arrangement,
composition, or comparable proceeding, or if any such proceeding is
instituted against that party (and not dismissed within sixty (60) days
thereafter). Customer may terminate the Terms of Service in accordance
with the SLA, effective upon written notice. Knack may suspend
Customer’s access to the Services and Customer Content during any period
that Customer is in material breach of the Agreement or in the event
Customer’s access to and use of the Services or the Customer Content
creates a material security vulnerability. Where practicable, Knack will
give you at least two (2) days’ advance notice of the suspension unless
the suspension is made under emergency circumstances. Knack may, in its
discretion, reinstate access to the Services when the grounds for
suspension are cured. - Effect of Termination. Upon termination of the
Terms of Service or any Addendum, all rights granted to you thereunder
will immediately terminate, and you will cease use of all applicable
Knack Technology. Customer is solely responsible for exporting Customer
Content before termination. Knack will retain Customer Content for up to
twenty-eight (28) days from the effective date of termination. If you
wish to export Customer Content following Knack’s termination for
breach, Knack will, at its option, either: (a) enable short-term access
to the Services at a scheduled time so that you may export Customer
Content, or (b) export Customer Content using its standard export tools
and provide such Customer Content to you. Knack has no obligation to
retain Customer Content after this twenty-eight (28) day period and may
destroy Customer Content at any time thereafter. - Survival. Upon expiration or termination of the
Terms of Service, the following sections of the Terms of Service shall
survive: Section 2(b) (Ownership), Section 2(h) (Feedback), Section 2(i)
(Knack Marks), Section 4 (Customer Content and Customer Systems),
Section 7(c) (Effect of Termination), Section 7(d) (Survival), Section 8
(Fees; Payment Terms), Section 9 (Confidentiality), Section 11
(Indemnification), Section 12 (Limitation of Liability), Section 13(c)
(Notices), Section 13(d) (Dispute Resolution), Section 13(f) (Entire
Agreement; Severability), Section 13(i) (Publicity; Marketing), and any
other terms that by their nature are intended to survive expiration or
termination.
- Term. The Terms of Service shall commence on the
- FEES; PAYMENT TERMS
- Fees. In consideration of your access to and use
of the Base Services, you shall pay the base monthly or annual fees set
forth in the Plan (“Base Fee”) as of the Effective Date
and upon the effective date of each Renewal Term thereafter, along with
any and all monthly or annual fees for Add-Ons referenced in the Plan
(with the Base Fee, the “Fees”). All Fees are due and
payable in U.S. dollars. Knack may change the Fees for any Renewal Term
by notifying Customer, either through in-product message or by email to
the email address used at registration, at least ten (10) days before
the end of the then-current Monthly Term or Monthly Renewal Term or at
least thirty (30) days before the end of the then-current Annual Term or
Annual Renewal Term. - Upgrades and Downgrades to Plan. Customer may
upgrade their Plan to a higher-level Plan or add Add-Ons at any time,
and Customer will be charged a pro-rated amount through the end of the
then-current Initial Term or Renewal Term. Customer may request to
downgrade their Plan, including changing their Plan from an Annual Term
to a Monthly Term, or remove Add-Ons, at any time, and Knack will
process such change no later than the end of the then-current Initial
Term or Renewal Term. - Customer Usage. Customer will use the Services
in accordance with the Usage Limits set forth in its Plan. If you exceed
the Usage Limits for Records or for Storage, you will be required to
purchase one (1) or more upgrades to such Usage Limits (each a
“Records Pack”), in accordance with your Plan. - Credit Card Charges. If you pay by credit card
and Knack does not receive payment from your credit card issuer, you
agree to pay Knack all amounts due immediately upon demand, including
any fees resulting from failure of your credit card issuer to process
charges. If you dispute any charge to your credit card made by Knack,
unless prohibited by law, you agree not to cancel, revoke, charge back,
or dispute any amounts previously charged to your credit card. If you do
any of the foregoing and it is later determined that the charge was
properly authorized pursuant to these Terms of Service, you agree to pay
all out-of-pocket fees and costs incurred by Knack as a result of the
improper cancellation, revocation, chargeback, or dispute. - Late Payment. You must pay all Fees in full each
applicable billing period as set forth in this Section 8. In the event
of late payment, Knack reserves the right to suspend the provision of
the Services and Support to you and/or impose a late payment fee and/or
charge interest on any overdue amounts. Such late payment fee will be
the lesser of: (1) one and one-half percent (1.5%) of such overdue
payment per every thirty (30) day period or portion thereof; or (2) the
maximum amount permissible by applicable law. You agree to pay all
attorneys’ fees and costs of collection arising from efforts by Knack to
collect any past due amounts from you to the extent allowed by
law. - Taxes. All Fees are exclusive of taxes, and
Customer is responsible for the payment of all taxes in connection with
the Services, Add-Ons, and Hourly Services, excluding taxes on Knack’s
net income. Knack will not invoice Customer, and Customer will not pay
for sales, use, or excise taxes if Customer provides Knack with
certificates or other evidence supporting the applicable tax
exemptions. - No Refunds. All Fees paid by Customer are
non-refundable and no refunds will be issued for partial periods of
service, downgrades of your Plan, or for unused periods during an active
subscription, including in the event of termination of the Terms of
Service except as set forth in Sections 10(a) and 11(a), or suspension
of your access to the Services in accordance with the Terms of Service.
Except as set forth in an Addendum, there are no charges for canceling a
Plan at least one (1) business day prior to the end of an Initial Term
or Renewal Term, as applicable. The Fees charged for each Renewal Term
will be automatically updated to reflect any changes to the Fees or the
Service Plan, including upgrades or downgrades. Subscription changes,
including downgrades, may result in loss of access to Customer Content,
features, or an increase or reduction in the other functionality
provided by the Services.
- Fees. In consideration of your access to and use
- CONFIDENTIALITY
- Confidential Information. Customer and Knack may
disclose information to one another, and Customer may access information
in connection with the Services, which is considered by the disclosing
party to be proprietary or Confidential Information.
“Confidential Information” includes any information or
data, in any form, including, but not limited to oral, written, graphic
or electromagnetic forms, models, or samples, which the disclosing party
identifies as confidential or which is of such a nature that the
receiving party should reasonably understand that the disclosing party
desires to protect such information or data against unrestricted
disclosure or use, including business information, financial data, and
marketing data. Confidential Information does not include information
that (i) was rightfully in the receiving party’s unrestricted possession
prior to disclosure to it by the disclosing party, (ii) is or becomes a
matter of public knowledge through no fault of the receiving party and
without breach of this Section 9 by the receiving party, (iii) is
rightfully received by the receiving party from a third party without
restriction, or (iv) is or was independently developed by the receiving
party. Customer Content is considered Customer Confidential
information. - Obligations. All Confidential Information shall
remain the sole property of the disclosing party, and the receiving
party shall exercise the same degree of care and protection with respect
to the other party’s Confidential Information that it exercises with
respect to its own confidential information during the Term and for a
period of three years following the expiration or termination thereof.
The receiving party shall not use the Confidential Information of the
other party except as necessary to fulfill its obligations under the
Agreement, nor shall it disclose, copy, distribute, republish, or allow
any third party to have access to Confidential Information to without
the prior written consent of the disclosing party; provided, however,
the receiving party may disclose the disclosing party’s Confidential
Information to its employees, consultants, and agents who are bound by
obligations of confidentiality no less protective than those set forth
in this Section 9, and receiving party shall be responsible for any
unauthorized disclosure of any Confidential Information by such persons
as if receiving party had made such unauthorized disclosure
itself. - Compelled Disclosure. If a party becomes legally
compelled to disclose any Confidential Information, that party shall
provide the other party with prompt prior written notice of such
requirement so that the party may seek a protective order or other
appropriate remedy. If such protective order or other remedy is not
obtained, the compelled party agrees to furnish only that portion of the
information which is legally required, as is advised by written opinion
of counsel, and to exercise reasonable efforts to obtain confidential
treatment of such information.
- Confidential Information. Customer and Knack may
- LIMITED WARRANTY
- Limited Warranty. Knack warrants, for Customer’s
benefit only, that the Base Services (not including the AI Features,
Outputs, APIs, or Knack Flows) will operate in substantial conformity
with the applicable documentation. Knack’s sole liability (and
Customer’s sole and exclusive remedy) for any breach of this warranty
will be, at no charge to Customer, for Knack to use commercially
reasonable efforts to correct the reported non-conformity, or if Knack
determines such remedy to be impracticable, either party may terminate
these Terms of Service or the applicable Addendum and Customer will
receive a refund of any Fees Customer has pre-paid for use of the
Services for the terminated portion of the applicable Monthly or Annual
Term. The limited warranty set forth in this Section 10(a) will not
apply: (i) unless Customer makes a claim within thirty (30) days of the
date on which Customer first identified the non-conformity, or (ii) if
the non-conformity was caused by misuse or unauthorized modifications to
the Knack Technology or the use of any third-party hardware, software or
services in connection with the Base Services. - Warranty Disclaimer. EXCEPT FOR THE LIMITED
WARRANTY IN SECTION 10(a), THE SERVICES, INCLUDING SUPPPORT, ADD-ONS, AND HOURLY SERVICES, AND KNACK MATERIALS, AI FEATURES, AND OUTPUT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER KNACK NOR ITS LICENSORS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. KNACK DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES KNACK WARRANT THAT IT WILL REVIEW ANY CUSTOMER
CONTENT FOR ACCURACY. KNACK SHALL NOT BE LIABLE FOR THE RESULTS OF ANY COMMUNICATIONS SENT OR ANY COMMUNICATIONS THAT FAILED TO BE SENT USING THE SERVICES. KNACK SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, ERRORS IN TRANSMISSION, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN
USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, UNAUTHORIZED THIRD-PARTY ACCESS, CUSTOMER SYSTEMS, OR OTHER SYSTEMS, OR CAUSES OUTSIDE THE REASONABLE CONTROL OF KNACK. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
- Limited Warranty. Knack warrants, for Customer’s
- INDEMNIFICATION
- Indemnification by Knack. Knack will indemnify,
defend and hold Customer harmless from and against any and all losses,
damages, liabilities, costs, and expenses including, without limitation,
reasonable attorneys’ fees and disbursements (“Losses”)
incurred by Customer arising out of any claim by an unaffiliated third
party (each a “Claim”) that the Base Services (not
including any AI Feature, Output, API, or Knack Flow) infringe the
United States patent or the copyright of such third party. Knack shall
have no indemnification obligation for any infringement Claim to the
extent that it arises from: (i) use of the Base Services with any
software, hardware or components not owned or controlled by Knack; (ii)
any modification to the Base Services made by or on behalf of Customer;
(iii) use of the Base Services other than in the manner expressly
authorized by the Agreement; (iv) Customer Content; or (v) Customer’s
breach of the Agreement or its gross negligence of willful misconduct in
performing its obligations hereunder. If, in the sole determination of
Knack, the Base Services or any component thereof, has or may become the
subject of an infringement Claim, Knack will either procure the right,
at Knack’s sole expense, to permit Customer to continue using the Base
Services or applicable component, or replace or modify the Base Services
or applicable component so as to avoid infringement without materially
altering the functionality or performance thereof. If Knack reasonably
and in good faith determines that neither of the foregoing are
commercially practicable, Knack may, upon written notice to Customer,
require Customer to cease all use of the Service, or applicable
component, the licenses granted in the Agreement with respect to such
Service or applicable component shall terminate effective immediately,
and Knack will refund the unearned pro-rata portion of any prepaid Fees
for such Service or component. THIS SECTION STATES YOUR SOLE AND
EXCLUSIVE REMEDY AND KNACK’S ENTIRE LIABILITY FOR CLAIMS. - Indemnification by Customer. Customer shall
indemnify, defend, and hold harmless Knack and Knack’s officers,
directors, employees, agents, licensors and Knack Flow Partners (each a
“Knack Indemnitee”) against any and all Losses incurred
by a Knack Indemnitee in any action between such Knack Indemnitee and
any third party arising out of or related to Customer’s use of the
Services. - Indemnification Process. The indemnification
obligations set forth herein are contingent upon the following
conditions:- The indemnified party must promptly notify the indemnifying party
in writing of the third-party claim or action (however, failure of the
indemnified party to so promptly notify the indemnifying party will not
relieve the indemnifying party of its indemnification obligations
hereunder, except to the extent it has been damaged thereby); - The indemnified party will reasonably cooperate with the
indemnifying party in the defense of the matter; and - The indemnifying party will have sole control of the defense of
the action and negotiations for its settlement and compromise; provided,
however, that the indemnified party may, at its own cost, obtain
separate counsel to represent its interests.
- The indemnified party must promptly notify the indemnifying party
- Indemnification by Knack. Knack will indemnify,
- LIMITATION OF LIABILITY
- EACH PARTY’S LIABILITY AND THE OTHER PARTY’S EXCLUSIVE REMEDY FOR
DAMAGES FOR ANY CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE TERMS, REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT (INCLUDING WITHOUT LIMITATION, BREACH OF WARRANTY AND NEGLIGENCE CLAIMS) IS LIMITED TO THE ACTUAL, AWARDED DIRECT DAMAGES, NOT TO EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE MONTH IN WHICH THE CAUSE OF ACTION AROSE; AND - IN NO EVENT WILL EITHER PARTY, THEIR RESPECTIVE LICENSORS, OR ANY
OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS OR
AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY FOR (1) ANY CLAIMS OR DEMANDS OF THIRD PARTIES (OTHER THAN THOSE THIRD-PARTY CLAIMS COVERED BY SECTION 11); OR (2) ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR ANTICIPATED PROFITS, LOSS OF REVENUE, ECONOMIC LOSS, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OF EQUIPMENT, OR INTERRUPTION OF BUSINESS, WHETHER AN ACTION IS IN CONTRACT
OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
- MISCELLANEOUS
- Force Majeure. Neither party shall have any
liability to the other for any delay in performing any obligation under
the Agreement (other than the obligation to pay Fees, or to cease the
use of the Services or applicable component pursuant to Section 11(a),
to the extent caused by reason of circumstances beyond the reasonable
control of that party and without such party’s fault or negligence,
which shall include but not be limited to acts of God, war, strikes,
lack or failure of transportation facilities, acts of terrorism, fire,
acts of government authority (“Force Majeure Event”).
If a Force Majeure Event occurs, the affected party shall provide prompt
written notice to the other party, stating the period of time during
which it is expected to continue. If any such failure or delay in
performance continues for more than sixty (60) days, either party may
terminate the Agreement upon written notice to the other. - Independent Contractors. Customer and Knack are
independent contractors, and no agency, partnership, joint venture,
employee-employer, or franchisee-franchisor relationship is intended or
created by the Agreement. There are no third-party beneficiaries of this
Agreement. - Notices. Except as explicitly stated herein, in
an Addendum, or any agreement referenced therein:- Any notice to Knack shall be given in writing to:
- Force Majeure. Neither party shall have any
Legal Counsel
Evenly Odd, Inc. d/b/a Knack
500 Westover Dr
PMB 15397
Sanford, NC 27330
With a courtesy copy send to legal@knack.com;
- Any notice to Customer will be given to the address that Customer
provides to Knack during the registration process; and - Each party will update its address by proper notice to the other
party in the same manner as provided herein. Notice shall be deemed
given twenty-four (24) hours after the notice is sent, unless the method
of communication is email and the sending party is notified that the
electronic mail address is invalid, or the recipient does not
acknowledge receipt. Alternatively, either party may give notice by
certified mail, postage prepaid and return receipt requested, or by
reputable overnight carrier, which notice shall be deemed given three
(3) days after the date of mailing.
- Dispute Resolution.
- Governing Law. This Agreement shall be governed
by and interpreted in accordance with the laws of the Commonwealth of
Pennsylvania, United States of America, without regard to its conflicts
of laws principles. - Binding Arbitration. ANY DISPUTE, CLAIM, OR
CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY THEREOF WHICH CANNOT FIRST BE SETTLED AMICABLY AND SATISFACTORILY BETWEEN THE PARTIES (each a “Dispute”), SHALL BE ADJUDICATED IN PHILADELPHIA, PENNSYLVANIA BY BINDING ARBITRATION IN THE ENGLISH LANGUAGE, AND JUDGMENT ON THE AWARD RENDERED MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. FOR UNITED STATES-BASED CUSTOMERS, THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL
ARBITRATION RULES. FOR CUSTOMERS LOCATED OUTSIDE OF THE UNITED STATES, THE ARBITRATION WILL BE ADMINISTERED BY THE INTERNATIONAL CENTRE FOR DISPUTE RESOLUTION IN
ACCORDANCE WITH ITS INTERNATIONAL ARBITRATION RULES. THE ARBITRATOR(S) WILL HAVE THE AUTHORITY TO ALLOCATE THE COSTS OF THE ARBITRATION PROCESS AMONG THE PARTIES. EXCEPT AS MAY BE REQUIRED BY LAW, NEITHER A PARTY NOR AN ARBITRATOR MAY DISCLOSE THE EXISTENCE, CONTENT, OR RESULTS OF ANY
ARBITRATION HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF BOTH PARTIES. NOTWITHSTANDING KNACK RESERVES THE RIGHT TO SEEK INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION. - In the event the above-referenced arbitration clause is ruled
unenforceable by a court of law, you and Knack agree that all disputes
and matters whatsoever related to, arising under, in connection with or
incident to the terms of this Agreement, or the Services, shall be
litigated, if at all, before the United States District Court for the
Western District of Pennsylvania in Erie, Pennsylvania. You hereby
consent to such exclusive jurisdiction, waive any jurisdiction, venue,
or other objection that may be available, and waive any right to a jury
trial in any such court.
- Governing Law. This Agreement shall be governed
- Export Compliance. The Services may be subject
to export laws and regulations of the United States and other
jurisdictions. Customer may not permit users to access or use the
Services in a U.S.-embargoed country or in violation of any U.S. export
law or regulation, or in a manner that causes Knack to be in violation
of U.S. export laws, even if the use is permitted by the laws applicable
to you or your user or customer. Each party represents that it is not on
any restricted persons list maintained by the U.S., Canada, or any
member of the European Union. - Entire Agreement; Severability. The Agreement
represents the entire agreement between Customer and Knack with respect
to the subject matter hereof and supersede all prior agreements between
the parties regarding the subject matter of the Agreement. Any
pre-printed terms and conditions on or attached to a Customer purchase
order or similar document will have no force or effect. If one or more
of the provisions in the Agreement are found to be unenforceable or
invalid, the remaining paragraphs shall remain in effect. - Assignment. The Agreement may not be assigned by
a party without the prior written consent of the other party unless such
assignment is to (i) its parent or subsidiary; (ii) an acquirer of all
or substantially all of its stock or assets; or (iii) a successor by
merger. Any assignment in violation of this section shall be void. Any
actual or proposed change in control of Customer that results or would
result in a competitor of Knack directly or indirectly owning or
controlling 50% or more of Customer shall entitle Knack to terminate the
Agreement for cause immediately upon written notice. - No Waiver. Neither the failure or any delay on
the part of a party to exercise any right, remedy, power, or privilege
under the Agreement will operate as a waiver thereof, nor will any
single or partial exercise of any right, remedy, power or privilege with
respect to any occurrence be construed as a waiver of such right,
remedy, power, or privilege with respect to any other
occurrence. - Publicity; Marketing. Knack may identify you as
a customer on Knack’s website, provided that such identification is no
more prominent than the identification of Knack’s other customers and is
otherwise consistent with Knack’s practice of identifying its customers
on its website at that time. Except as otherwise provided herein, each
party agrees to submit to the other party all press releases and other
publicity matters or materials relating to this relationship between the
parties, and each party further agrees not to publish or use such press
releases or publicity matters or materials without the other party’s
prior written consent except to the extent that a party determines that
a disclosure is required under Applicable Laws.
