Knowland Free Trial Terms and Conditions
Last Updated Date: February 1, 2023
These Knowland Free Trial Terms and Conditions (“Terms”) are agreed between The Knowland Group (“Knowland”) and the subscriber identified in the free trial confirmation (“Confirmation”) received upon registering for the free trial (the “Subscriber”). These Terms will govern Subscriber’s access and use of the Knowland product(s) and service(s) specified in the Confirmation (the “Subscription Services”). Together with the Confirmation, these Terms constitute the “Agreement.”
PLEASE READ THIS AGREEMENT CAREFULLY. THE AGREEMENT GOVERNS YOUR USE OF THE PRODUCTS, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE PRODUCTS (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”) DURING YOUR FREE TRIAL. BY CLICKING ON THE “I ACCEPT” BUTTON AND/OR COMPLETING THE REGISTRATION PROCESS, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, (2) YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THE AGREEMENT ON BEHALF OF THE SUBSCRIBER AND TO BIND THE SUBSCRIBER TO THIS AGREEMENT, AND (3) YOU ACCEPT THIS AGREEMENT ON SUBSCRIBER’S BEHALF AND AGREE THAT SUBSCRIBER WILL BE LEGALLY BOUND BY ITS TERMS. IF SUBSCRIBER DOES NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, SUBSCRIBER MAY NOT ACCESS OR USE THE PRODUCTS OR THE SERVICES.
- DESCRIPTION OF SERVICE. Knowland will provide Subscriber a fourteen-day free trial subscription for its suite of cloud-based meeting intelligence products and reports, in accordance with the Confirmation.
- ACCESS TO THE FREE TRIAL SUBSCRIPTION SERVICES.
- Access. Subject to the terms and conditions contained in this Agreement, Knowland hereby grants to Subscriber a non-exclusive, non-transferable right to access the features and functions of the Subscription Services ordered under a Confirmation as hosted or delivered by Knowland for Subscriber’s internal business purposes only during the fourteen (14)-day free trial period, which begins on the date that Knowland activates the Subscription Services and ends on the fourteenth day after the Subscription Services are activated (“Free Trial Term”). The term “Service Limits” means the limitations on use set forth in the Confirmation. Knowland shall provide to Subscriber any necessary access protocols and documentation to access and use the Subscription Services. Subscriber acknowledges and agrees that the Subscription Services will not be used, and are not made available for use, in connection with any time-critical or mission-critical functions. Subscriber will ensure that its use of the Subscription Services complies with all applicable laws, statutes, regulations, and rules.
- Usage Restrictions. Subscriber will have the right to access and use the Subscription Services and the materials, information, and content available through the Subscription Services (collectively, the “Knowland Content”) for their internal business purposes only during the Free Trial Term. Subscriber will not (a) create any derivative product from any of the foregoing, except that Subscriber may incorporate Knowland Content into Subscriber’s work product and share such Knowland Content with Subscriber’s employees, provided such use is for Subscriber’s internal business purposes and otherwise complies with the confidentiality obligations set forth in this Agreement; (b) allow third parties other than Authorized Users to gain access to the Subscription Services or use the Subscription Services as a service bureau or reseller of access to the Subscription Services; or (c) remove or destroy any copyright notices or other proprietary markings contained on or in any Knowland product, Subscription Service, or Knowland Content. “Authorized Users” means those employees of Subscriber who access the Subscription Services for Subscriber’s internal business purposes with a single email domain, unless Knowland approves otherwise in writing. For the avoidance of doubt, Authorized Users include any employee of Subscriber who is provided access to Knowland Content for Subscriber’s internal business purposes. Authorized Users do not include Subscriber’s affiliates, contractors, consultants, or any of their employees or agents. Authorized Users shall not include any third party who accesses the Knowland Content for any purpose not contemplated by this Agreement. Subscriber agrees not to use any information obtained through the Subscription Services for any unlawful or unauthorized purpose. In addition, Subscriber may not access the Subscription Services for purposes of monitoring Knowland’s availability, performance, or functionality, or for any other benchmarking or competitive purposes. Subscriber also may not reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Subscription Services or any Knowland product, in whole or in part.
- No Sharing. Any information obtained through the Subscription Services is intended only for use by Subscriber during the Free Trial Term. Subscriber may not reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate any portion of the Subscription Services or information obtained from Knowland to anyone other than Authorized Users without the express written consent of an authorized officer of Knowland. If Subscriber has related properties or affiliates (including, but not limited to those that share ownership, management, or sales teams) wishing to use the Subscription Services, then each such property or affiliate must obtain its own subscription or free trial subscription to the Subscription Services.
- Usernames and Passwords. Subscriber will ensure that each username and password issued to an Authorized User will be used only by that Authorized User. Subscriber is responsible for maintaining the confidentiality of all Authorized Users’ usernames and passwords and is responsible for all activities that occur under these usernames. Subscriber will notify Knowland immediately of any actual or suspected unauthorized use of Subscriber’s account, usernames or passwords, or any other breach or suspected breach of this Agreement. Knowland reserves the right to terminate any username and password which Knowland reasonably determines may have been used by an unauthorized third party or for an unlawful purpose. Email inquiries should be sent to firstname.lastname@example.org. Retained Rights; Ownership. Subject to the rights granted in this Agreement, Knowland retains all right, title and interest in and to the Subscription Services, all Knowland products, and Knowland Content, and Subscriber acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement.
- Knowland Cancelation. Knowland may modify the Subscription Services and/or cancel this Agreement for any reason at any time, in its sole discretion.
- CONTENT. The Knowland Content is proprietary to Knowland and is Knowland’s Confidential Information
- Right to use Knowland Content. Subject to the terms and conditions herein, Knowland hereby grants Subscriber a limited, non-exclusive, non-transferable, revocable (only as set forth in this Agreement) license to use, display and reproduce the Knowland Content solely for Subscriber’s internal business use in accordance with the terms of this Agreement and for no other purpose, and solely during the Free Trial Term. Upon termination of this Agreement, Subscriber must promptly delete or destroy all documents and other materials containing or reflecting any Knowland Content and all copies thereof.
- Third-Party Content. Content from third parties may be made available to Authorized Users through the Subscription Services. Because Knowland does not control such content, Knowland does not make any warranties, representations, or assurances about such third-party content, including without limitation, regarding the completeness, accuracy, currency, suitability, or quality of the information in such content. However, Knowland will make commercially reasonable efforts to: (i) monitor such third-party content for accuracy and consistency, and (ii) take appropriate remedial steps upon discovery of any material inaccuracy or inconsistency in such third-party content.
- CONFIDENTIALITY. The parties acknowledge that during the performance of this Agreement, each party may have access to the other party’s Confidential Information or Confidential Information of third parties that the disclosing party is required to maintain as confidential. “Confidential Information” means all written or oral information, disclosed by either party to the other, related to the operations of either party or a third party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential. For clarity, the Knowland Content is Confidential Information.
- Mutual Confidentiality Obligations. Each party agrees to use Confidential Information disclosed by the other party only for the purposes described in these Terms and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party. To the extent practicable, each party will return or destroy, all Confidential Information disclosed by the other party that is in its possession upon termination or expiration of this Agreement, provided that upon expiration or termination of this Agreement for any reason, Subscriber must delete or destroy all Knowland Content in accordance with Section 3.
- Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of the two paragraphs above will not apply to Confidential Information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing party without restriction.
- Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party to allow such other party to make a reasonable effort to obtain a protective order; or to establish a party’s rights under this Agreement, including to make such court filings as it may be required to do.
- Survival Period. The obligations set forth in this Section shall survive the termination or expiration of this Agreement for a period of three (3) years.
- DISCLAIMER. KNOWLAND MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBSCRIPTION SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NONINFRINGEMENT, OR THE QUALITY, ACCURACY, COMPLETENESS, OR UTILITY OF ANY INFORMATION AVAILABLE THROUGH THE SUBSCRIPTION SERVICES. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, THE SUBSCRIPTION SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS, AND SUBSCRIBER UNDERSTANDS THAT SUBSCRIBER ASSUMES ALL RISKS OF THE USE, QUALITY, AND PERFORMANCE OF THE SUBSCRIPTION SERVICES. THE SUBSCRIPTION SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. KNOWLAND IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS OR ANY OTHER FORCE MAJEURE EVENT. KNOWLAND DOES NOT WARRANT THAT THE SERVICE WILL ALWAYS BE AVAILABLE.
- LIMITATION OF LIABILITY. IN NO EVENT WILL KNOWLAND BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) IN CONNECTION WITH THE USE OF THE SUBSCRIPTION SERVICES. KNOWLAND’S ENTIRE LIABILITY FOR ANY CLAIM RELATED TO THIS AGREEMENT WILL NOT EXCEED $1,000. THIS LIMIT APPLIES COLLECTIVELY TO KNOWLAND AND ITS LICENSORS, SUBSIDIARIES, CONTRACTORS, AND SUPPLIERS. IN ADDITION, THIS LIMIT IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THE SUBSCRIPTION SERVICE(S) GIVING RISE TO THE CLAIM BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS SHALL NOT ENLARGE THE LIMIT.
- COMPLIANCE WITH LAWS. Subscriber, at its expense, shall fully comply with all applicable laws, rules, orders, regulations, and ordinances, including all applicable export control laws, rules, and regulations relating to provision of, access to, or use of any materials and Subscription Services. Subscriber agrees not to use any information obtained through the Subscription Services for any unlawful or unauthorized purpose. Subscriber agrees to indemnify, hold harmless, and defend Knowland for any claims, losses, or damages resulting from Subscriber’s breach of this Section, to the extent allowed by law.
- NOTICE. All notices related to this Agreement may be given by Knowland through the Subscription Services including, without limitation, via email or posting for access under “Agreement” on the home page of the Subscription Service or by mail to the last address given by Subscriber to Knowland. Notice by a Subscriber will be given to Knowland by mail to: (a) Knowland Group, LLC, 2300 Wilson Blvd Suite 700, Arlington, VA 22201; or by email (b) to: email@example.com.
- DISPUTE RESOLUTION.
- Choice of Law, Personal Jurisdiction, and Venue. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, as if performed wholly within the state and without regard to conflicts of law principles or the United Nations Convention on Contracts for the International Sale of Goods. The parties expressly consent to the personal jurisdiction of the state courts located in Arlington County, Virginia and the federal courts serving Arlington County, Virginia to resolve any dispute arising from or related to this Agreement.
- Waiver of Jury Trial. SUBSCRIBER AND KNOWLAND HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO A TRIAL IN FRONT OF A JURY.
- Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS AGREEMENT MUST BE LITIGATED AND RESOLVED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS; ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
- Attorneys’ Fees. Subscriber agrees that if Subscriber breaches this Agreement, Subscriber shall pay to Knowland all court costs, reasonable attorneys’ fees and expenses incurred by Knowland arising out of or relating to Subscriber’s breach.
- The communications between Subscriber and Knowland may take place via electronic means, whether Subscriber uses the Subscription Services or sends Company e-mails, or whether Company posts notices on Subscription Services or communicates with Subscriber via e-mail. For contractual purposes, Subscriber (a) consents to receive communications from Knowland in an electronic form; and (b) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Knowland provides to Subscriber electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect Subscriber’s statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
- The parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the parties, their successors and permitted assigns. Nothing herein, whether express or implied, shall confer upon any person or entity, other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.
- No failure or delay by a party in enforcing this Agreement shall be construed as a waiver, nor shall any waiver be effective, unless expressly set forth in a writing executed by the party waiving.
- If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby, and the parties shall substitute for the affected portion an enforceable provision which closest approximates the intent and the economic effect thereof.
- The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement.
- This Agreement may be executed in counterparts, each of which will constitute an original and all of which together shall constitute one instrument. Facsimile, .pdf, and electronic signatures are acceptable and binding under this Agreement.
- This Agreement, including the Confirmation and these Terms, constitutes the entire agreement between Subscriber and Knowland regarding the subject matter set forth herein, and this Agreement supersedes all prior proposals, representations, statements, negotiations, agreements, and undertakings relating to such subject matter.
- Knowland shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, quarantines, government-initiated shutdowns, civil commotion, strikes or shortages of transportation facilities, fuel, energy, internet, labor or materials. If a force majeure event occurs that affects Knowland’s performance of its obligations under the Agreement: (a) Knowland will provide notice as soon as reasonably possible; and (b) Knowland’s obligations under the Agreement will be suspended and the time for Knowland’s performance of its obligations will be extended for the duration of the force majeure event.
End of Terms.