General Terms and Conditions

These Knowland General Terms and Conditions (“Terms”) are agreed between Knowland (“Knowland”) and the subscriber identified in a signed Knowland Service Order (the “Subscriber”). These Terms will govern Subscriber’s access and use of the Knowland product(s) specified in the Service Order (the “Products”) and, together with the Service Order, constitute the “Agreement.”

1. DESCRIPTION OF SERVICE: Knowland provides a suite of cloud-based meeting intelligence Products on a subscription basis (“Services”). Subscriber is choosing to subscribe to one or more Services as listed in the Service Order. Additional Service Orders and/or Amendments may be executed to add or substitute Services. Knowland is constantly innovating to provide the best possible experience to its customers, and Subscriber acknowledges and agrees that the Services may be enhanced from time to time without prior notice.

2. ACCESS TO THE SERVICES: 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 Products ordered under a Service Order as hosted by Knowland for Subscribers internal business purposes during the access term specified in the Service Order. Knowland shall provide to Subscriber any necessary access protocols and documentation to access and use the Services. Subscriber acknowledges and agrees that the 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 Service complies with all applicable laws, statutes, regulations or rules.

a. Usage Restrictions: Subscriber will have the right to access and use the Services and Knowland Content for its internal business purposes during the 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; or (b) allow third parties other than Authorized Users to gain access to the Services or use the Services as a service bureau or reseller of access to the Services. “Authorized Users” shall mean those employees of Subscriber who access the Services for Subscriber’s internal business purposes. 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, whether or not such employee has been expressly granted access to the Product by Knowland. Authorized Users, however, 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 Services for any unlawful or unauthorized purpose. In addition, the Subscriber may not access the Services for purposes of monitoring Knowland’s availability, performance or functionality, or for any other benchmarking or competitive purposes.

b. No Sharing: Any information obtained through the Services is intended only for use by Subscriber. Subscriber may not reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any portion of the Services or information obtained from Knowland to anyone other than Authorized Users without the express written consent of Knowland. If Subscriber has related properties that share ownership, management or sales teams, Knowland requires that each of those properties obtain their own subscription to the Services unless otherwise agreed in the Service Order.

c. 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 solely responsible for all activities that occur under these usernames. Subscriber will notify Knowland promptly 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 clientcare@Knowland.com.

d. Retained Rights; Ownership: Subject to the rights granted in this Agreement, Knowland retains all right, title and interest in and to the 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.

3. CONTENT: The materials, information and content available through the Services (collectively, the “Knowland Content”) are proprietary to Knowland and should be considered Knowland’s confidential information. For purposes of clarity, the parties acknowledge and agree that Knowland’s collection of “reader board” information is Knowland Content.

a. 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 and for no other purpose. Upon termination of this Agreement, Subscriber must promptly delete or destroy all documents and other tangible materials representing any Knowland Content and all copies thereof.

b. Third-Party Content: Over time, content from third parties may be made available to Authorized Users through the Services. Because Knowland does not control such content, Knowland does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content.

4. FEES: Subscriber agrees to pay all fees and other charges specified in the Service Order, including any taxes applicable to the Services other than taxes based on Knowland’s income. Knowland’s fees are exclusive of all taxes, levies or duties imposed by taxing authorities, and Subscriber shall be responsible for payment of all such taxes, levies, or duties, excluding only United States taxes based solely on Knowland’s income. Subscriber agrees to provide Knowland with complete and accurate billing and contact information and shall promptly update such information if it changes. All payments are final. Billing updates and questions can be sent to billing@knowland.com.

5. PAYMENT: Subscriber must pay the fees specified in the Service Order no later than fifteen (15) days after the date of Knowland’s invoice, unless otherwise stated in the Service Order. Any late payments will be assessed late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. Subscriber will be charged a fee of $25 for each returned check. Knowland may suspend access to the Services without notice if past due balances exceed ninety (90) days.

6. TERM: The initial term of this Agreement will be as specified in the Service Order. If the Service Order does not specify the initial term it shall be deemed to be one (1) year. Unless otherwise stated in the Service Order, this Agreement will continue on a month to month basis after the initial term until Subscriber cancels the Services or this Agreement is terminated as specified in Section 7 below.

7. TERMINATION: After the initial term, Subscriber may cancel any specific Service by notifying Knowland at least thirty (30) days prior to the desired cancellation date by email to clientcare@Knowland.com. Emailed cancellation notices are not valid until confirmed by Knowland. A Knowland representative will confirm receipt and notify Subscriber of the effective cancellation date. Subscriber will continue to be responsible for payment for the Services up to and through the effective cancellation date. Cancellations are not accepted by telephone or any other method. After the initial term for Services specified In the Service Order, Knowland may cancel this agreement at any time upon notice to Subscriber. Either party may terminate this Agreement upon written notice to the other party if the other party is in material breach of this Agreement and fails to remedy the breach within thirty (30) days of notice of such breach. During the period of any such breach by Subscriber, Knowland may suspend Subscriber’s access to any of the Services. Upon expiration or termination of this Agreement, all rights granted hereunder to Subscriber shall cease. The provisions of Sections 3, 12, 15, and 19 will survive any termination of this Agreement or any specific Service Order.

8. PRICE ESCALATION: The Service Order lists the prices for the Services. Knowland may increase the prices after the initial twelve (12) months of the Agreement term and annually thereafter. Each price increase will be no greater than 5%. The new prices will be listed on the next Knowland invoice.

9. SUBSCRIBER NETWORK: Many Knowland Products depend on contacting users via email or users logging into Knowland’s cloud-based website. Knowland is not responsible for website blockages due to Subscriber’s spam, malware, virus, or any other filters or for any other technical reasons within Subscriber’s network or technical infrastructure.

10. ASSIGNMENT: Subscriber may assign this Agreement upon Knowland’s written approval, which approval will not be unreasonably withheld or delayed. If the new owner or manager chooses not to assume this contract, then the original Subscriber will be liable for an early termination fee equal to the remaining amount due for the current term of the Agreement. If Subscriber undergoes a change of control, Subscriber will continue to be bound by the terms of this Agreement.

11. KNOWLAND ACCESS: Access to certain “readerboard” data is critical to the provision of many of the Services. Knowland views Subscribers as industry partners in the data collection process and access to the Services is conditioned upon Subscriber willingly sharing information with Knowland about its meetings and group business. Knowland may ask Subscriber to allow Knowland and its employees and agents access to Subscriber’s premises for the purpose of recording reader board data and Subscriber will not unreasonably restrict or block such access. If Knowland requests access and Subscriber refuses, then Subscriber will be required to supply the information by alternate means (e.g. self-reporting).

12. 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” shall mean 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.

a. 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.

b. 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.

 

c. 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.

d. Limitation Period: The obligations set forth in this Section shall survive the termination or expiration of this Agreement for a period of three (3) years.

13. WARRANTIES: Knowland warrants that it will provide the Services using commercially reasonable care and skill. Knowland represents and warrants that Knowland uses industry standard means to detect and remove viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate the contents of any databases, and/or the normal operation of any computer systems (“Virus”). To protect against the introduction of Viruses, Knowland shall follow commercially reasonable prudent procedures and use then-current commercially available Virus detection mechanisms to test Knowland’s technology (within the limitations of such commercially available virus detection mechanisms) for all Viruses. Customer also represents and warrants that it uses commercially reasonable prudent procedures and then-current commercially available Virus detection mechanisms to generally protect its systems.

14. DISCLAIMER: KNOWLAND MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NONINFRINGEMENT, OR THE QUALITY OR UTILITY OF ANY INFORMATION AVAILABLE THROUGH THE SERVICES. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, THE 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 SERVICES. THE SERVICE 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.

15. LIMITATION OF LIABILITY: OTHER THAN A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) IN CONNECTION WITH THE USE OF THE SERVICES, EVEN IF A PARTY IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. KNOWLAND’S ENTIRE LIABILITY FOR ANY CLAIM RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY SUBSCRIBER TO KNOWLAND FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD BEFORE THE CLAIM AROSE. THIS LIMIT APPLIES COLLECTIVELY TO KNOWLAND AND ITS LICENSORS, SUBSIDIARIES, CONTRACTORS, AND SUPPLIERS.

16. COMPLIANCE WITH LAWS: Each party, 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 Products. Subscriber agrees not to use any information obtained through the Services for any unlawful or unauthorized purpose. Subscriber agrees to indemnify Knowland for any claims, losses, or damages resulting from Subscriber’s breach of this Section.

17. PRIVACY: Knowland will protect the privacy of Subscriber’s personal information as described in Knowland’s privacy statement at https://www.knowland.com/privacystatement.

18. NOTICE: All notices related to this Agreement may be given by Knowland through the Services including, without limitation, via email or posting for access under “Agreement” on the home page or by mail to the last address given by Subscriber to Knowland. Notice by a Subscriber will be given to Knowland by mail to The Knowland Group Inc.623 H St NW 3rd floor, Washington, DC, 20001. Subject to Section 7 with respect to cancellation notices, all other notices will be deemed given when posted on the Services or sent to the recipient’s e-mail address or when received if sent by facsimile or mail.

19. GENERAL:

a. The communications between Subscriber and Knowland relating to the Service may use electronic means. For contractual purposes, Subscriber:

i. consents to receive communications from Knowland in an electronic form, whether via email or posting on the Service or other reasonable means; and
ii. 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 they were in a printed-on-paper writing. Access to the Services is conditioned upon agreement with these Terms.

 

b. 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.

c. This Agreement may not be modified except in a writing signed by both parties, expressly stating that it modifies 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.

d. 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.

e. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement.

f. This Agreement may be executed in counterparts, each of which will constitute an original and all of which together shall constitute one instrument. Facsimile signatures are acceptable and binding under this Agreement.

g. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, 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. In the event any legal action is taken by either party against the other party to enforce any of the terms and conditions of this Agreement, it is agreed that the unsuccessful party to such action shall pay to the prevailing party therein all court costs, reasonable attorneys’ fees and expenses incurred by the prevailing party.

h. This Agreement, including the Service Order 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. Neither party is responsible for failure to fulfill its obligations due to causes beyond its control. Knowland may amend these Terms and Conditions at any time, provided that such amendments do not lessen Subscriber’s rights.