KNOWLAND GENERAL TERMS AND CONDITIONS
These Knowland General Terms and Conditions (“Terms”) are agreed between The Knowland Group (“Knowland”) and Subscriber (as identified in a signed Knowland Service Order). These Terms will govern Subscriber’s use of the Knowland product(s) specified in the Service Order and, together with the Service Order, constitute the “Agreement.”
Knowland values clarity in its communication with its customers, and therefore, these Terms are written in specific, clear, everyday language wherever possible.
1) DESCRIPTION OF SERVICE: Knowland provides a suite of cloud-based meeting intelligence solutions (“Services”). Subscriber is choosing to subscribe to one or more Services as described 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) LICENSE: Knowland grants to Subscriber a limited, revocable, non-exclusive, non-transferable, non- sublicensable right and license to access the Services for its own internal business purposes only. Subscriber is responsible for use of the Services by anyone who accesses the Services with Subscriber’s account credentials.
3) OWNERSHIP: Knowland and its licensors own all intellectual property rights and all proprietary interests that relate to the Services, including the methodologies, processes, formats, specifications, know-how, site layout, design, images, programs, text, forms and other information used in providing the Services. Knowland grants no rights to the Services other than the rights expressly granted to Subscriber under this Agreement.
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.
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. Unless otherwise stated in the Service Order, this Agreement will automatically renew for successive one-year terms unless Subscriber cancels the Services or this Agreement is terminated as specified in Section 7 below.
7) TERMINATION: 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 a reasonable period of time. During the period of any such breach by Subscriber, Knowland may suspend Subscriber’s access to any of the Services. Subscriber may cancel any specific Service by notifying Knowland at least thirty (30) days prior to the renewal 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 (which will be the renewal 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.
8) PRICE ESCALATION: The Service Order lists the prices for the Services. Knowland may increase the prices after the initial 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) ACCESSING SERVICES: 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. It is Subscriber’s responsibility to update user information (including user names, correct email addresses, report delivery and/or configuration information). Email inquiries should be sent to clientcare@Knowland.com.
10) NO SHARING: Any information obtained through the Services is intended only for use by the Subscriber’s authorized users. Subscriber may not reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of the Services or information obtained from Knowland to anyone 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.
11) WARRANTIES AND DISCLAIMER: Knowland warrants that it will provide the Services using commercially reasonable care and skill in accordance with the Service Order. 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.
12) LIMITATION OF LIABILITY: 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.
13) COMPLIANCE WITH LAWS: 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 13.
14) 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.
15) KNOWLAND ACCESS: Subscriber agrees that Knowland and its employees and agents will not be denied access to Subscriber’s premises for the purpose of recording reader board data.
16) PRIVACY AND CONFIDENTIALITY: Knowland will protect the privacy of Subscriber’s personal information as described in Knowland’s privacy statement at https://www.knowland.com/privacystatement. Subscriber must not provide any confidential information to Knowland except with Knowland’s written consent.
17) NOTICE: Notice 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. 18335 Coastal Hwy, Suite C, Lewes, DE 19958. 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.
18) GENERAL: Neither party is responsible for failure to fulfill its obligations due to causes beyond its control. Knowland may amend this Agreement at any time, provided that such amendments do not lessen Subscriber’s rights. This Agreement is governed in all respects in accordance with the laws of the state of Delaware, without regard to its principles of conflicts of laws. The sole and exclusive jurisdiction and venue of any action or litigation relating to this Agreement will reside with the federal and state courts of Delaware. The provisions of Sections 3, 10, 12, 13 and this Section 18 will survive any termination of this Agreement or any specific Service Order.