Terms of Use

Last updated on: May 3, 2025

In consideration of the mutual promises and covenants contained in these MTC and the relevant Order(s), the Parties agree as follows:


1. CERTAIN DEFINITIONS.

Certain terms are defined in this Section. Other terms may be defined elsewhere in these MTC or an Order, and have the meaning given them when are defined.

1.11 “Users” mean individuals who access the Platform using Customer’s account information. Users may include Customer’s employees, contractors, consultants, advisors, and any other person who Customer invites or otherwise enables to access the Platform pursuant to Customer’s subscription thereto.

2. SERVICES

3. FEES; PAYMENT TERMS; TAXES

4. CONFIDENTIALITY; PRIVACY

4.2 Injunctive Relief. Any use or disclosure of Discloser’s Confidential Information in a manner inconsistent with these MTC may cause the disclosing Party irreparable and immediate damage for which remedies other than injunctive relief would be inadequate. Therefore, both Parties agree that, in addition to any other remedy to which Discloser may be entitled hereunder or otherwise, Discloser shall be entitled to an injunction or injunctions (without the posting of any bond and without proof of actual damages) to restrain such disclosure or use.

5. WARRANTIES

Customer understands that, while KnowledgeNet.ai seeks to comply with its own legal obligations, KnowledgeNet.ai has not obtained any rights or consents on Customer’s behalf: therefore, to the extent that any law or regulation may require that Customer (in addition to KnowledgeNet.ai) provide notice or obtain consent in order to market to any person or process any person’s personal data, Customer agrees that Customer shall obtain on Customer’s own behalf such notices or consents. To the extent that Customer is subject to the California Consumer Protection Act, i.e., the “CCPA” (and not exempted pursuant to certain exclusions for small businesses), Customer shall comply with the relevant disclosures required by the CCPA, including, as applicable a “Do Not Sell My Personal Information” disclosure and link.

5.3 Availability. KnowledgeNet.ai will undertake commercially reasonable efforts to make the Platform available twenty-four (24) hours a day, seven (7) days a week. Notwithstanding the foregoing, KnowledgeNet.ai reserves the right to suspend access to the Services: (i) for scheduled or emergency maintenance, or (ii) in the event Customer is in breach of these MTC, including failure to pay any amounts due to KnowledgeNet.ai.

6. LIMITATION OF LIABILITY

6.1 Exclusion of Certain Damages. Except in the case of willful misconduct, neither Party will be liable hereunder to the other Party or any third party for loss of profits or for any special, indirect, incidental, consequential, or exemplary damages (including without limitation, damages for loss of business profits, loss of goodwill, business interruption, loss of business information and/or data) in connection with the performance of the Services, or the performance of any other obligations under these MTC, even if it is aware of the possibility of the occurrence of such damages.

7. TERM

7.2 Termination. Notwithstanding the foregoing, either Party may terminate these MTC or any Order (i) immediately in the event of a material breach of these MTC or any such Order by the other Party that is not cured within thirty (30) days of written notice from the other Party, or (ii) immediately if the other Party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within ninety (90) days of filing. Termination of an Order shall not be deemed a termination of any other Orders. Upon termination of these MTC, all Orders will immediately terminate. All rights and obligations of the Parties which by their nature are reasonably intended to survive such termination or expiration will survive termination or expiration of each Order, including, without limitation, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.

7.4 Data deletion. Upon termination of this Agreement, Customer must delete all Data it has received from KnowledgeNet.ai under all applicable Orders, including data cached, and sign the Certificate of Data Destruction substantially in the form of that attached hereto as Exhibit B. Customer agrees that KnowledgeNet.ai has the right to perform an audit should KnowledgeNet.ai suspect that Customer is continuing to use KnowledgeNet.ai Data. Notwithstanding anything to the contrary, the foregoing deletion requirement (including execution of a Certificate of Data Destruction) is inapplicable to Customers who have only used KnowledgeNet.ai’s AI Engage offering.”

8. OWNERSHIP; USE OF DATA; OBLIGATIONS

9. INDEMNIFICATION

9.3 Indemnification Procedures. Each Party’s obligation to indemnify the other Party is conditioned on the Party seeking indemnification (“Indemnitee”): (i) promptly notifying the indemnifying Party (“Indemnitor”) in writing of any claim, suit or proceeding for which indemnity is claimed, provided that failure to so notify will not remove the Indemnitor’s obligation except to the extent it is prejudiced thereby, (ii) allowing the Indemnitor to solely control the defense of any claim, suit or proceeding and all negotiations for settlement; provided that the Indemnitor shall not settle any claim that requires an Indemnitee to admit fault or incur an obligation without the Indemnitee’s prior written consent (such consent not to be unreasonably conditioned, withheld, or delayed), and (ii) giving the Indemnitor reasonable assistance in the defense and settlement of any claim, suit or proceeding for which indemnity is claimed.

9.4 Sole Remedy. This Section states an Indemnitor’s sole liability to, and an Indemnitee’s exclusive remedy against, the other Party for any third party claim of a type described in this section.

10. GENERAL

10.3 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA without regard to its conflict of law provisions. Any litigation or disputes arising out of or relating to an Order and/or these MTC may only be brought in the appropriate state or federal courts serving New York County, New York, and the parties hereby submit and agree to the jurisdiction of such courts.

10.4 Headings. The headings to the sections of these MTC are for ease of reference only and shall not affect the interpretation or construction of these MTC.

10.6 Force Majeure. Nonperformance of either Party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, or any other reason where failure to perform is beyond the reasonable control of the non-performing Party (a “Force Majeure Event”). A party subject to a Force Majeure Event will promptly notify the other Party of the Force Majeure Event and will use its best commercially reasonable efforts to resume performance as soon as reasonably possible.

10.7 Notices. Any notice or other communication under these MTC shall be given in writing and shall be deemed to have been delivered and given for all purposes when actually delivered, with written verification of receipt, which delivery may be via (i) personal delivery; (ii) nationally recognized overnight carrier; (iii) U.S. certified mail, return receipt requested, postage and charges pre-paid; or (iv) any other reputable means of delivery for which a receipt is available, to the address of the Party set forth on the applicable Order. Either Party may change its address by giving written notice of such change to the other Party.

10.8 Publicity. Customer hereby grants KnowledgeNet.ai a non-exclusive license to list Customer’s name and display the Customer’s logo in the customer section of KnowledgeNet.ai’s website and to use Customer’s name and logo in KnowledgeNet.ai’s customer lists.

10.9 No Third Party Beneficiaries. Nothing contained in these MTC is intended or shall be construed to confer upon any person any rights, benefits or remedies of any kind or character whatsoever, or to create any obligation of a Party to any such person.

10.10 Waiver and Severability. Performance of any obligation required by a Party hereunder may be waived only by a writing signed by an authorized representative of the other Party, which waiver shall be effective only with respect to the specific obligation described therein. The failure of either Party to exercise any of its rights under these MTC will not be deemed a waiver or forfeiture of such rights. The invalidity or unenforceability of one or more provisions of these MTC will not affect the validity or enforceability of any of the other provisions hereof, and any invalid or unenforceable provision will be limited or eliminated to the minimum extent necessary so that these MTC will otherwise remain in full force and effect and enforceable.

in connection with establishing a consumer’s eligibility for credit or insurance to be used primarily for personal, family or household purposes, or in connection with assessing risks associated with existing credit obligations of a consumer;
for the purpose of evaluating a consumer for employment, promotion, reassignment or retention as an employee;
for any tenancy verification or in connection with any application to rent real property;
in connection with a determination of a consumer’s eligibility for a license or other benefit that depends on an applicant’s financial responsibility or status;
as a potential investor or servicer, or current insurer, in connection with a valuation of, or assessment of credit or prepayment risks associated with, an existing credit obligation;
in connection with any information, service or product sold or delivered to a “Consumer” (as that term is defined in the FCRA) that constitutes or is derived in substantial part from a Consumer Report; or
in connection with eligibility for any government benefit or service; or
for any other purpose under the FCRA

10.12 Regulatory Changes. If a regulatory body, or a court of competent jurisdiction, issues a rule, regulation, law or order that has the effect of materially increasing the cost to provide use of the Services or canceling, changing, or superseding any material term or provision of this Agreement (collectively “Regulatory Requirement”), this Agreement shall be deemed modified in such a way as the parties mutually agree is consistent with the form, intent and purpose of this Agreement and is necessary to comply with such Regulatory Requirement. Should the parties be unable to agree on modifications necessary to comply with a Regulatory Requirement within thirty (30) days after the Regulatory Requirement is effective, then, upon written notice, either party may, to the extent practicable, terminate that portion of the Agreement impacted by the Regulatory Requirement.

10.13 U.S. Government End Users. The Application and related documentation are “Commercial Items”, as that term is defined under 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used under 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. In accordance with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

10.14 Export Compliance. Customer represents, warrants, and guarantees that it will comply with all export requirements under United States law and the laws of the jurisdiction in which the Services were used. By installing or using any component of the Platform or Services, Customer represents and warrants that it are not located in, under control of, or a national or resident of any U.S. embargoed country, or on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.