Last updated on: January 17, 2023

These KnowledgeNet.ai Master Terms and Conditions (these “MTC”), govern Orders (defined below) entered into by and between KnowledgeNet.ai, a Delaware corporation with a principal place of business located at 4539 Metropolitan Court, Frederick, MD 21704 (“KnowledgeNet.ai”), and the entity identified on such Order (“Customer”). KnowledgeNet.ai and Customer are each a “Party” and may be collectively referred to as the “Parties.”

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.

1.1 “Aggregated Anonymous Data” means data submitted to, collected by, or generated by KnowledgeNet.ai in connection with Customer’s use of the Services, but only in aggregate, anonymized form which cannot be linked specifically to Customer, such as derived data, statistical and performance information. Customer acknowledges and agrees that all data may be used, on an aggregated and anonymized basis, to train the KnowledgeNet.ai machine learning data set.

1.2 “AUP” means the KnowledgeNet.ai Acceptable Use Policy (the current version of which is attached hereto as Attachment A, and the then-current version of which will be located at KnowledgeNet.ai/legal/AUP), which governs Users’ access to and use of the Services.

1.3 “Customer Data” means all data and information provided by Customer or its Users to KnowledgeNet.ai in connection with its and their use of the Platform. For clarity, Customer Data does not include Aggregated Anonymous Data.

1.4 “Documentation” means the user instructions or manuals made available by KnowledgeNet.ai to Customer through or in connection with the Platform, but does not include any sales or marketing materials.

1.5 “KnowledgeNet.ai Data” means all data and information made available by KnowledgeNet.ai to Customer, excluding Customer Data and KnowledgeNet.ai’s Confidential Information.

1.6 “Order” means each a document executed by authorized representatives of both Parties which identifies the specific Services ordered by Customer from KnowledgeNet.ai pursuant to that Order, sets forth the prices for the Services covered by that Order, and contains any other relevant information and/or special provisions relevant to that Order (such as number of authorized Users, effective date and length of a Subscription, and any optional functionality or features covered by the Subscription). Any different or special provisions from these MTC that are contained in any Order shall govern that Order, but will not amend these MTC or any other Order.

1.7 “Platform” means KnowledgeNet.ai’s software-as-a-service offerings located at www.knowledgenet.ai, and all updates and enhancements thereto made available by KnowledgeNet.ai to Customer hereunder. For clarity, it is understood that not all features and functionality available through the Platform may be licensed under a particular Order, and the Platform and Services are subject to modification, suspension, or discontinuation, temporarily or permanently, at any time. KnowledgeNet.ai, at its sole discretion, may from time to time provide enhancements or improvements to the features/functionality of the Platform or Services, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”). Updates may modify or delete certain features and/or functionalities of the Platform or Services. Customer agrees that KnowledgeNet.ai has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Platform or Services.

1.8 “Services” means the Platform and any ancillary services provided or made available by KnowledgeNet.ai pursuant to an Order.

1.9 “Subscription” means a contractual right to access use the Services specified on the relevant Order, for the Term specified on such Order, and subject to any other limitations or parameters as are specified on such Order, in the Documentation, or in the AUP. For clarity, it is understood that Subscriptions cover access and not necessarily actual use, and Customer’s or Users’ failure to access or use the Services does not extend the Term or otherwise reduce Customer’s, or increase KnowledgeNet.ai’s, obligations with respect to a Subscription

1.10 “Third Party Applications” means software products or cloud-based applications that are provided by persons or entities other than KnowledgeNet.ai and Customer, but which may interact with the Platform (for example, crm systems, messaging platforms or web browsers).

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

2.1 Access. KnowledgeNet.ai shall make available to Customer with the Services identified in an Order, as described in the Documentation. KnowledgeNet.ai may suspend Customer’s and/or any User(s) access to the Platform if (i) KnowledgeNet.ai reasonably determines that (a) Customer or such User(s) are using the Platform for unlawful purposes or in violation of the AUP; (b) continued access by Customer and/or such User(s) is excessive and threatens to disrupt the Platform, the Services, and/or other customers’ use of the Platform or Services; or (c) continued access by Customer and/or such User(s) poses an unreasonable security risk to the Platform, other customers or partners, and/or KnowledgeNet.ai; or (ii) if Customer fails to pay any undisputed amounts within ten (10) days after receipt of a past due notice from KnowledgeNet.ai regarding such overdue fees. If KnowledgeNet.ai suspends Customer and/or User access, KnowledgeNet.ai will promptly notify Customer of the basis for the suspension and will restore access upon satisfactory resolution of the basis for the suspension. KnowledgeNet.ai will not have any liability as a result of any suspension hereunder. For the sake of clarity, Customer acknowledges that KnowledgeNet.ai accounts are secure.

2.2 License. During the Term, KnowledgeNet.ai grants to Customer a non-exclusive, non-transferable, license to access and use (i) the Platform as specified in the relevant Order and the Documentation, solely for the number of Users or other limitations set forth on the applicable Order; and (ii) the Documentation, solely in order to facilitate and enable Customer’s use of the Platform as described in the preceding clause. This license is restricted to use by Customer and its Users and does not include the right to use the Platform on behalf of any third party, or to provide to third parties services similar to those provide by KnowledgeNet.ai. Customer is responsible for all equipment and network connections necessary for Customer to use the Services. Customer is responsible for Users’ actions or inaction, and will use its best efforts to prevent unauthorized use and/or access to the Services through or using Customer’s or Users’ credentials. Customer shall not (and shall not allow any third party to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or structure of the Platform; (b) access or use the Platform, any other Services, or the Documentation to enable or assist in the creation or maintenance of a competitive product or service; or (c) copy any features, functionality, or look and/or feel of the Services or the Documentation.

2.3 Third Party Applications. The Platform may display, include or make available Third Party Applications (including data, information, applications and other products or services) or provide links thereto. If Customer installs or enables such Third Party Applications for use with the Platform, Customer (i) expressly authorizes KnowledgeNet.ai to allow such Third Party Applications to access Customer Data as required for the interoperation of such Third Party Applications with the Platform; (ii) expressly authorizes KnowledgeNet.ai to access the Customer Data available on or through such Third Party Application in order to provide the Services, as described in the Documentation; and (iii) except as expressly stated in the Documentation, is both bound by the terms and conditions of such Third Party Application, and responsible for obtaining the required licenses and/or permissions from the provider of the Third Party Application to allow such use. Interoperability of the Platform with any particular Third Party Application is subject to the willingness of the provider of that Third Party Application to continue to allow and enable such use. Customer acknowledges and agrees that KnowlegdeNet.ai shall not be responsible for any Third-Party Applications, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Notwithstanding anything to the contrary, KnowledgNet.ai does not assume and shall not have any liability or responsibility to Customer or any other person or entity for any Third-Party Applications. Third-Party Applications and links thereto are provided solely as a convenience to Customer, and it may access and use them entirely at Customer’s own risk and subject to such third parties’ terms and conditions.

3. FEES; PAYMENT TERMS; TAXES

Customer agrees to pay KnowledgeNet.ai for Services and reimburse expenses pursuant to each Order. Unless otherwise set forth on the Order, subscription payments shall be due in advance of each Term, and other fees and reimbursable expenses shall be due within fifteen (15) days after Customer’s receipt of KnowledgeNet.ai’s invoice and shall be made in US Dollars. Customer agrees to pay a late charge calculated at the rate of one and one-half percent (1.5%) per month, or the maximum lawful rate permitted by applicable law, whichever is less, for all amounts not paid when due that are not subject to a good faith dispute. If only a portion of an invoice is disputed, Customer will timely pay the undisputed portion. In addition to paying the applicable fees, Customer shall also pay all reasonable travel and out-of-pocket expenses incurred by KnowledgeNet.ai that Customer has approved, whether in an Order or ad hoc. Fees are exclusive of taxes. The Customer shall be responsible for the payment of all sales, use, withholding, and similar taxes arising from or relating to any Order, except for taxes related to the net income of KnowledgeNet.ai and any taxes or obligations imposed upon KnowledgeNet.ai under federal, state, and local wage laws.

4. CONFIDENTIALITY; PRIVACY

4.1 Confidential Information. During the term of these MTC all information provided or made available by or on behalf of a Party (as “Discloser”) to the other Party (as “Recipient”) shall be “Confidential Information” except for information that: (a) is otherwise known by Recipient free of any obligation to keep it confidential; (b) has been independently derived by Recipient without reference to the information disclosed hereunder; or (c) is in the public domain, other than as a result of Recipient’s breach of any obligation to keep it confidential. Recipient shall not disclose or permit to be disclosed any Confidential Information of Discloser except to its employees, consultants, vendors, and other personnel of Recipient (collectively “Representatives”) who are bound by a duty of confidentiality no less protective of Discloser’s Confidential Information than these MTC. Recipient and its Representatives shall use such Confidential Information only as authorized herein, and shall not use or exploit such Confidential Information for its own benefit or the benefit of another without the prior written consent of Discloser. Each Party will be responsible for the actions and omissions of its Representatives and shall protect the other Party’s Confidential Information in the same manner as it protects its own valuable confidential information, but with no less than reasonable care. Recipient shall promptly notify Discloser upon becoming aware of any unauthorized use, access, or disclosure of Discloser’s Confidential Information. For clarity, Aggregated Anonymous Data is Confidential Information of KnowledgeNet.ai.

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.

4.3 Privacy; Use of PII. It is understood that the Services, by their very nature, collect and process personally-identifying information (“PII”) of Users and their correspondents. The collection and use of PII is subject to a wide variety of local, national, and international rules and regulations around the world (collectively “PII Laws”). Customer is responsible for compliance with the PII Laws with respect to Customer Data, and represents and warrants to KnowledgeNet.ai that Customer has the full right and license, and has obtained any required consents, in order to allow KnowledgeNet.ai to collect and process Customer Data in order to provide the Services, including as described in the Documentation. If Customer becomes aware that the collection and/or processing of some or all Customer Data by KnowledgeNet.ai would violate any PII Laws (whether previously existing, newly-enacted, or newly interpreted or clarified by a court or governing body), Customer will promptly notify KnowledgeNet.ai of the situation and remedy the violation (if possible) or remove the affected Customer Data. It is understood that the Services are intended for use only by and regarding persons at least 18 years old, and Customer will ensure that no PII from or regarding persons under the age of 18 will be included in the Customer Data. Each party agrees that Customer and KnowledgeNet.ai are independent “controllers” (or the equivalent thereof) under Applicable PII Laws with respect to the personal data obtained or provided by Customer under this Agreement, unless otherwise stated in the KnowledgeNet.ai Order. Customer shall not use or provide to KnowledgeNet.ai any personal data subject to the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”) unless it is for a business-to-business purpose and Customer has a lawful basis to process such information for these purposes. Notwithstanding anything herein (including any permissions granted by KnowledgeNet.ai herein), Customer is solely responsible for its own compliance with all applicable laws, and KnowledgeNet.ai makes no representation (and Customer should not rely on any representation by KnowledgeNet.ai) regarding what PII Law(s) might or might not require, with respect to data subject notices, consents and permissions.

5. WARRANTIES

5.1 Services Warranty. KnowledgeNet.ai warrants that during the term of any Subscription, the Services covered by such Subscription will conform, in all material respects, with the Documentation. KnowledgeNet.ai makes no warranty regarding features or services provided by third parties. Customer’s sole and exclusive remedy for any breach of this warranty will be for KnowledgeNet.ai to, at no additional cost to Customer, remediate the Services to conform to this warranty (which may consist of correcting an error in the Documentation). The Customer will provide KnowledgeNet.ai with reasonable assistance in remedying any defects. Such warranties shall only apply if the Services have been used and accessed in accordance with the Order, these MTC, and the AUP. Customer represents and warrants that (i) Customer Data has been collected, processed and provided to KnowledgeNet.ai in accordance with all PII Laws, and Customer’s privacy policy, and (ii) Customer has provided any required notices and obtained any required consents under all PII Laws concerning the collection, use, processing, transfer and disclosure of personal information contained in Customer Data.
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.

5.2 Harmful Code. KnowledgeNet.ai represents and warrants that it will not knowingly include in the Services any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data (collectively, “Harmful Code”), and will use commercially reasonable efforts to prevent and scan for Harmful Code. If, at any time, KnowledgeNet.ai fails to comply with this warranty, Customer may promptly notify KnowledgeNet.ai in writing of any such noncompliance. KnowledgeNet.ai will promptly either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not promptly corrected or if a reasonably acceptable plan for correction is not promptly established, Customer may terminate these MTC for convenience as its sole and exclusive remedy for such noncompliance.

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.

5.4 No Other Warranty. KnowledgeNet.ai DOES NOT REPRESENT THAT THE SERVICES WILL BE ERROR-FREE OR THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICES WILL BE CORRECTED OR THAT THE OVERALL SYSTEM THAT MAKES THE SERVICES AVAILABLE (INCLUDING BUT NOT LIMITED TO THE INTERNET, OTHER TRANSMISSION NETWORKS, AND CUSTOMER’S LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WARRANTIES STATED IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY KnowledgeNet.ai. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION, THE SERVICES ARE PROVIDED AS-IS AND THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. KnowledgeNet.ai DISCLAIMS ALL OTHER WARRANTIES (EXPRESS OR IMPLIED). CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES ARE ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES.

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.

6.2 Limitation of Liability. Except for a Party’s indemnification obligations and Customer’s payment obligations, the total cumulative liability of a Party to the other Party for any and all claims and damages under these MTC, whether arising by statute, contract, tort or otherwise, will not exceed the Services fees paid by Customer to KnowledgeNet.ai under the Order for the Services which form the subject of the claim during the twelve (12) month period immediately preceding the event giving rise to the claim. The pricing set forth in each Order reflects this allocation of risk and the limitation of liability specified herein.

7. TERM

7.1 Term. Each Order shall go into effect on the effective date of the Order and shall continue for length of term set forth therein (such period, the “Term”). The term of these MTC shall commence on the effective date of the first Order governed by them, and shall continue until such time as there are no longer any Orders governed by them. Unless otherwise expressly provided in the applicable Order, each Order for a Subscription shall automatically renew for additional terms of one (1) year each and shall be subject to an annual fee increase of not more than 5 percent over the fees payable during the prior year, unless either Party notifies the other Party in writing at least sixty (60) days prior to the then current expiration date that it has elected not to renew such Order. KnowledgeNet.ai reserves the right to change the rates and applicable charges, and to introduce new charges, for such renewing Subscription (effective upon the renewal date) upon providing the Customer with written notice thereof (which notice may be provided by e-mail) at least ninety (90) days prior to the then current renewal date of the Order.

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.

7.3 Effect of Termination. Upon any termination or expiration of any applicable Order, KnowledgeNet.ai shall no longer provide the applicable Services to the Customer and the Customer shall promptly cease and cause its Users to promptly cease using the Services. The Customer shall pay KnowledgeNet.ai for all fees that had accrued prior to the termination date. Except as expressly provided herein, termination of an Order by either party will be a nonexclusive remedy for breach and will be without prejudice to any other right or remedy of such party. If the Order is terminated for any reason other than a termination as a result of KnowledgeNet.ai’s material breach, then KnowledgeNet.ai shall be entitled to all of the Fees due under the applicable Order for the entire unexpired portion of such terminated Order. If the Order is terminated as a result of KnowledgeNet.ai’s material breach, then Customer shall be entitled to a refund of the pro rata portion of any prepaid subscription fees paid by Customer to KnowledgeNet.ai under these MTC for the remaining unexpired portion of the Term of such terminated Subscription. Customer agrees that following the termination or expiration, KnowledgeNet.ai will delete all Customer Data in its possession in accordance with the Documentation, provided that it is understood that KnowledgeNet.ai may securely retain an archive copy of Customer Data solely for compliance and enforcement purposes.

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.

8. OWNERSHIP; USE OF DATA; OBLIGATIONS

8.1 Subscription Service. Customer acknowledges and agrees that as between KnowledgeNet.ai and Customer, all right, title and interest in and to the Services (excluding Customer Data) including all modifications and configurations thereto, all KnowledgeNet.ai Data and all of KnowledgeNet.ai’s proprietary technology, including, without limitation, all software, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information made available to the Customer by KnowledgeNet.ai in providing the Subscription Service and all derivatives thereof are and shall remain exclusively owned by KnowledgeNet.ai or its licensors. The KnowledgeNet.ai name, all KnowledgeNet.ai logos, and the product names associated with the Services are trademarks of KnowledgeNet.ai or third parties, and no right or license is granted to use them. During the Term of a Subscription, KnowledgeNet.ai grants to the Customer a limited, worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free right to use, display, transmit, and distribute the KnowledgeNet.ai Data solely in connection with the Customer’s permitted use of the Services. Customer acknowledges and agrees that KnowledgeNet.ai may (i) internally use and modify (but not disclose) Customer Data for the purposes of generating Aggregated Anonymous Data, and (ii) use Aggregated Anonymous Data for KnowledgeNet.ai’s legitimate business purposes as they relate to the KnowledgeNet.ai application (including, without limitation, for purposes of improving, testing, and operating the KnowledgeNet.ai application). Any feedback, comments, ideas, improvements or suggestions (collectively, “Suggestions”) provided by Customer to KnowledgeNet.ai shall remain the sole and exclusive property of KnowledgeNet.ai, and it shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to Customer.

8.2 Customer Data. The Customer retains ownership of all right, title and interest in and to all Customer Data. Customer hereby grants to KnowledgeNet.ai a limited, worldwide, non-exclusive, non-transferable, royalty-free right to access, use, human view, display, transmit, transfer, and distribute Customer Data as set forth below: (i) to provide the Services to Customer, (ii) to provide technical support when requested by Customer (iii) to enforce platform security and compliance, (iv) as part of a sale or merger of the KnowledgeNet.ai, and (v) as required by applicable law, regulation, or court order.

8.3 Customer Obligations. The Customer is responsible for all activities conducted by Users and/or via User logins, and for Users’ compliance with these MTC, including the AUP. Except as expressly permitted in these MTC or the Documentation, Customer shall not copy, license, sell, resell, transfer, transmit, host, outsource, make available, rent, loan, lease, time-share, distribute, assign, or otherwise commercially exploit this license or any access to the Services or the results of the Services to any third-party. Neither the Customer nor Users may use the Services in violation of the AUP. Customer affirms that all locations where KnowledgeNet.ai Data is stored have implemented industry-standard physical, technical, and administrative controls to ensure that KnowledgeNet.ai Data is accessible only by Customer, Customer’s authorized agents, and/or KnowledgeNet.ai. Customer will notify KnowledgeNet.ai of the IP and domain aliases of any location where data is stored or processed. KnowledgeNet.ai reserves the right to audit any Customer owned domains to ensure security compliance.

9. INDEMNIFICATION

9.1 KnowledgeNet.ai Indemnification. In accordance with Section 9.3 below, KnowledgeNet.ai will defend authorized Users and the Customer – including its respective officers, directors, employees and agents – (collectively, the “Customer Indemnitees”), against any claim, demand, suit or proceeding made or brought against any of the Customer Indemnitees by a third party alleging that the Services (when used in accordance with these MTC, the Documentation, and the AUP) infringe or misappropriate such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify the Customer Indemnitees from any damages (including reasonable attorney fees and costs) finally awarded against any of the Customer Indemnitees as a result of, or for amounts paid by under a court-approved settlement of, a Claim Against Customer. If a Claim Against Customer is brought or is likely, in KnowledgeNet.ai’s sole opinion, to be brought, KnowledgeNet.ai may, at its option and expense (A) obtain the right for Customer to continue using the Services; (B) replace or modify the affected Services so that they become non-infringing; or (C) upon notice to Customer, terminate these MTC or Customer’s use of the affected Services, provided that in the case of (C) KnowledgeNet.ai promptly refunds to Customer the prorated portion of any unearned pre-paid annual subscription fees paid hereunder for the affected Services. If KnowledgeNet.ai does not believe that a claimant bringing a Claim Against Customer will ultimately be successful, KnowledgeNet.ai may elect not to exercise any of these options, but simply defend the Customer Indemnitees against such Claim Against Customer. KnowledgeNet.ai’s indemnification obligations do not cover third party claims to the extent such claims arise from: (1) any products, services, technology, materials, or data not created or provided by KnowledgeNet.ai (including without limitation any Customer Data and/or any Third Party Applications), (ii) any part of the Services made in whole or in part in accordance to Customer specifications, (iii) any combination with other products, processes or materials not provided by KnowledgeNet.ai (such as Third Party Applications) where the alleged damages, costs or expenses arise from or relate to such combination, (iv) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that could have avoided the alleged infringement, or (v) Customer’s or Users’ use of the Services or Platform not in accordance with these MTC, the Documentation, or the AUP.

9.2 Customer Indemnification. In accordance with Section 9.3 below, Customer will indemnify, defend, and hold harmless KnowledgeNet.ai, its affiliates, and their respective officers, directors, employees and agents (collectively, the “KnowledgeNet.ai Indemnitees”) against any claim, demand, suit or proceeding made or brought against any or all of the KnowledgeNet.ai Indemnitees by a third party (i) alleging that the Customer Data, or any use thereof, infringes or violates the intellectual property rights or proprietary rights of others, or has caused harm to a third party, (ii) arising out of, or related to, the Customer’s breach of Sections 8.3 above, or (iii) Customer’s misuse of the Services (each, a “Claim Against KnowledgeNet.ai”), and will indemnify the KnowledgeNet.ai Indemnitees from any damages, reasonable attorney fees and costs finally awarded against the KnowledgeNet.ai Indemnitees as a result of, or for any amounts paid under a court-approved settlement of a Claim Against KnowledgeNet.ai.

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 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

10.1 Entire Agreement. These MTC, the orders governed by them, and the AUP contain the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the Parties relating thereto and is binding upon the Parties and their permitted successors and assigns. Only a written instrument that refers to these MTC or the applicable Order and that is duly signed by the authorized representatives of both Parties may amend these MTC or such Order. Any inconsistent or conflicting terms and conditions contained in any purchase order or similar template ordering document (“PO”) issued by the Customer shall be of no force or effect, even if such PO is accepted by KnowledgeNet.ai.

10.2 Assignment. This Agreement shall be binding upon and for the benefit of KnowledgeNet.ai, Customer and their permitted successors and assigns. Either Party may assign these MTC and all Orders as part of a corporate reorganization, consolidation, merger, or sale of all or substantially all of its assets. Except as expressly stated in these MTC, neither Party may otherwise assign its rights or delegate its duties under these MTC either in whole or in part without the prior written consent of the other Party, and any attempted assignment or delegation without such consent will be void. KnowledgeNet.ai may use independent contractors or subcontractors to assist in the delivery of Services; provided, however, that KnowledgeNet.ai shall remain liable for the actions or omissions of such independent contractors or subcontractors and for the payment of their compensation.

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.

10.5 Relationship of the Parties. KnowledgeNet.ai and Customer are independent contractors, and nothing in these MTC shall be construed as making them partners or creating the relationships of employer and employee, master and servant, or principal and agent between them, for any purpose whatsoever. Neither Party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other Party’s name or on its behalf.

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.

10.11 IMPORTANT FCRA RESTRICTIONS. KnowledgeNet.ai is not a consumer-reporting agency (“Consumer Reporting Agency”) as defined by the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. (“FCRA”) and data and services obtained from KnowledgeNet.ai do not constitute “Consumer Reports,” as that term is defined in the FCRA. Customer will not use or provide KnowledgeNet.ai Data or Services for any purposes enumerated in the FCRA in lieu of obtaining a Consumer Report. Customer agrees that it will not use or provide any data or Services received from KnowledgeNet.ai:

1. 1. 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;
   2. for the purpose of evaluating a consumer for employment, promotion, reassignment or retention as an employee;
   3. for any tenancy verification or in connection with any application to rent real property;
   4. 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;
   5. 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;
   6. 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
   7. in connection with eligibility for any government benefit or service; or
   8. for any other purpose under the FCRA

Customer agrees not to use or provide services or data provided by KnowledgeNet.ai for the preparation of a Consumer Report or in such a manner that may cause such data to be characterized as a Consumer Report. Customer agrees that it will not take any “Adverse Action” (as that term is defined in the FCRA), which is based in whole or in part on KnowledgeNet.ai Data or Services, against any Consumer.

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.