KNOWZY TERMS OF SERVICE

These Knowzy Terms of Service (“Terms of Service” or the “Agreement”) govern all rights and obligations regarding the use of the Knowzy Platform (as defined below) and are entered into by and between Knowzy LLC (“Knowzy”) and the party, whether an Individual User, Business Organization, or Educational Institution (each as defined below) that has agreed to be bound by this Agreement (collectively, “Customer”, “you” or “your”). Knowzy and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”. 

By clicking to accept or agree to this Agreement when this option is made available to you, or otherwise accessing, registering, and/or using the Knowzy Platform, you accept and agree to be bound and abide by the terms of this Agreement. You additionally represent that you have the authority to enter into this Agreement. If you do not wish to be bound by this Agreement, neither you nor your Authorized Users may access or use the Knowzy Platform at any time. 

  1. DEFINITIONS. The words defined in this Agreement have the definitions as assigned herein. In addition, the following definitions apply:

“Authorized User” means either an Individual User (defined below), or when Customer is an Educational Institution or a Business Organization, each Customer employee, student, professor, teacher, or other user, who is authorized by Customer to access and use the Knowzy Platform pursuant to this Agreement and who has been assigned a unique user identifier.

“Administrative User” means, when Customer is an Educational Institution or a Business Organization, an Authorized User who is responsible for managing, coordinating and reporting on information from, and the operation of, the Knowzy Platform.

“Business Organization” means the corporation, limited liability company, partnership, joint venture, association or other entity authorized to use the Knowzy Platform and identified in the applicable Order Form.

“Customer Data” means information, data, and other content that is submitted directly by or on behalf of the Business Organization, Educational Institution or Authorized User through the Knowzy Platform. 

“Documentation” means Knowzy’s user manuals, handbooks, guides and training materials relating to the Knowzy Platform provided by Knowzy to its customers generally (such as through links within the Knowzy Platform) and as made available to Customer.

“Educational Institution” means the private or public organization that provides organized courses of study and/or learning and educational materials and information, including but not limited to a school, college, university, training center, or other entity primarily engaged in education, whether or not for profit and whether or not accredited, using the Knowzy Platform and identified in the applicable Order Form. 

“Individual User” means a person who uses the Knowzy Platform solely for their own personal or professional use, and not on behalf of, for the benefit of, or in connection with an entity (including any Educational Institution or Business Organization), as identified in the applicable Order Form. 

“Input(s)” means any data (excluding Customer Data), material, source link, audio recording, photographs or videos, third-party content or other information that is posted, uploaded, shared within, integrated into or otherwise submitted or input by the Business Organization, Educational Institution or an Authorized User into the Knowzy Platform.

“Intellectual Property Rights” means all intellectual property, including but not limited to source code, object code, software and all future modifications, revisions, updates, releases, improvements, enhancements, and customizations thereto, trademarks, design features, visual expressions, technologies, screen formats, report formats and all ideas, methods, algorithms, formulae and concepts used in development of the software, and all derivative works based upon any of the foregoing and all copyrights, patents, trade secrets and other intellectual property rights now known or developed in the future worldwide. 

“Knowzy IP” means the Knowzy Platform, the Documentation, and all Intellectual Property Rights of Knowzy provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Knowzy IP includes aggregated statistics and any information, data, or other content derived from Knowzy’s monitoring of, and Customer’s access to or use of, the Knowzy Platform, but does not include Customer Data. 

“Knowzy Platform” means the platform (and any website owned, operated, controlled and/or maintained by Knowzy) provided in a software as a service format and includes the modules, functionality and products set forth in an Order Form. 

“Order Form” means either an order form provided to Customer by Knowzy, or a purchase order submitted by Customer (in a form and manner as agreed by Knowzy), or the applicable registration pages that enable the Customer to make selections for the scope, use, and price of the Knowzy Platform. 

“Third-Party Products“ means any open source and freeware components licensed or utilized by Knowzy and any third-party proprietary software, tools or other materials provided with, or incorporated into, or linked to the Knowzy Platform or other third-party products and services.

  1. ORDERS AND REGISTRATION. 

    1. Order Form. The Parties will set forth specific terms of Customer’s use of the Knowzy Platform in the Order Form, which shall contain at a minimum: (i) the name, address and contact information of Customer; (ii) the applicable Subscription Fees; (iii) the type and scope of the account (such as the applicable tier or market segment); (iv) the implementation and training services, if any; and (v) other information as determined between the parties, such as the number of Administrative Users, if applicable and if any. All provisions of this Agreement shall become effective upon execution of the Order Form (the “Effective Date”). 

    2. Registration. 

      1. Individual Users. If Customer is an Individual User, by registering to use the Knowzy Platform pursuant to the applicable Order Form, Customer acknowledges and agrees that: (1) Customer has read and understands the terms of this Agreement; (2) Customer has the authority to agree to this Agreement on behalf of itself; (3) Customer’s use of the Knowzy Platform is solely for their own personal or professional use, and not on behalf of, for the benefit of, or in connection with an entity (including any Educational Institution or Business Organization); (4) Customer’s name, contact details and related information inputted into or stored within the Knowzy Platform (or third party payment technology platform, such as Stripe) are accurate and shall be kept up to date; (5) Customer has and shall have throughout the Term all right and interest to provide all Customer Data in and through the Knowzy Platform; and (6) any data Customer supplies, including personal information, to Knowzy will be governed by the Knowzy Privacy Policy https://getknowzy.com/privacy-policy/ (as it may be updated by Knowzy from time to time) (the “Knowzy Privacy Policy”), and Customer has read, understood and accepted those policy terms. Individual Users shall not appoint (or have) any additional Authorized Users under this Agreement or any Order Form other than themselves. 

      2. Educational Institutions and Business Organizations. If Customer is an Educational Institution or Business Organization, by registering to use the  Knowzy Platform, the Educational Institution or Business Organization and each Authorized User acknowledges and agrees that: (1) the Educational Institution or Business Organization and the Authorized User has read and understands terms of this Agreement; (2) each Administrative User has the authority to agree to the terms of this Agreement on behalf itself and of the Educational Institution or Business Organization; (3) any Authorized User’s use of Knowzy Platform is solely for business purposes and not for any individual purpose; (4) each Authorized User’s name, contact details and related information inputted into or stored within the Knowzy Platform are accurate and shall be kept up to date; (5) the Educational Institution or Business Organization has and shall have throughout the Term all right and interest to provide all Customer Data, including personal information, about all Authorized Users in and through the Knowzy Platform; and (6) any Customer Data the Educational Institution or Business Organization supplies, including personal information about Authorized Users, to Knowzy will be governed by the Knowzy Privacy Policy, and the Educational Institution or Business Organization has read, understood and accepted those policy terms. 

    3. Usernames and Passwords. Upon registration as described in Section 2(b), Customer shall keep, and if Customer is an Educational Institution or Business Organization, shall cause all Authorized Users to keep all usernames, passwords and account details confidential. For Educational Institution and Business Organization Customers, Knowzy may use and offer generally commercially available methods of login authentication, such as Single Sign-On (SSO) systems. Knowzy will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with any unauthorized use of any username or password. Knowzy retains the right to disable any user identification code or password, if Customer or any of its Authorized Users has violated any of the provisions of this Agreement.

  2. ACCESS AND USE, SERVICES.

    1. Access. Knowzy grants Customer during the Term, a limited, non-exclusive, non-transferable, revocable license to access and use the Knowzy Platform and Documentation for internal purposes, solely for use by Customer (and its Authorized Users if Customer is an Educational Institution or Business Organization) in accordance with the terms set forth in the Order Form and this Agreement. Customer may access the Knowzy Platform through a website, link or other portal supplied by Knowzy, which may change from time to time. 

    2. Use Restrictions. Customer shall not, and if Customer is an Educational Institution or Business Organization shall cause any of its Authorized Users to not, either directly or indirectly, use the Knowzy Platform or Documentation for any purposes beyond the scope of the access expressly granted in this Agreement. The Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Knowzy Platform or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Knowzy Platform or Documentation or serve as a service agency to any third parties; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any component of the Knowzy Platform, in whole or in part; (iv) remove any proprietary notices from the Knowzy Platform or Documentation or otherwise use the Knowzy Platform, Documentation, or any Inputs for any commercial purposes; (v) use the Knowzy Platform or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person or entity, including but not limited to copyright infringement or otherwise intellectual property infringement related to any Inputs; (vi) use of the Knowzy Platform that violates any applicable laws or regulations; and (vii) access the Knowzy Platform through any manner other than the link or portal provided by Knowzy.

    3. Third-Party Products. Knowzy may from time to time make Third-Party Products available to Customer and, if so, such Third-Party Products are subject to their own terms of service and the applicable flow through provisions for such Third-Party Products. Knowzy is not liable for any Third-Party Products. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.

    4. Implementation, Training. Knowzy will provide the implementation and training services, if any, as set forth in the Order Form.

    5. Maintenance and Support. Knowzy may, in its sole discretion, and at any time, make available: software updates that fix known issues or bugs with the Knowzy platform; and/or software upgrades that provide functional improvements to the Knowzy platform, which may include new functionality, new versions of specific modules; and/or new releases of the Knowzy platform. In the event Knowzy makes any updates, upgrades or new releases generally commercially available at no additional charge to customers of Knowzy who have paid for the Knowzy platform, then Knowzy will make it available to the Customer on the same terms at no charge. Knowzy will provide customer support through responding to email support questions submitted to support@knowzy.ai.

    6. Hosting. Customer acknowledges that Knowzy utilizes third party entities to host the Knowzy Platform and store Customer Data (the “Hosting Service(s)”). Knowzy shall select such Hosting Services in its sole discretion and may change such Hosting Services at any time. The Hosting Service shall remain responsible for its own actions and inactions, including but not limited to disruptions in service, downtime, data loss and data security and, as such, any losses Customer suffers as a result of the Hosting Service shall be satisfied first from the associated insurance policy covering cyber security and/or disaster recovery and second from the Hosting Service. 

    7. Freemium Level. Knowzy may provide Customer with access and use of a version of the Knowzy Platform that has no associated Subscription Fees (“Free Version”). Knowzy shall determine in its sole discretion what features and functions are available in the Free Version. In the event Customer elects to use the Free Version, where and when offered by Knowzy, (which election shall be evidenced by any registration or use of the Knowzy Platform, including without limitation the inputting of Customer Data into the Knowzy Platform) all terms of this Agreement shall remain in full force in effect, except for the payment terms as described in section 5 below. Knowzy may permit Customers to access and use the Free Version, notwithstanding a termination as described in section 6 below.  

  3. CUSTOMER RESPONSIBILITIES.

    1. General. 

      1. If Customer is an Educational Institution or Business Organization: (A) Customer shall make Authorized Users aware of the obligations in this Agreement and cause them to comply with it; (B) Customer is responsible for all acts and omissions of Authorized Users and all directors, officers, agents and employees; (C) Customer is liable for uses and misuses of the Knowzy Platform and Documentation, including without limitation any violations of Section 3(b); and (D) Customer is liable for obtaining all consents and authorizations, including in connection with Inputs and Customer Data. 

      2. If Customer is an Individual User: (A) Customer shall comply with this Agreement; (B) Customer is responsible for its acts and omissions; (C) Customer is liable for uses and misuses of the Knowzy Platform and Documentation, including without limitation any violations of Section 3(b); and (D) Customer is liable for all necessary consents and authorizations in connection with Inputs and Customer Data. 

    2. Applicable Law. Customer represents and warrants that it will comply with all applicable federal, state and local regulations, including, but not limited to, those governing Inputs and Customer Data. 

      1. FERPA. In the event that Customer is an Educational Institution and the Family Educational Rights and Privacy Act (“FERPA”) applies to the use of the Knowzy Platform, then Customer represents that (A) Knowzy has a “legitimate educational interest” in providing the Knowzy Platform and (B) Knowzy is hereby designated as a “school official” as the term is used in FERPA 34 CFR Section 99.31. Knowzy will use and share the personally identifiable information of students (each an Authorized User under the Agreement) only for the limited purpose of providing the Knowzy Platform at the Customer’s direction.

    3. Recording.  In connection with any Knowzy Platform feature that records, transcribes, stores or otherwise receives audio or speech content, Customer is solely responsible for compliance with: (i) applicable federal, state, and local laws and regulations (including but not limited to any consent or “one-party” or “all-party” recording requirements and all copyright laws), and (ii) internal, institutional and organizational policies governing recording or transcription. Knowzy makes no representation regarding the legality of recording or transcription in any jurisdiction and expressly disclaims all responsibility and liability arising from any recording, transcription, storage, or use of audio content by Customer or its Authorized Users (as applicable).

    4. Inputs. Customer acknowledges that Knowzy does not monitor, review, or control content submitted to the Knowzy Platform and assumes no liability for such content or Inputs. Customer and its Authorized Users, as applicable, cannot copy or reproduce third-party content except as permitted by applicable law (for example, under the fair use doctrine) and only for limited, personal, or educational purposes. Customer represents and warrants that all Inputs do not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other rights of any third party. Customer further represents and warrants that it has all necessary rights, licenses, and consents to provide such Inputs. Customer shall not (and Authorized Users shall not), upload or provide any Inputs that are unlawful, obscene, pornographic, explicit, defamatory, harassing, violent, hateful, discriminatory, or otherwise offensive, or that contain personal data or images of individuals without their consent. Knowzy expressly reserves the right to remove or disable access to any Inputs or other content in accordance with applicable law or Knowzy policies.

  4. FEES AND PAYMENT. 

    1. Fees. Customer shall pay Knowzy the fees set forth in the Order Form, which may be a usage fee, a pilot fee, or another transaction fee (“Subscription Fees”). Knowzy may increase Subscription Fees once annually for any contract year during the Term by providing written notice to Customer at least thirty (30) calendar days prior to the commencement of that contract year. Subscription Fees are non-refundable, and not subject to offset, rebate or any other return of prepaid Subscription Fees.

    2. Payment. 

      1. By Individual User. If Customer is an Individual User, Customer authorizes Knowzy to automatically charge Customer’s credit card for the Subscription Fees at the frequency set forth in the applicable Order Form. The payment for such fees will be completed through the use of a third-party payment processor selected by Knowzy. Users must submit a valid payment card (debit, credit), bank account information, routing number, and other information as may be required by the applicable third-party payment processor. Knowzy does not operate, own, or control payment processor; thus, all financial transactions, including the use of the User’s payment card and transfers of funds to and from the User’s bank account are governed by the applicable platform store and/or the payment processor’s policies (including privacy policies), procedures and agreements with the user, as applicable. 

      2. By Educational Institution or Business Organization. If Customer is an Educational Institution or Business Organization, Customer shall pay the Subscription Fees within thirty (30) days of receipt of the invoice in the manner determined by Knowzy, which may be by bank transfer or check or in another manner.  Knowzy will submit an invoice to Customer electronically to the address identified by Customer. 

      3. All payments shall be in US dollars.

      4. Failure to Pay. If Customer fails to make any payment when due, without limiting Knowzy’s other rights and remedies: (A) Knowzy may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (B) Customer shall reimburse Knowzy for all costs incurred by Knowzy in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (C) Knowzy may suspend Customer’s and its Authorized Users’ (if applicable) access to any portion or all of the Knowzy Platform until such amounts are paid in full. 

    3. Taxes. Customer is responsible for all applicable sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Knowzy’s income, unless Customer provides Knowzy with a valid and current tax exemption certificate or like exemption documentation authorized by the appropriate taxing authority. All Subscription Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments.

  5. TERM AND TERMINATION. 

    1. Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect for the period set forth in the Order Form (the “Term”). If the Order Form does not specify a Term, the Term shall be one (1) year from the Effective Date. This Agreement, unless otherwise stated in the applicable Order Form, will then automatically renew for consecutive one (1) year terms, unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term. 

    2. Termination for Cause. In addition to any other express termination right set forth in this Agreement:

      1. Knowzy may terminate or suspend this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after notice thereof; or (B) breaches any of its obligations under Section 3(b) or Section 4;

      2. either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach (A) is incapable of cure; or (B) if capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or

      3. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; made an assignment for the benefit of creditors 

    3. Termination for Convenience. An Individual User may terminate the Agreement at any time by providing written notice to Knowzy and the Individual User’s right to access and use the Knowzy Platform shall continue through the end of the Term. For avoidance of doubt, in the event an Individual User’s Term is one month, the Individual User may terminate at any time, and the Agreement will end on the last day of the then-current month. Should Customer terminate this Agreement prior to the end of the then-current Term, Customer is not entitled to receive any refunds, rebates or any other return of prepaid Subscription Fees. Educational Institution or Business Organizations may not terminate for convenience; provided, however, they can provide notice of non-renewal as set forth in section 6(a) above.

    4. Survival. Sections 4(a)(i)(ii-iv), 4(a)(i)(ii-iv), 4(b)-(d), 5(a), 5(b)(iv), 5(c), 6 – 12 survive any termination or expiration of this Agreement. 

    5. Suspension. Notwithstanding anything to the contrary in this Agreement, Knowzy may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Knowzy Platform and Documentation if: 

      1. Knowzy reasonably determines that (A) there is a threat or attack on any of the Knowzy Platform; (B) Customer’s or any Authorized User’s use of the Knowzy Platform disrupts or poses a security risk to the Knowzy Platform or to any other customer or vendor of Knowzy; (C) Customer, or any Authorized User (as applicable), is using the Knowzy Platform for fraudulent or illegal activities or if such use of the Knowzy Platform is found to infringe the rights of any third party; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, such as if an Educational Institution ceased operating as a school; or (E) Knowzy’s provision of the Knowzy Platform to Customer or any Authorized User is prohibited by applicable law; 

      2. any vendor of Knowzy has suspended or terminated Knowzy’s access to or use of any third-party services or products required to enable Customer to access the Knowzy Platform; or 

      3. Customer fails to pay Subscription Fees when due. 

Each of the factors set forth in (i) through (iii) above is a “Service Suspension.” Knowzy will use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Knowzy Platform following any Service Suspension. Knowzy will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User (as applicable) may incur as a result of a Service Suspension.

  1. Account and Customer Data Deletion. To delete an account, and the associated Customer Data, Customer must send an email to the designated agent at support@knowzy.ai stating that the Customer wishes to delete an account (or the information). As described more fully in the privacy policy, upon receipt of such a request, Knowzy will use reasonable efforts to delete such information, however information may not be deleted immediately from back-up systems. Upon deletion, Customer shall have no ability to extract, download or otherwise access the Customer Data.

  1. CONFIDENTIAL INFORMATION. 

    1. Either Party may disclose to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party. For purposes of clarity, Inputs shall not be deemed Confidential Information.

    2. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to perform its obligations hereunder; provided that such persons have been informed of the confidential nature of the Confidential Information prior to such disclosure and have an obligation to maintain the confidentiality thereof. 

    3. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) 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 and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. 

    4. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed and in the case of Customer Data, Section 8(b) shall apply. 

    5. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. 

    6. Each Party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction, use or distribution of the Confidential Information.

  2. INTELLECTUAL PROPERTY; DATA; FEEDBACK. 

    1. Knowzy IP. Customer acknowledges that Knowzy owns all right, title, and interest, including all Intellectual Property Rights, in and to all Knowzy IP and all associated features, functions, modules, Feedback and the like. With respect to Third-Party Products, the applicable third-party owns all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Products. 

    2. Inputs and Customer Data. Customer is solely responsible for: (i) the accuracy, quality, integrity, legality and correctness of the Inputs, Customer Data and other data; (ii) the selection, creation, and update, of the Inputs, Customer Data and other data provided to Knowzy or the Knowzy Platform; and (iii) when Customer is an Educational Institution or Business Organization, the selection and design of the Customer’s business controls, including without limitation controls to comply with Customer’s policies for its Authorized Users, and the implementation of those controls for the review, addition, deletion and modification of such Inputs, Customer Data and other data. Customer grants Knowzy a limited, non-exclusive, revocable license to use the Inputs and Customer Data for the limited purpose of providing the Knowzy Platform. 

    3. Feedback and Add On Services. If Customer or any of its Authorized Users sends any feedback or materials to Knowzy by mail, email, telephone, or otherwise, suggesting or recommending changes to the Knowzy Platform, including without limitation, new features or functionality, or any other comments, questions, or suggestions (“Feedback”), Knowzy shall own all such Feedback and is free to use such Feedback in its sole discretion. To the extent Customer desires to engage Knowzy to create customizations of the Knowzy Platform (or any module, feature, functionality), or conduct additional training, or engage in any non-standard activities (such as in person training or in person support) (each, “Add On Services”) Knowzy may agree to provide such Add On Services upon execution of an Order Form, which details the deliverables, timelines, fees, if any, and other applicable information related to the Add On Services. Knowzy shall own all such customizations (and all other Intellectual Property Rights in and to the Add On Services). Customer (and Authorized Users) hereby assigns to Knowzy all right, title, and interest in, and to the Feedback and customizations and Knowzy is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback and/or customizations, for any purpose whatsoever, although Knowzy is not required to use any Feedback and/or customizations.

  3. AI TERMS. 

    1. Use of AI; Outputs. To the extent Knowzy incorporates artificial intelligence (AI) or machine learning technologies, including but not limited to transcription services and AI search engine features, (“AI Functionalities”) into the Knowzy Platform, Customer acknowledges that the AI Functionalities generate outputs automatically based on algorithmic models and data patterns and such outputs (“AI Outputs”) may be inaccurate, incomplete, or otherwise unreliable. Knowzy makes no representation or warranty as to, and expressly disclaims any warranties as to, the accuracy, reliability or suitability of any AI Output. Customer or any Authorized User’s use or reliance on any AI Output is solely at its own discretion and risk.

    2. Customer Inputs and Data Use. Customer is solely responsible for all information, content, and materials it or its users input into any AI Functionalities (“AI Inputs”), including obtaining consents from any necessary third parties and ensuring such inputs comply with all applicable law and do not include personal, confidential, or sensitive information except as expressly permitted under this Agreement.  

    3. Responsible Use and Modification. Customer must use, and cause all Authorized Users (as applicable) to use, any AI Functionality in accordance with applicable laws. All AI Functionalities are provided “AS IS.” Customer is solely responsible for, and expressly releases Knowzy from any liability related to, Customer’s reliance on any AI Outputs or decisions made based on or related to the AI Outputs. Knowzy may update, modify, or suspend any AI Functionalities at any time to maintain service quality, security or compliance with law. 

  4. INDEMNIFICATION. 

    1.      Customer Indemnification. Customer shall indemnify, defend, and hold harmless Knowzy from and against any losses incurred by Knowzy resulting from a Third-Party Claim (i) related to or in connection with ownership of Customer Data, including claims that the Customer Data infringes or misappropriates such third party’s Intellectual Property Rights or violates any applicable law, rule or regulation; (ii) related to or in connection with any Inputs, including but not limited to any breach of Section 4(e); (iii) based on Customer’s or any Authorized User’s (A) gross negligence or willful misconduct; (B) use of the Knowzy Platform in a manner not authorized by this Agreement; (C) use of the Knowzy Platform in combination with data, software, hardware, equipment, or technology not provided not authorized by Knowzy in writing; and (iv) Customer’s breach of this Agreement.

    2. Procedure; Sole Remedy. All claims for indemnification hereunder require (i) the indemnified party to promptly notify the indemnifying party in writing of the claim; (ii) the indemnifying party to reasonably cooperate in defense of the claim; (iii) the right for the indemnified party to participate in the defense thereof by counsel of its own choice; (iv) the indemnifying party to have the sole authority to control the defense and settlement of such claim provided that the indemnifying party may not settle any Third-Party Claim against indemnified party unless the indemnified party consents to such settlement. THIS SECTION 10 SETS FORTH CUSTOMER’S SOLE REMEDIES AND KNOWZY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE KNOWZY PLATFORM INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 

  5. WARRANTIES; LIMITATION OF LIABILITY AND REMEDIES. 

    1. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES AND KNOWZY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. KNOWZY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. KNOWZY MAKES NO WARRANTY OF ANY KIND THAT THE KNOWZY PLATFORM (OR AI FUNCTIONALITIES), DOCUMENTATION OR ANY PRODUCTS OR RESULTS OF THE USE OR ACCESS THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER PLATFORM, OR BE ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

    2. IN NO EVENT WILL KNOWZY (OR ITS DIRECTORS, EMPLOYEES, SHAREHOLDERS, OFFICERS,OR AGENTS) BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; LOSS OF GOODWILL OR REPUTATION; USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; FAILURE TO BE ABLE TO USE THE SYSTEM, OR COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER KNOWZY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. 

    3. IN NO EVENT WILL KNOWZY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO KNOWZY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

  6. MISCELLANEOUS. 

    1. Entire Agreement. This Agreement is the entire agreement between Knowzy and Customer for the provision of services and the use of the Knowzy Platform and supersedes all other proposals and agreements, whether electronic, oral or written, between the Parties. Any additional or different terms including those contained in any purchase order are void. Knowzy’s obligations herein are not contingent on the delivery of any future functionality or features of the Knowzy Platform or dependent on any oral or written public comments made by us regarding future functionality or features of the Knowzy Platform.

    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

    3. Force Majeure. Neither Party will be responsible for any failure or delay in performing its obligations under this Agreement (except for payment of fees when due), if and to the extent such failure or delay is caused by any circumstances beyond the Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, pandemic, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo (each, a “Force Majeure Event”). Upon occurrence of any Force Majeure Event, the Party invoking the force majeure shall give Notice to the other Party of its inability to perform or of delay. 

    4. Severability, Modification and Waiver. If any portion of this Agreement is held to be void, invalid or otherwise unenforceable, in whole or part, the remaining portions of this Agreement shall remain in effect. This Agreement may not be modified or amended except in writing signed by an authorized representative of both Parties. A Party’s failure to exercise any rights herein shall not constitute or be deemed a waiver or forfeiture of such rights. If a Party wishes to waive its rights hereunder, it must provide written notification of its rights to the other Party. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

    5. Governing Law. This Agreement is governed by and construed in accordance with the laws of the state of Ohio without giving effect to any choice or conflict of law provision. 

    6. Assignment. Customer will not assign or transfer this Agreement without Knowzy’s prior written consent, which will not be unreasonably withheld. Knowzy may assign this Agreement in the event of merger, reorganization, sale of all or substantially all of Knowzy’s assets, change of control or operation of law. 

    7. Dispute Resolution. All claims, disputes or controversies arising under or relating to this Agreement, any Order Form and/or the relationship of the Parties shall be settled by binding arbitration in the state of Ohio or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in software licensing and shall include a written record of the arbitration hearing. The Parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.

    8. Reservation of Rights. Knowzy reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Knowzy IP.

    9. Relationship of the Parties. This Agreement and the use of the Knowzy Platform, does not, and shall not be construed as creating any relationship, joint venture, partnership, employment, or agency relationship in any way and of any kind between the Parties hereto.

    10. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third-party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.