Effective Date: [Date]
Please read the following carefully. These Terms of Use (these "Terms") govern your access to and use of Cinco AI Inc d/b/a Knowhere ("Knowhere," "we," "us," "our")'s website at https://goknowhere.com (the "Site"), the Knowhere software platform (the "Platform"), and the related products and services provided by Knowhere (the Site, Platform, and such related products and services, collectively, the "Service").
If you access or use the Platform through an account provided by your employer or another organization that has entered into a separate agreement with Knowhere (a "Customer Agreement"), the Customer Agreement governs that organization's subscription to and use of the Platform. These Terms govern your individual access to and use of the Service. In the event of a conflict between these Terms and a Customer Agreement with respect to the organization's rights or obligations, the Customer Agreement will control.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SERVICE AND YOU MUST PROMPTLY CEASE USING IT.
By agreeing to these Terms, you expressly agree to the arbitration of all Disputes as further described in Section 20 below, subject to any applicable Customer Agreement. The parties agree to arbitrate solely on an individual basis, and that these Terms do not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding.
Subject to these Terms and any applicable Customer Agreement, you may access and use the Service only in accordance with these Terms and, where you access the Service through a customer account, within the scope of the access authorized by that customer. Access to the Service may be temporarily suspended or unavailable due to maintenance, system failures, security concerns, suspected violations of these Terms, circumstances beyond our reasonable control, or as otherwise permitted under these Terms or an applicable Customer Agreement.
Subject to the terms and conditions of these Terms and any applicable Customer Agreement, Knowhere hereby grants you a limited, non-exclusive, revocable, non-transferrable, non-sublicensable, non-assignable license to access and use the Service and any documentation made available by Knowhere solely for your internal business purposes and, with respect to the Site, informational purposes, in each case within the scope of access made available to you and on a Device that you own, control, or are authorized to use. We reserve all other rights that are not granted in these Terms.
You may not access or use the Service in any way that is not expressly permitted by these Terms or an applicable Customer Agreement. You may not: (i) cause, permit or authorize the modification, copying, creation of derivative works, translation, reverse engineering, decompilation, disassembly, or hacking of the Service or any proprietary component thereof, except to the extent such restriction is prohibited by applicable law; (ii) sell, assign, rent, lease, or grant rights in the Service, including, without limitation, through sublicense, to any other person or entity; or (iii) use the Service for any unlawful, prohibited, or unauthorized purpose.
The Platform may not be used by anyone under the age of 18. By accessing or using the Platform, you represent and warrant that you are at least 18 years of age (or the age of legal majority under applicable law) and have the legal capacity to agree to these Terms.
We may, but are not obligated to, monitor or review the use of the Service at any time for purposes such as protecting the Service and its users, maintaining security, and determining compliance with these Terms. If we become aware of any possible violations by you of these Terms, we reserve the right to investigate such violations, and we may, at our sole discretion, suspend or terminate your access to or use of the Service pursuant to Section 17 (Termination) below and subject to any applicable Customer Agreement.
You must not use (or permit a third-party to use) the Service: (i) in any unlawful manner, for any unlawful purpose, or to act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Service or any operating system used by the Service; (ii) in a way that could damage, disable, overburden, impair or compromise our systems or security, or interfere with other users; (iii) to systematically scrape, harvest, extract, or collect information or data from the Service or our systems, except through functionality made available by Knowhere and as otherwise authorized under these Terms or an applicable Customer Agreement, or attempt to decipher any transmissions to or from the servers running the Service; (iv) via use of a robot, spider, or other automated device to monitor or copy the Service or any information provided by the Service, other than as permitted by the robots.txt file for the Site or through an API, integration, or other automated functionality expressly authorized by Knowhere; (v) to send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms; (vi) to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam); (vii) to access or use the Service or information obtained from the Service to develop, train, or improve a product, service, or artificial intelligence or machine learning model that competes with the Service, except as expressly authorized by Knowhere; or (viii) to submit to or process through the Service any sensitive or regulated information that Knowhere has not expressly agreed to process, including protected health information ("PHI") subject to HIPAA, payment card information subject to PCI DSS, or nonpublic personal information subject to the Gramm-Leach-Bliley Act. You acknowledge and agree that you are solely responsible, and Knowhere has no responsibility or liability to you or any other person or entity for, any breach by you of these Terms or for the consequences of any such breach.
Our Privacy Policy explains how your personal information will be collected and used as well as other information regarding your privacy. Our Privacy Policy is provided for informational purposes and does not form part of these Terms. Your use of the Service is subject to our Privacy Policy and, where applicable, the privacy and data processing terms of any Customer Agreement governing the customer account through which you access the Service.
To use certain features of the Service, you may be required to create an account or an account may be created or provisioned for you by Knowhere or a customer, and you may be required to provide us with your first name, last name, email address, and password, and certain other information about yourself. You are solely responsible for the information associated with your account and for activity conducted through your account to the extent within your control. You agree to provide true, accurate, current, and complete information as requested by any forms and maintain and update such information to keep it true, accurate, current, and complete. Your failure to maintain true, accurate, current, and complete account information may result in your inability to access or use the Service.
You are solely responsible for maintaining the confidentiality of your account passwords and other login credentials and for taking reasonable steps to prevent unauthorized access to your account. You agree to notify us immediately if you become aware of any unauthorized use of your password or your account using the contact information in Section 25 (Contact Information) below.
Accounts are registered to you personally and may not be sold, traded, gifted, or otherwise transferred at any time under any circumstances. You may not share your account with, or disclose your password or other login credentials to, anyone else or permit another person to access the Service through your account.
You may request that your user account be deactivated by contacting us as described in Section 25 (Contact Information) below. If your account is associated with a customer, your access to the Service may also be managed by that customer, and deactivation of your user account does not require deletion of information maintained as part of the customer's account or workspace. Any deletion or retention of such information will be governed by the applicable Customer Agreement and our Privacy Policy.
Knowhere may, in its discretion, suspend or terminate your account, including, without limitation, if: (a) Knowhere determines that you are (i) in breach of or otherwise acting inconsistently with these Terms or (ii) engaging in fraudulent or illegal activities or other conduct that may result in liability to Knowhere; (b) Knowhere determines it is required by law to suspend or terminate your account; or (c) Knowhere decides to stop providing the Service or critical portions of the Service. Knowhere may also suspend or terminate your access where permitted or required under an applicable Customer Agreement or at the direction of the customer through which you have been granted access. Termination of your individual account does not, by itself, require Knowhere to delete information maintained as part of a customer account or workspace; such information will be handled in accordance with the applicable Customer Agreement and our Privacy Policy. You have no ownership rights to your account.
If you access the Platform through an account provided by your employer or another organization, that organization may administer your access to the Platform and may have the ability to access, manage, export, modify, or delete information associated with your use of its account or workspace, including Submitted Content. The customer may also control permissions, integrations, and other settings applicable to your use of the Platform and may suspend or terminate your access. Knowhere may act on instructions from the applicable customer or its authorized administrators with respect to the administration of that customer's account. If you have questions regarding your organization's administration of your account or information, you should contact the applicable organization.
If you choose, at your sole discretion, to purchase access to the Service or other services directly from Knowhere through the Service, you acknowledge that you will be required to provide a current, valid, accepted method of payment ("Payment Method") and you agree that we may charge your Payment Method for the fees, taxes, and other charges disclosed to you in connection with the purchase. Knowhere uses authorized third parties for the purpose of processing your transactions and payment authorizations. By submitting Payment Method details to us or our third-party processors, you authorize Knowhere and its third-party payment processors to process your Payment Method and related payment information as necessary to complete and administer your purchase. You agree to promptly update your account with any change in your billing address or the Payment Method used for payment hereunder. You agree that Knowhere will not be responsible for any failures of such third parties to adequately protect your information.
You shall be responsible for all charges incurred through your account as well as for paying any applicable taxes in connection with purchases you make directly through the Service. By providing Knowhere or its third-party payment processor with your Payment Method, you agree that Knowhere or its third-party payment processor is authorized to charge your Payment Method for all fees and charges disclosed to you and due in connection with your purchase.
If you access or use the Service through a customer account governed by a Customer Agreement, the applicable Customer Agreement governs the customer's fees, payment obligations, subscription terms, and related commercial terms. You do not become personally responsible for a customer's payment obligations solely by accessing or using the Service through that customer's account. Any additional terms presented to you in connection with a direct purchase through the Service will govern that purchase to the extent they conflict with this Section 6.
Any subscription to the Service purchased directly from Knowhere through the Service will be subject to the subscription, billing, renewal, cancellation, and other terms presented to you at the time of purchase. If you access or use the Service through a customer account governed by a Customer Agreement, that Customer Agreement governs the customer's subscription, including its fees, term, renewal, cancellation, and payment obligations.
Knowhere is not the source of, does not verify or endorse, and takes no responsibility for the content of communications or any material submitted or made available through the Service via any function that allows a user to upload or share content, communicate with other users, or otherwise input, import, transmit, or make information or materials available through the Service, including meeting information, notes, contact information, schedules, comments, and other materials (the "Submitted Content"). Submitted Content is entirely the responsibility of the user or customer that submits or makes such Submitted Content available through the Service. You therefore may be exposed to content that is offensive, unlawful, harmful to minors, obscene, indecent, or otherwise objectionable. Submitted Content may be protected by intellectual property rights or other rights owned by third parties. You are responsible for the content you choose to communicate and access using the Service. In particular, you are responsible for ensuring that you do not submit material that (i) is protected by copyright, contains trade secrets or otherwise is subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner or are otherwise legally authorized to submit such material through the Service; (ii) is false or is a misrepresentation; (iii) is offensive, unlawful, harmful to minors, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or that encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise objectionable; or (iv) impersonates another person. Knowhere may in its sole discretion block, prevent delivery of, or otherwise remove the content of communications as part of its effort to protect the Service or its users, or otherwise to enforce these Terms. Further, Knowhere may in its sole discretion remove or decline to publish such content on the Service and terminate your account if you submit any content that is in breach of these Terms.
Knowhere does not claim ownership of any of your Submitted Content. With respect to all of your Submitted Content, you grant Knowhere a perpetual, irrevocable, non-terminable, transferable, worldwide, royalty-free, sublicensable, fully paid-up, and non-exclusive license to use, reproduce, distribute, prepare derivative works of, display, modify, copy and perform the Submitted Content or any part of the Submitted Content in connection with the Service and Knowhere's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any and all media formats and through any and all media channels. You also hereby grant each user of the Service a non-exclusive license to access your Submitted Content through the Service while the Submitted Content is made available through the Service. You hereby represent, warrant, and covenant that any Submitted Content you provide does not include anything (including, but not limited to, text, images, music, or video) to which you do not have the full right to grant the license specified in this Section 8 (Submitted Content).
You acknowledge and agree that: (i) by using the Service, you may be exposed to content that you may find offensive or indecent and you do so at your own risk; (ii) you are solely responsible for, and Knowhere has no responsibility to you or any third party for any Submitted Content that you create, submit, post or publish on or through the Service; (iii) Knowhere does not guarantee any confidentiality with respect to your Submitted Content; (iv) Knowhere is not responsible for any Submitted Content provided by third parties that you may have access to through your use of the Service and all Submitted Content is the responsibility of the person from whom such Submitted Content originated. You acknowledge and agree that (y) Knowhere has no control over and is not responsible for the use of Submitted Content by its users, including any user that has downloaded Submitted Content to a personal device; and (z) Knowhere may not be able to remove Submitted Content that is downloaded onto a user's Device. Knowhere does not endorse any Submitted Content, or any opinion, recommendation, or advice expressed therein, and expressly disclaims any and all liability in connection with Submitted Content.
You acknowledge that Knowhere has the right to pre-screen your Submitted Content but has no obligation to do so. At Knowhere's sole discretion, any Submitted Content may be included in the Service in whole or in part in modified form. In addition, Knowhere and its designees shall have the right, but not the obligation, in their sole discretion, to refuse or remove any Submitted Content that is available via the Service that violates these Terms or is otherwise objectionable including, but not limited to, being unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or violating any party's intellectual property.
You acknowledge that your Submitted Content is your sole responsibility. You agree that, under no circumstances, will Knowhere be liable in any way for any Submitted Content, including, but not limited to, any errors or omissions in any Submitted Content, or any loss or damage of any kind incurred as a result of the use or distribution of any Submitted Content transmitted or otherwise made available via the Service.
Certain features of the Service may use artificial intelligence, machine learning, or other automated technologies to generate or assist in generating summaries, classifications, insights, recommendations, or other outputs based on information made available through the Service. Such outputs may be incomplete, inaccurate, or inappropriate for a particular purpose and should not be treated as a substitute for your independent judgment. You are responsible for reviewing outputs before using or relying on them and for your use of any output generated through the Service.
We welcome feedback from our users and appreciate your comments regarding the Service. However, if you provide us with any ideas, suggestions, proposals, recommendations, comments, or other feedback regarding the Service ("Feedback"), you understand that Knowhere may use that Feedback without restriction or obligation to you. This provision is intended to avoid misunderstandings if products, services, features, or improvements developed by Knowhere are similar to ideas or suggestions provided by users or customers.
If you provide Feedback, then regardless of any conditions you may have attempted to place on such Feedback, you acknowledge and agree that: (i) such Feedback will be considered non-confidential and non-proprietary; (ii) we have the right (subject to our Privacy Policy), without limit in time and without payment to you, to use, copy, distribute, adapt, and disclose it for any purpose, including to develop, modify, improve, and commercialize the Service and other products and services, and to permit others to do so; (iii) we may have something similar to the Feedback already under consideration or in development; and (iv) you are not entitled to any compensation or reimbursement of any kind from us in connection with the Feedback under any circumstances.
Knowhere's name and logo are trademarks and service marks of Knowhere. You do not have the right to use any of our trademarks, service marks, or logos except as expressly authorized by us, and your unauthorized use of any of these may be a violation of federal and state trademark laws.
You acknowledge that all intellectual property rights in the Service, whether registered or unregistered, including but not limited to rights in the Platform, software, source and object code, models, algorithms, workflows, functionality, features, interfaces, documentation, graphics, logos, "look and feel," trade dress, structure, organization, code, and all other content in the Service and compilation thereof, anywhere in the world, belong to us or our licensors and are valuable trade secrets and confidential information of Knowhere, and are protected by intellectual property laws. Except for your Submitted Content and other content or materials owned by customers, users, or third parties, you acknowledge and agree that Knowhere, and/or its licensors, own all right, title, and interest in and to the Service, including all intellectual property, industrial property, and proprietary rights recognized anywhere in the world at any time, together with any modifications, enhancements, improvements, or derivative works thereof developed by or on behalf of Knowhere, subject to the terms of any applicable Customer Agreement, and that the Service is protected by U.S. and international copyright laws. Further, you acknowledge the Service may contain information that Knowhere has designated as confidential, and you agree not to disclose such information without Knowhere's prior written consent. Nothing posted on the Service grants a license to any Knowhere trademarks, copyrights, or other intellectual property rights, whether by implication, estoppel or otherwise, except for the limited rights expressly granted under these Terms or an applicable Customer Agreement. You should assume that everything you see or read through accessing the Service is proprietary information protected by copyright or trademark unless otherwise noted and may not be used except with the written permission of Knowhere. When accessing the Service, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Service is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property.
The Service may contain links or otherwise enable you to access, connect with, or use third-party websites, applications, products, or services, including third-party calendar, CRM, authentication, communications, or other integrations (collectively, "Third-Party Services"). You acknowledge that we have no control over the Third-Party Sites and are not responsible for their contents, functionality, security, or availability. We do not assume any liability for your use of any of the foregoing, which use you acknowledge and agree shall be at your own risk, except as otherwise expressly provided in an applicable Customer Agreement.
These Third-Party Services are provided to you for convenience only and do not constitute an endorsement or approval by us of the organizations that operate such Third-Party Services or of any content, products, or services made available through them, and we have no association with their operators except as may be necessary to provide an integration or other functionality made available through the Service. Your use of the Third-Party Services will be governed by their terms and conditions and privacy policies (if any) ("Third-Party Terms"). It is your responsibility to read and comply with the Third-Party Terms applicable to any Third-Party Services that you choose, or are authorized by a customer, to access or connect with through the Service.
The Service may include or make available information obtained from customers, users, third-party services, publicly available sources, or other third parties. Knowhere may not independently verify such information and does not guarantee that it is accurate, complete, or current. You are responsible for evaluating such information and for ensuring that your use of it complies with applicable law and any applicable third-party terms.
You agree to indemnify and hold us and our affiliates, and their respective business partners, licensees, licensors, officers, directors, members, employees, and agents (the "Indemnified Parties") harmless from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of or in connection with: (i) your misuse of or unauthorized access to or use of the Service; (ii) your breach or violation of any of these Terms; (iii) your violation of the rights of any third party; or (iv) any Submitted Content that you provide through the Service, including any claim that such Submitted Content violates applicable law or the intellectual property, privacy, publicity, or other rights of a third party. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations. In such event, you shall provide the Indemnified Parties with such cooperation as they may reasonably request.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN AN APPLICABLE CUSTOMER AGREEMENT, WE PROVIDE THE SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE MAKE NO GUARANTEE THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE HAVE NO OBLIGATION TO CORRECT ANY BUGS, DEFECTS OR ERRORS IN THE SERVICE OR TO OTHERWISE SUPPORT, DEVELOP OR MAINTAIN THE SERVICE EXCEPT AS OTHERWISE EXPRESSLY AGREED BY KNOWHERE IN AN APPLICABLE CUSTOMER AGREEMENT.
We also make no promises or guarantees, whether express or implied, that the content provided through the Service, including any reports, summaries, analytics, insights, recommendations, or other content generated or assisted by artificial intelligence or automated functionality, is accurate, complete, or up to date. You are responsible for reviewing and evaluating information and outputs provided through the Service before relying on or using them.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ALL CONDITIONS, WARRANTIES, REPRESENTATIONS AND OTHER TERMS, WHICH MAY APPLY TO THE SERVICE WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES WITH RESPECT TO THE SERVICE AND ALL INFORMATION AND CONTENT PROVIDED THROUGH THE SERVICE, EXCEPT FOR ANY EXPRESS WARRANTIES PROVIDED IN AN APPLICABLE CUSTOMER AGREEMENT.
No information or advice obtained through the Service, or affirmation by us, by words or actions, shall constitute a warranty unless expressly stated as such in an applicable Customer Agreement.
Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you to the extent prohibited by applicable law.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN AN APPLICABLE CUSTOMER AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, LOST DATA, OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE SERVICE OR YOUR INABILITY TO ACCESS OR USE THE SERVICE) ARISING FROM, RELATING TO, OR IN ANY WAY CONNECTED WITH THE USE OR THE PERFORMANCE OF THE SERVICE OR THESE TERMS, WHETHER FRAMED IN CONTRACT, OR TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Except for any remedies expressly available to you under an applicable Customer Agreement, your sole remedy for dissatisfaction with the Service including, without limitation, content provided through the Service, is to stop using the Service. Such limitation shall also apply with respect to damages incurred by reason of services or products received through or advertised in connection with the Service or any links on the Service, as well as by reason of any information or advice received through or advertised in connection with the Service or any links on the Service. Such limitation shall also apply with respect to damages incurred by reason of any content posted by a third-party or conduct of a third-party on the Service.
Except as otherwise expressly provided in an applicable Customer Agreement, to the maximum extent permitted by applicable law, the Indemnified Parties' aggregate liability arising in connection with the Service or under these Terms whether in contract, tort (including negligence) or otherwise, shall not exceed, under any circumstances, the greater of: (i) the total amount, if any, paid directly by you to Knowhere for services purchased through the Service in the preceding 30 days; or (ii) One Hundred Dollars ($100). You agree that any claim or cause of action arising under these Terms or the performance or non-performance of the Service must be brought within one year after such claim or cause of action arises or be forever barred, except to the extent a longer period is required by applicable law or provided under an applicable Customer Agreement.
THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, KNOWHERE'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON KNOWHERE'S GOVERNING LAW PROVISION SET FORTH BELOW.
Subject to any applicable Customer Agreement, we may terminate these Terms and/or suspend or terminate your permission to use the Service immediately, without prior notice or liability, if: (i) you commit any breach of these Terms; (ii) we discontinue the Service or the applicable portion of the Service; (iii) we are prevented from providing the Service for any reason or (iv) the customer through which you have been granted access terminates or suspends your access or its right to use the Service.
Furthermore, subject to any applicable Customer Agreement, we reserve the right to modify, suspend, or discontinue any part of the Service and/or your access to it at any time with or without notice to you: (a) if required by law; (b) due to an event beyond our control; (c) where reasonably necessary to protect the security, integrity, or operation of the Service or its users; or (d) as otherwise permitted under these Terms or an applicable Customer Agreement.
On termination of these Terms for any reason: (x) all rights granted to you under these Terms will cease immediately; (y) you must immediately cease all activities authorized by these Terms (including your use of the Service); and (z) you acknowledge that we may restrict your access to the Service. Any provisions of these Terms that by their nature should survive termination or expiration will survive, including provisions relating to intellectual property, Submitted Content, Feedback, indemnification, disclaimers, limitations of liability, and dispute resolution.
If you wish to contact us in writing, or if any condition in these Terms requires you to give us notice in writing, you can send this to us as indicated in Section 25 (Contact Information) at the bottom of these Terms. If we have to contact you or give you notice in writing, we may do so by email, through the Service, or using any other contact details you provide to us or that are associated with your account. If you access the Service through a customer account, certain communications regarding your access to or use of the Service may instead be provided to the applicable customer or its account administrator.
These Terms and any matter arising out of or relating to these Terms, and any claim, cause of action, controversy, or matter in dispute between you and us, whether sounding in contract, tort, statute, regulation, or otherwise, shall be governed by the internal laws of the State of California in the United States, consistent with the Federal Arbitration Act, without regard to any choice or conflict of laws principles (whether of the State of California or any other jurisdiction). The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from these Terms.
Most user concerns can be resolved quickly and to the user's satisfaction by contacting us at the contact details in the Contact Information section below.
This Section 20 governs Disputes between you individually and Knowhere arising under these Terms and does not govern disputes between Knowhere and a customer arising under an applicable Customer Agreement.
By agreeing to these Terms, you expressly agree to the arbitration of all Disputes. Any controversy, allegation, or claim that arises out of or relates to the Service, these Terms, or your individual access to or use of the Service, whether heretofore or hereafter arising (collectively, a "Dispute"), except for any controversy, allegation or claim that arises out of or relates to our actual or alleged intellectual property rights (an "Excluded Dispute"), shall be finally resolved by arbitration except as otherwise provided in Section 20.6 below. The parties agree to arbitrate solely on an individual basis, and that these Terms do not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitrator or arbitral panel may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, the remaining portions of the arbitration provisions will remain in force.
In the event your concern cannot be resolved informally, you and Knowhere agree that, except as provided in Section 20.6 below, all Disputes, (each a "Claim"), shall be finally and exclusively resolved by binding arbitration, which may be initiated by either party by sending a written notice requesting arbitration to the other party. Any election to arbitrate by one party shall be final and binding on the other. The arbitration will be conducted under the Streamlined Arbitration Rules and Procedures of JAMS that are in effect at the time the arbitration is initiated (the "JAMS Rules") and under the terms set forth in these Terms. In the event of a conflict between the terms set forth in this Section 20 (Dispute Resolution) and the JAMS Rules, the terms in this Section will control and prevail.
Except as otherwise set forth in Section 20.6 below, you may seek any remedies available to you under federal, state, or local laws in an arbitration action. As part of the arbitration, both you and Knowhere will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of the arbitrator's decision regarding the Claim, the award given, and the arbitrator's findings and conclusions on which the arbitrator's decision is based. The determination of whether a Claim is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Except as otherwise provided in these Terms: (i) you and Knowhere may litigate in court to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and (ii) the arbitrator's decision shall be final, binding on all parties and enforceable in any court that has jurisdiction, provided that any award may be challenged if the arbitrator fails to follow applicable law.
IN THE CASE OF ARBITRATION AND WHERE PERMITTED BY LAW, YOU ARE AGREEING TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.
The arbitration will take place in Los Angeles County, California, United States of America, unless the parties agree to video, phone, or internet connection appearances.
You and Knowhere agree that any arbitration shall be limited to the Claim between Knowhere and you individually.
YOU AND KNOWHERE AGREE THAT: (I) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (II) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (III) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER ARBITRATION.
You and Knowhere agree that the following Claims are not subject to the above provisions concerning binding arbitration: (i) any Excluded Dispute; (ii) any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (iii) any claim for equitable relief. In addition to the foregoing, either party may assert an individual action in small claims court for Claims that are within the scope of such court's jurisdiction in lieu of arbitration.
If you initiate arbitration for a Claim, you will need to pay the JAMS arbitration initiation fee. If we initiate arbitration for a Claim, we will pay the costs charged by JAMS for initiating the arbitration. All other fees and costs of the arbitration will be charged pursuant to the JAMS Rules.
You and Knowhere agree that if any portion of this Section is found illegal or unenforceable (except any portion of Section 20.6), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 20.6 is found to be illegal or unenforceable then neither you nor Knowhere will elect to arbitrate any Claim falling within that portion of Section 20.6 found to be illegal or unenforceable and such Claim shall be exclusively decided by a court of competent jurisdiction within Los Angeles County, California, United States of America, and you and Knowhere agree to submit to the personal jurisdiction of that court.
In accordance with California Civil Code §1789.3, California consumers may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd, Ste N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
If you are a consumer residing in New Jersey, the following provisions of these Terms apply to you only to the maximum extent permitted by New Jersey law: Section 15 (Warranty Disclaimer), Section 16 (Limitation of Liability), and the California governing law provision of Section 19 (Governing Law) above. Nothing in these Terms is intended to waive or limit any right or remedy that cannot be waived or limited under applicable New Jersey law.
The rights granted to you under these Terms may not be assigned without Knowhere's prior written consent, and any attempted unauthorized assignment by you shall be null and void. Knowhere may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business.
Except as otherwise provided in Section 20.8, if any part of these Terms is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the Terms shall be given full force and effect.
In the event any litigation or arbitration is brought by either party in connection with these Terms, except as otherwise provided in Section 20.7 or required by applicable law, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys' fees and other expenses incurred by such prevailing party in any legal action or arbitration relating to these Terms.
Our failure to enforce any provision of these Terms shall in no way be construed to be a waiver of such provision, nor in any way affect our right to enforce the same provision at a later time. An express waiver by Knowhere of any provision, condition, or requirement of these Terms shall not be understood as a waiver of your obligation to comply with the same provision, condition, or requirement at a later time.
You acknowledge and agree that Knowhere would be irreparably damaged if you breach or threaten to breach provisions of these Terms relating to Knowhere's intellectual property rights, security of the Service, or unauthorized access to or use of the Service, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to any such breach or threatened breach of these Terms, in addition to such other remedies as we may otherwise have available to us under applicable laws.
These Terms, including together with any additional terms expressly incorporated into these Terms, constitute the entire agreement between you and Knowhere with respect to your individual access to and use of the Service and supersedes any and all prior agreements between you and Knowhere relating to the Service, except that, if you access or use the Service through a customer account governed by a Customer Agreement, the Customer Agreement separately governs the applicable customer's subscription to and use of the Service and will control as provided in these Terms.
We reserve the right, at our sole discretion, to amend these Terms at any time. When we make changes, we will update the effective date at the top of these Terms. If we make material changes, we may provide additional notice through the Service, by email, or by other reasonable means, as required by applicable law. Unless otherwise stated, amended Terms will become effective when posted, and your continued use of the Service after the amended Terms become effective constitutes your acceptance of the amended Terms. If you do not agree to the amended Terms, you must stop using the Service.
We reserve the right at any time and from time-to-time to modify or discontinue, temporarily or permanently, the Service (or any part of it) with or without notice, subject to any applicable Customer Agreement.
If you have any questions or comments relating to the Service or these Terms, please contact us at: hello@goknowhere.com
Cinco AI Inc