KNURLD SERVICE AGREEMENT

 

Posted: December 08, 2015

 

The Knurld Service Agreement (“Service Agreement”) governs your use of the Knurld speaker verification and recognition services (the “Knurld Services”).  This Agreement is between The Intellisis Corporation d.b.a. Knurld (“Knurld”) and you (as defined below).  If you do not accept the terms of this Service Agreement, then you may not use the Knurld Services.

 

1. Parties.  If the person registering for the Knurld Services is registering as an individual, then that person as an individual is a party to this Service Agreement (“you”).  If the person registering for the Knurld Services is registering on behalf of an entity (“Registering Entity”), then that Registering Entity is a party to this Service Agreement (“you”), and this Service Agreement applies to the Registering Entity and any Affiliates of the Registering Entity.  An Affiliate is any corporate entity which controls, is controlled by, or under common control of the Registering Entity.  The person registering on behalf of the Registering Entity represents and warrants that the person is authorized to enter into contracts on behalf of the Registering Entity.  If the person registering on behalf of the Registering Entity is not authorized to enter into contracts on behalf of the Registering Entity, the Registering Entity is a party to this Service Agreement by virtue of using authentication credentials or passwords for the Knurld Services.

 

2. Knurld Services.  The Knurld Services provide an application programming interface (API) to allow you to use the Knurld Services with your own products and services (“Your Products”). Knurld may update, modify or discontinue the Knurld Services at any time, and the Knurld Services may not be available in all countries.  Knurld may restrict your use of the Knurld Services.  If your use of the Knurld Services exceeds usage thresholds, you may be subject to additional terms to continue using the Knurld Services.

 

3. Registration.  Before using the Knurld Services, you must register at the Knurld Developer Portal.  When registering, you must provide accurate information, including but not limited to your name, address, phone number, and email address.  You must keep all of your contact information up to date, and if you fail to keep your contact information up to date, you are solely responsible for any consequences of not receiving communications from Knurld, including but not limited to modifications of this Service Agreement. You may not share any authentication credentials or passwords for the Knurld Services with any third party.  Knurld may use and you hereby give Knurld the right to use your name and logo in our marketing materials to identify you as a user of the Knurld Services. 

 

4. Integration with Your Products.  You may integrate the Knurld Services into Your Products, provided that you comply with the provisions of this section.

 

You must inform your end users of Knurld’s Terms of Use (available at http://www.knurld.io/terms-of-use or at another location that Knurld provides to you), and require each end user to actively agree to be bound by the Terms of Use (e.g., by checking a box) before using the Knurld Services with that end user. Within 30 days of receiving notice from Knurld of an update to Knurld’s Terms of Use, Your Products must be configured to inform end users of the update to the Terms of Use and require each end user to actively agree to be bound by the updated Terms of Use before continuing to use the Knurld Services with that end user.

 

You must inform your end users that you are sending information you collect from them (“User Data”) to Knurld.  Your Products must provide end users with a visual or audio indication that indicates both the beginning and end of the recording of audio data that will be used with the Knurld Services.

 

You must inform your end users that they are able to submit a request to have their User Data deleted, provide an interface to allow end users to submit such requests, and in response to a request from an end user, promptly use the Knurld Services API to delete that end user’s User Data.

 

Your Products must prevent end users from accessing your Knurld Services authentication credentials.

 

You must have a legally adequate privacy policy, inform your end users of your privacy policy, and comply with your privacy policy and any other laws or regulations relating to the collection and use of personal information.

 

You may not use the Knurld Services in your products in any manner where the use or failure of the Knurld Services could lead to death, injury, or property damage.

 

Your Products may not (i) include or promote or pornography or sexually explicit or obscene materials; (ii) include harassing, discriminatory, libelous or defamatory materials; (iii) promote violence, hatred or discrimination; (iv) relate to or promote illegal activities; (v) infringe or promote the infringement of any intellectual property (including but not limited to copyrights); (vi) relate to gambling, lotteries, raffles, or odds-making; (vii) execute or distribute any virus, spyware, adware, malware, or other harmful software; or (viii) be promoted or directed to children under the age of 13 or allow children under the age of 13 to access the Knurld Services.

 

Any materials relating to Your Products (including but not limited to packaging, user interfaces, and marketing) must not suggest that Knurld is the manufacturer of Your Products or that Knurld endorses Your Products.  You must identify yourself as the manufacturer of Your Products.  You may not use Knurld trademarks and logos except as authorized in writing on the Knurld Developer Portal, which may be updated from time to time at our discretion.

 

5. Indemnification.  You will defend, indemnify, and hold harmless Knurld, and our employees, officers, directors, contractors and assigns against all claims, damages, losses, liabilities, and expenses arising out of or relating to any claim concerning your use of the Knurld Service, your breach of the Knurld Service Agreement, or Your Products (a “Claim”). You will not consent to the entry of a judgment or settle a Claim without the prior written consent of Knurld.  You will use counsel reasonably satisfactory to Knurld to defend any Claim.  If Knurld reasonably determines that a Claim might adversely affect it, Knurld may take control of the defense at its expense (and without limiting your indemnification obligations).  You will pay all costs, reasonable attorneys' fees and any settlement amounts or damages awarded against Knurld in connection with any Claim. You will also be liable to Knurld for any costs and attorneys’ fees Knurld incurs to successfully establish or enforce its right to indemnification under this Section.

 

6. Limitations and Restrictions.  Your use of the Knurld Services is subject to the following limitations and restrictions. 

 

When using the Knurld Services, you may send data to or receive data from the Knurld Services (“Knurld Data”).  You must comply with the Knurld Privacy Policy for all data that you receive from Knurld.  You may not use or allow others to use the Knurld Data to create a product or service that competes with the Knurld Services. 

 

You will not assert, authorize, encourage or participate in any patent infringement claim against Knurld with respect to the Knurld Services.  You will not disparage Knurld or any of Knurld’s products or services.

 

You may not do the following: (a) reverse engineer or attempt to obtain any source code of the Knurld Services; (b) take any actions that impair or interfere with the performance of the Knurld Services; or (c) resell, lease, rent, transfer, sublicense, or otherwise transfer access to the Knurld Services.

 

Knurld Services software is classified as Export Control Classification Number (“ECCN”) 3D980, and requires domestic and foreign users and service providers to comply with all relevant U.S. export control laws for the use of the Knurld Services.

 

7. Reservation of Rights; Suggestions.  Knurld reserves all right, title and interest (including all intellectual property and proprietary rights) in and to the Knurld Services.  If you provide suggestions, ideas, or other feedback to us about the Knurld Services, Knurld will be free to exercise all rights in such feedback without restriction and without compensating you.  Any and all data submitted to the Knurld Services in connection with your development, testing and use of Your Products, may be used by Knurld for any purposes.

 

8. Modifications; Survival.  Knurld may modify this Service Agreement at any time.  Any modifications will be effective upon the posting of a modified Service Agreement on the Knurld Developer Portal, and you are responsible for reviewing the modified Service Agreement.  IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS SERVICE AGREEMENT AND STOP USING THE KNURLD SERVICES.  YOUR CONTINUED USE OF THE KNURLD SERVICES FOLLOWING POSTING OF A MODIFIED SERVICE AGREEMENT CONSTITUTES YOUR BINDING ACCEPTANCE OF THE MODIFICATIONS.  Upon termination of this Service Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 5-11 and any other provisions that, by their nature, are intended to survive, will survive the termination of this Service Agreement.

 

9. Disclaimers and Limitation of Liability.  THE KNURLD SERVICES ARE PROVIDED ON AN “AS IS” BASIS TO THE FULLEST EXTENT PERMITTED BY LAW. KNURLD SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.  TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH ANY LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

 

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL KNURLD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS SERVICE AGREEMENT OR THE KNURLD SERVICES, EVEN IF KNURLD HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THOSE DAMAGES.

 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, KNURLD WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY SERVICES, PRODUCTS, PURCHASES, OR TRANSACTIONS ENTERED INTO USING THE KNURLD SERVICES.

 

KNURLD’S AGGREGATE LIABILITY ARISING WITH RESPECT TO KNURLD SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL AMOUNTS PAID BY YOU TO KNURLD UNDER THIS SERVICE AGREEMENT OVER THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

 

10. Arbitration and Class Action Waiver.  This section applies only to individuals who are residents of the United States and to businesses. 

 

Except as set forth in this section, both you and Knurld agree that any dispute or claim arising out of your use of the Knurld Services or a breach of this Service Agreement will be resolved by binding arbitration rather than in court.  The binding arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules with a single arbitrator.  Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 

 

Both you and Knurld also agree that any arbitration proceedings will be conducted only on an individual basis.  Neither you nor Knurld will participate as a class representative or class member in any class arbitration, or any consolidation of individual arbitrations. You may opt-out of this agreement to arbitrate by sending an email to [email protected] within 30 days of your first use of the Knurld Services with your name and address and an explicit statement that you wish to opt out of arbitration in the Knurld Service Agreement.

 

If, for any reason, a claim proceeds in court rather than in arbitration, then (i) you and Knurld waive any right to a jury trial, (ii) Neither you nor Knurld will participate as a class representative or class member in any class action litigation, and (iii) you agree to the exclusive jurisdiction of the state courts in San Mateo County, California or federal courts in the Northern District of California to resolve your claim.

 

Notwithstanding the above, either you or Knurld may assert claims in the following manner: (i) either you or Knurld may assert claims, if they qualify, in small claims court in any United States county where you live or work or in San Mateo county in California; (ii) Knurld may bring a lawsuit solely for injunctive relief to stop unauthorized use of the Knurld Services in any court, or (iii) either you or Knurld may bring a lawsuit to enjoin infringement or other misuse of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) in any court. 

 

11. Law.  This Service Agreement will be governed by the laws of the state of California, without reference to rules governing choice of laws or the U.N. convention on contracts for the international sale of goods.

 

12. Termination.  Knurld may terminate your right to use the Knurld Services at any time and for any reason, including but not limited to a violation of this Service Agreement.  You may terminate this Service Agreement at any time and stop using the Knurld Services. 

 

13. Miscellaneous.  If any provision of this Service Agreement is held invalid by a court, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Service Agreement will remain in full force and effect. You shall be responsible for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) if any, that are imposed upon or with respect to your use of the Knurld Services. You may not assign this Service Agreement, by operation of law or otherwise, without Knurld’s express prior written approval.  Subject to that restriction, this Service Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.  Knurld’s failure to enforce your strict performance of any provision of this Service Agreement will not constitute a waiver of Knurld’s right to subsequently enforce such provision or any other provision of this Service Agreement.  You and Knurld are independent contractors, and nothing in this Service Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Knurld.  This Service Agreement constitutes the entire agreement between the parties with respect to its subject matter, supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter. Any notice or other communication to be given hereunder will be in writing and given (i) by Knurld via email or a posting in the Knurld Developer Portal or (ii) by you to [email protected]