Terms and Conditions of Use
Welcome to www.knowella.com (the “Site”), a web site operated by Knowella AI Inc. (“Knowella”, “we” or “us”). These Terms and Conditions of Use (these “Terms”), as updated by Knowella from time to time, govern your use of the Site. You should carefully read these Terms and Conditions before using the Site. By using the Site, you are indicating that (a) you are at least nineteen (19) years old, (b) you have the legal authority to accept these Terms, and (b) you accept and agree to be bound by these Terms and all applicable laws and regulations.
These Terms constitute a legally binding agreement. If you do not agree with these Terms, you may not use the Site (which includes any materials, content or services made available through the Site).
In addition to any terms or conditions regarding your use of this Site in these Terms, we may require you to agree to additional terms for particular services, products or areas of this Site from time to time. Any such additional terms that you agree to are deemed to be incorporated into these Terms.
You must not register or access an Account on behalf of any individual other than yourself, except for legal entities that are not individuals (such as companies, partnerships, or societies), in which case you may not register or access an Account on behalf of that entity unless you are duly authorized to do act for that entity.
To ensure that your Account is accurate, we require that you (i) provide true, current and complete Account information as requested by us or our agents from time to time, and (ii) promptly notify us of any changes to your Account information.
We will assume that any activity on your Account or use of your Account credentials is authorized and directed by you. You will be legally responsible for all activities that occur on your Account, even if the activity is done without your permission. We have no obligation to investigate the authorization or source of any access or use of this Site that purports to be you, such as activity through your Account.
If your Account is linked to a third party service, like a payment processor, we may update your information with the information provided through that third party service. We are not responsible for that third party information and it will be governed by your agreement with them.
a) Our License to You
Subject to these Terms, we grant you a personal, non-exclusive, non-transferable, and limited license to access and use this Site for transitory, non-commercial purposes, provided that with respect to any materials obtained from this Site, you may not do any of the following without our prior written consent:
- modify, copy, reproduce or create derivative works of such materials (except as explicitly provided in connection with those materials through this Site);
- use the materials for any commercial purpose;
- distribute, sell or transmit the materials;
- publicly display, publish or perform the materials (for any purpose, commercial or non-commercial);
- attempt to decompile or reverse engineer any software or database contained in or access through this Site; or
- remove any copyright or other proprietary notations.
All rights not expressly granted to you are reserved by us and, if applicable, our licensors.
b) Permitted Uses
You may only access and use the Site in accordance with the license granted to you under 4)a). For clarity, you are permitted to provide links to this Site through email, social media, or other similar methods, but you must ensure that such methods do not (i) involve framing or embedding of any portion of this Site within another website or service, (ii) imply any affiliation between you and us, or you and this Site, (iii) portray us or this Site in in a false, misleading, derogatory or otherwise defamatory manner, or (iv) use this Site in a commercial context.
Without limiting anything else contained in these Terms, you must ensure that (i) you only use this Site for lawful purposes, and (ii) if at any time you become aware of any violation of these Terms, by any person or entity under your control, you will immediately notify us and provide us with assistance, as requested, to stop or remedy such violation.
This Site is intended solely for users who are of the legal age of majority and who reside in a jurisdiction where the content of this Site is legally permissible. Any use of this Site by anyone who does not meet those criteria is unauthorized, unlicensed, and will be deemed in violation of these Terms.
In our sole discretion, with or without notice to you, we may take actions to protect against such violations, including terminating your Account, deleting or blocking content, or otherwise prohibiting you from using this Site. Regardless of whether we take action, it does not in any way waive any other legal right or remedy we may have against you.
c) Prohibited Uses
Without limiting anything else contained in these Terms, you must not, in connection with this Site, directly or indirectly post, upload, reproduce, facilitate, distribute or otherwise transmit any materials or content or take any action that:
- violates any applicable law, statute, order or regulation;
- gives rise to civil liability;
- is obscene, hateful, inappropriate or objectionable, even if the material or its dissemination is lawful;
- constitutes defamation, harassment, stalking or abuse or abuse of any conduct that violates the legal rights of others;
- advocates or encourages violence, abuse, hate or discrimination against a person or group based on age, creed, sex, sexual orientation, gender, family status, marital status, disability, race, ancestry, place or origin, ethnic origin, citizenship, colour, record of offence or association with a person identified by one of these grounds;
- constitutes unauthorized or unsolicited communications or other “spam”;
- infringes, violates, or misappropriates the personal rights or intellectual property rights of us or any third party;
- obtains unauthorized access to, or interferes by any means with, any user, system, network, service or account, including evasion of filters or violation of the security or integrity of any network or system;
- harvests, scrapes, or uses any robot, spider, crawler, script or other automated means not provided by us to access this Site or to extract data, collect information or otherwise interact with this Site;
- distributes computer viruses, malware, cancelbots, Trojan horses, worms or other harmful or disruptive content of any kind to this Site, regardless of intent; or
- harvests, scrapes, extracts, collects, or stores personal information about others without their express consent.
a) Our Content
In these Terms, “Content” means all materials and content available on or through this Site. This includes designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work. Except where expressly stated otherwise, all right, title and interest in and to this Site and all Content that you did not provide yourself (collectively, “Our Content”) fully belong to us.
Our Content is protected by applicable copyright, trademark, patent, trade secret or other proprietary rights or intellectual property laws and is licensed subject fully to these Terms. You may not use, export or re-export Our Content or any copy or adaptation thereof in violation of any applicable laws or regulations, including export laws and regulations of Canada in force from time to time.
b) Your Content
While we have the right to use Your Content, we have no obligation to monitor Your Content regardless of any context or disclaimers you provide in connection with Your Content. If you make Your Content available in any way through this Site, we deem that to mean that you:
- give us a royalty-free, worldwide, fully paid-up, non-exclusive, irrevocable, and perpetual license (a “Full License”) to use, copy, distribute, transmit, display, edit, modify, delete, publish and translate (“Use”) Your Content to the extent we reasonably determine it is necessary for us to provide this Site as it may exist in any medium from time to time;
- give us a Full License to Use Your Content in order to ensure adherence to, or enforce, these Terms, or to comply with any applicable law;
- confirm, represent and warrant to us that you have all right, title and interest, as well as the power and authority necessary, to grant a Full License for us to Use Your Content as set out above; and
- agree to indemnify us from any actions, proceedings, claims, liabilities, damages and reasonable expenses (including legal expenses) relating to, or arising from, Your Content, including instances where Your Content (A) infringes any intellectual property rights, or (B) is deemed inappropriate, profane, defamatory, infringing, obscene or unlawful.
You are exclusively responsible for determining the accuracy, suitability, harmfulness or legality of Your Content, even if you did not create it. If you cannot provide Your Content in accordance with these Terms, please do not make available any Your Content to us.
If we receive a complaint relating to your use of this Site, including as it relates to Your Content or your use of Third Party Content, we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, and censor, alter or remove Your Content, or take any other action that is permitted by applicable law or these Terms. Nothing we do (or fail to do) waives or limits any rights or remedies that we have.
c) Third Party Content
This Site may link to or otherwise make available Content from third parties (collectively, “Third Party Content”). That Third Party Content is governed by terms and conditions of applicable third parties. Nothing in your use of this Site grants you any right, title or interest in, or ownership over any Third Party Content.
This Site and all Content are owned and copyrighted by us and our licensors, and are licensed to you in accordance with these Terms only. In particular, the trademarks, logos, and service marks displayed on or through this Site, whether registered or unregistered, are the property of us, our licensors or other third parties. You are not permitted to use such trademarks, logos and service marks for any purpose without our prior, written consent.
Except as expressly indicated on this Site, no endorsement, sponsorship, affiliation or other authorization is implied by any use of third party trademarks.
We have adopted a policy of terminating, at our sole discretion, the Accounts of users who are deemed to be infringers or repeat infringers of our intellectual property rights or the intellectual property rights of any third party.
We may, in our sole discretion, suspend, restrict or terminate your use of this Site, including your Account and Your Content, effective at any time, without notice to you. This includes, but is not limited to, situations where (i) the operation or efficiency of this Site or our or any third party’s equipment or network is impaired by your use of this Site, (ii) we receive a third party complaint relating to your use or misuse of this Site, or (iii) you have been or are in breach of any term or condition of these Terms.
You acknowledge and agree that our termination, curtailment, or suspension of this Site for any reason may result in restricting, disrupting or suspending your or a third party’s access to your Account and Your Content. We will not be held responsible nor liable for any claims of loss resulting from restrictions, disruptions or suspensions. By using this Site, you agree to release us from those claims. If your use of this Site is suspended or restricted, we have no obligation to forward any of Your Content to you or any third party unless required by applicable law.
THE USE OF THE SITE IS SOLELY AT YOUR OWN RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. KNOWELLA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. KNOWELLA EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR THE ACTIONS OF ANY USER OF THE SITE. KNOWELLA MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED BY USE OF THE SITE WILL BE ACCURATE OR RELIABLE. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DEFECT IN OR DISSATISFACTION WITH THE SITE IS TO CEASE TO USE THE SITE.
b) Exclusions and Limitations of Liability
NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR CONTROLLING PARTIES, AGENTS, EMPLOYEES, SUPPLIERS, LICENSORS, RESELLERS OR DISTRIBUTORS (WHEN WE REFER TO “WE” OR “US” IN THIS SECTION, WE MEAN US AND ALL OF THESE PEOPLE) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY OTHER EXPENSES, DAMAGES OR LOSSES WHATSOEVER, INCLUDING (WHETHER DIRECT OR INDIRECT) DAMAGES FOR LOSS OF PROFITS, GOODWILL, OPPORTUNITY, EARNINGS, USE OR DATA, ARISING FROM OR RELATED TO THESE TERMS, THIS SITE, OR ANY CONTENT IN CONNECTION THEREWITH, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF ONE OR MORE OF US HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, OR IF SUCH DAMAGES OR LOSSES WOULD BE REASONABLY FORESEEABLE. IT IS IMPOSSIBLE TO FULLY LIST THE EXTENT OF THIS LIMIT OF LIABILITY, BUT, TO BE CLEAR, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE HAVE NO LIABILITY WHATSOEVER TO YOU FOR ANY OTHER EXPENSES, DAMAGES OR LOSSES.
Some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability, such as those set out in this section 8). To the extent that any disclaimers, exclusions and limitations in these Terms are prohibited by law, such disclaimers, exclusions and limitations will only apply to the extent necessary to make these Terms consistent with such prohibitions.
d) Indemnity by you
We provide this Site on the basis of these Terms. By using this Site, you agree to indemnify us, and disclaim our responsibility for, any actions, proceedings, claims, liabilities, damages and reasonable expenses (including legal expenses) relating to or arising from (i) access or use, by you or permitted by you, of the this Site or your Account, or (ii) any of your acts or omissions, including breach or non-performance of these Terms and any violation of any third party rights.
The Site may include links to other third party websites. You acknowledge and agree that such links are provided for your convenience and do not reflect any endorsement or verification by Knowella with respect to the provider of such linked site. Knowella makes no representations or warranties with respect to any linked site. Your use of any linked site is solely at your own risk.
These Terms and the rights of the parties hereto are governed by, and construed and interpreted in accordance with, the laws of [British Columbia] and the laws of Canada applicable therein. You hereby irrevocably submit to the exclusive jurisdiction of the courts in [Vancouver, British Columbia] in connection with matter arising out of or in connection with these Terms.
Knowella may change the Site and/or these Terms from time-to-time. Knowella reserves the right to add to or change the Site or cease offering the Site at any time and without liability to you. Knowella also reserves the right to refuse to offer access to the Site and/or Content to anyone at anytime without notice.
If we make amend these Terms, we will ensure that the latest version of these Terms are published on, or linked through, the Site. You are responsible for regularly reviewing this Site to obtain timely notice of any additional terms that may apply. If any amendment is unacceptable to you, you may terminate your agreement to these Terms by ceasing your use of this Site. This includes closing any Accounts you may have with us. If you continue to use this Site after the effective date of an amendment, you will be deemed to have accepted the amended version of these Terms.
(a) These Terms, as amended, including any and all documents, websites, rules, terms and policies referenced herein, constitute the entire agreement between you and Knowella with respect to the matters referred to in these Terms and supersede all prior agreements, negotiations, discussions, undertakings, representations, warranties and understandings whether electronic, oral or written, between you and Knowella with respect to such matters. (b) There is no agency, partnership or joint venture relationship between any user and Knowella arising solely through the use of the Site. (c) You may not assign these Terms or any of your rights or obligations under them without our prior written consent. These Terms are binding upon your successors, permitted assigns, heirs and executors. (d) If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. (e) The failure of Knowella to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or condition. (f) Any claim or cause of action arising out of or related to the Site or these Terms must be filed within one year after such claim or cause of action arose. (g) The section titles of these Terms are merely for convenience and will not have any effect on the substantive meaning of these Terms.