Knowella
Legal

Terms & Conditions (Terms of Service)

Last updated October 25, 2026

These Terms & Conditions (“Terms”) govern access to and use of (i) the websites operated by Knowella AI Inc., dba Knowella, a Delaware corporation (“Knowella,” “we,” “us,” or “our”), including www.knowella.com, www.knowlogistics.ai, www.knowrfp.ai, www.knowdoc.ai, www.knowergo.ai, www.knowhealth.ai, and any linked pages (the “Sites”), and (ii) our cloud-based software platform, mobile applications, browser extensions, integrations, agentic‑AI features, and related services (the “Services”). By accessing or using the Sites or Services, you agree to these Terms. If you do not agree, do not use the Sites or Services.

The Services include, without limitation: Ella, our AI control tower, and the AI agents it coordinates; KnowLogistics, KnowRFP, and KnowDoc; KnowLive, which connects to cameras, drones, sensors, and other devices; KnowErgo; our safety, operations, and fleet applications (including KnowSafe, KnowHealth, KnowEnviro, KnowOps, KnowMaintain, KnowTrain, KnowQuality, KnowComply, KnowContractor, and KnowFleet); voice AI, messaging, and computer vision features; TMS, WMS, ERP, and other operational system functionality and integrations; AI credits; and any new products, agents, or features we offer from time to time.

Product names and future Services. The product, agent, and website names in these Terms are examples only. These Terms apply to all current and future Knowella products, AI agents, add-ons, features, applications, and websites, whatever they are called and whether or not they are named here, including renamed, rebranded, or combined versions. Any provision that refers to a named product also applies to any other Service with similar functionality. For example, provisions about KnowLive apply to any Service that connects to cameras, drones, sensors, or other devices, and provisions about Agentic Actions apply to any Service that acts or communicates on your behalf. We may publish additional terms for specific Services, which supplement these Terms.

If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity; in that case, “you” and “your” refer to that entity.

1) Eligibility & Account Registration

  • Age & authority. You must be at least 18 years old and have the legal capacity and authority to accept these Terms.
  • Account. To use certain features, you must create an account and provide accurate, current information. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us immediately of any unauthorized use or security incident at support@knowella.com.
  • Third‑party logins. If you sign in via a third‑party identity provider or connect third‑party tools, you authorize us to receive the information necessary to authenticate, provision, and support your account.
  • Business use. The Sites and Services are intended for business and professional use, not personal, family, or household use.
  • Authorized users. You are responsible for your authorized users, including frontline workers who report through QR codes or similar access, and for their compliance with these Terms.

2) Definitions

  • Customer Data / Your Content: Any content, prompts, files, documents, media, or data that you or your users submit to the Services.
  • Outputs: AI‑generated results returned by the Services in response to inputs or instructions.
  • Service Telemetry: Usage, performance, and diagnostic metadata (e.g., timestamps, feature usage, error codes) not including the substance of Your Content.
  • Order Form: Any online checkout, order page, SoW, or signed document referencing these Terms and specifying plan, term, and pricing.
  • Agentic Actions: Tasks the Services perform on your behalf, such as sending emails, placing or answering calls, sending messages, logging into third-party portals, entering or updating records in third-party systems, booking appointments, tendering loads, negotiating or requesting rates, and requesting, submitting, validating, or settling documents.
  • Third-Party Contacts: Persons outside your organization whom the Services contact or whose information the Services process on your behalf, such as carriers, drivers, dispatchers, suppliers, vendors, contractors, consignees, brokers, and your customers and prospects.
  • Sensor Data: Video, images, audio, and other data captured by cameras, drones, sensors, telematics, IoT, and similar devices connected to the Services.
  • Third-Party Systems: Software, portals, devices, networks, and services not provided by Knowella, including TMS, WMS, ERP, telematics, carrier and appointment portals, video management systems, cameras, drones, and sensors.

3) Privacy; Data Handling

  • Privacy Policy. Our Privacy Policy (available via the Sites) explains how we collect and use Personal Information and is incorporated by reference.
  • Customer Data processing. We process Customer Data only to provide the Services, comply with law, and as otherwise permitted in these Terms and the Privacy Policy.
  • No training on Customer Content. Knowella does not use Customer Data/Your Content to train or fine‑tune foundation models, unless you later execute an express, revocable opt‑in agreement (enterprise only) or the data is first de‑identified and aggregated in accordance with our Privacy Policy.
  • Hosting & subprocessors (multi‑cloud). We operate in U.S. regions on Google Cloud Platform (GCP), Amazon Web Services (AWS), and Microsoft Azure (and may use Canada regions if expressly required by contract). We use vetted subprocessors under written agreements; we will maintain a current list and provide advance notice of material changes.
  • Your role. As between the parties, you control the Personal Information in Customer Data, and Knowella processes it as your service provider or processor. You are responsible for providing all notices and obtaining all consents and authorizations required to collect Personal Information and to let Knowella process it, including for your personnel, Third-Party Contacts, call participants, and individuals captured in Sensor Data.
  • Restricted data. Unless expressly agreed in a signed Order Form, you will not submit to the Services payment card data subject to PCI DSS, export-controlled technical data (ITAR or EAR), classified information, or Controlled Unclassified Information subject to DFARS or CMMC requirements. Knowella has no liability for restricted data submitted in breach of this section.
  • Health information and PHI. You may submit protected health information (PHI) only through KnowHealth or other Services Knowella designates for health information, and only after you and Knowella sign a business associate agreement (BAA). For PHI, the BAA controls if it conflicts with these Terms. You are responsible for patient notices, consents, and authorizations, and for your own obligations under HIPAA and other health privacy laws.

4) License & Acceptable Use

  • Your license. Subject to these Terms, Knowella grants you a non‑exclusive, non‑transferable, revocable right to access and use the Sites and Services during your subscription term (if applicable).
  • Acceptable use. You will not:
    • (a) attempt to reverse engineer or access non‑public areas of the Services;
    • (b) probe, scan, or test vulnerabilities;
    • (c) use the Services for unlawful, infringing, harassing, or harmful purposes;
    • (d) upload malicious code or interfere with any network or user;
    • (e) misrepresent your identity or affiliation;
    • (f) use automated means to scrape content except via published APIs;
    • (g) circumvent rate limits or security;
    • (h) attempt to extract, infer, or recreate model weights, embeddings, or proprietary datasets;
    • (i) use pixels/trackers in ways that disclose identifiable video‑viewing data to third parties without appropriate disclosures/consent (you are responsible for your pixel configurations);
    • (j) violate export control, sanctions, or anti‑corruption laws;
    • (k) use the Services for unlawful surveillance, covert recording, facial recognition, or biometric identification without all legally required notices and consents and a written agreement with Knowella;
    • (l) send unsolicited, deceptive, or unlawful calls, texts, or emails, or otherwise violate telemarketing, anti-spam, or call recording laws;
    • (m) use the Services to make eligibility decisions about individuals for employment, credit, insurance, housing, or similar purposes in a manner that would make Knowella a consumer reporting agency or subject it to similar regulation;
    • (n) use the Services to build a competing product or to benchmark the Services for publication without our written consent.

5) Customer Data; Outputs; IP

  • Customer Data (Your Content). You retain all rights in Your Content. You grant Knowella a worldwide, non‑exclusive, royalty‑free license to host, copy, process, transmit, display, and perform Your Content solely to provide and support the Services and to comply with law.
  • Outputs. As between you and Knowella, you own the Outputs generated for you (subject to these Terms, applicable law, and third‑party rights). You are responsible for evaluating Outputs for accuracy, appropriateness, and legal compliance before relying on them.
  • Service IP. Knowella and its licensors retain all right, title, and interest in and to the Sites, Services, models, algorithms, agents, software, documentation, usage data, and any improvements thereto, including any De‑identified/Aggregated data and Service Telemetry.
  • Feedback. You grant Knowella a perpetual, worldwide, royalty‑free, sublicensable license to use and incorporate any suggestions or feedback without restriction.
  • Templates and programs. Templates, programs, workflows, forms, and configurations that Knowella provides or creates remain Knowella’s property, even when populated with or adapted for your Customer Data. Your Customer Data within them remains yours.

6) AI‑Specific Disclaimers (Human Oversight Required)

  • No professional advice. Outputs may be inaccurate, incomplete, or inappropriate and do not constitute legal, medical, accounting, or professional advice.
  • Human review. You must apply human review commensurate with your risk and regulatory obligations, particularly in safety‑critical or materially consequential contexts.
  • Third‑party models. If enabled, certain features may route requests to third‑party model providers under contracts that prohibit them from using Customer Data for their own model training.
  • Probabilistic results. AI, voice, OCR, and computer vision technologies are probabilistic. They may misread documents, mishear speech, miss or misidentify events, or produce different results for similar inputs. Knowella may change, replace, or remove underlying models and providers at any time.

7) Agentic Actions & Authorization

  • Authorization. By enabling an AI agent or workflow, you authorize Knowella, as your limited agent and solely to carry out your instructions, to perform the Agentic Actions you configure, including communicating with Third-Party Contacts in your name and accessing Third-Party Systems with credentials you provide.
  • Your responsibility. You are responsible for your configurations, instructions, approval settings, business rules, margins, rates, and limits, and for all Agentic Actions performed under them, as if you performed them yourself. You decide which actions require human approval. You are responsible for reviewing activity logs and correcting errors promptly.
  • Credentials and Third-Party Systems. You represent that you have the right to provide each credential and to authorize automated access to each Third-Party System, and that such access does not violate any agreement or terms that apply to you. Knowella is not responsible for Third-Party System availability, changes, errors, access restrictions, or account suspensions.
  • Not a party. Knowella is not a party to any transaction, contract, tender, rate agreement, appointment, or communication between you and any third party, and does not guarantee the conduct, performance, or payment of any third party.

8) Voice AI, Messaging & Communications Compliance

  • Calls, texts, and emails sent or received through the Services are made on your behalf. You are solely responsible for compliance with all laws that apply to them, including the Telephone Consumer Protection Act, the Telemarketing Sales Rule, Do Not Call rules, CAN-SPAM, Canada’s Anti-Spam Legislation, AI disclosure laws, and federal, state, and provincial call recording and consent laws.
  • You will obtain all consents required to contact recipients and to record, transcribe, and analyze communications, and will promptly honor opt-out requests.
  • The Services may identify AI agents as automated and may include recording disclosures. You will not configure the Services to deny being automated when asked or to impersonate a specific real person.

9) KnowLive, Cameras, Drones, Sensors & Hardware

  • Your devices. Cameras, drones, sensors, and other hardware are provided by you or third parties, not Knowella, unless an Order Form says otherwise. Knowella makes no warranty about hardware and is not responsible for hardware failure, connectivity, placement, image quality, power, or network conditions.
  • Notices and consents. You are solely responsible for deciding where devices are placed and what they capture, and for signage, notices, consents, workplace and labor law obligations, collective agreements, privacy and surveillance laws, aviation rules for drones, and biometric privacy laws (including the Illinois Biometric Information Privacy Act and similar laws).
  • No biometrics by default. The Services are not configured to perform facial recognition or create biometric templates by default. Any such feature requires a separate written agreement and your prior compliance with all applicable notice, consent, and retention requirements.

10) Safety, Operational & Regulatory Disclaimers

  • Not a life-safety system. The Services, including KnowLive, KnowSafe, KnowErgo, KnowHealth, KnowFleet, and any alerts or detections, are not life-safety, emergency response, alarm, fire, security monitoring, or medical systems, and are not medical devices. Detections and alerts may be missed, delayed, or wrong. Do not rely on the Services to prevent injury, death, or property damage. In an emergency, call emergency services.
  • Your compliance. You remain solely responsible for workplace health and safety, environmental compliance, fleet and driver compliance, food safety, quality, and all regulatory obligations (including those under OSHA, WorkSafeBC and other provincial regulators, EPA, FMCSA, DOT, FDA, and similar authorities). Using the Services does not satisfy any legal obligation on its own.
  • Ergonomic and health features. Ergonomic scores, wellbeing assessments, and similar Outputs are informational tools, not medical diagnosis, treatment, or professional ergonomic certification.
  • Clinical use. KnowHealth and similar Services support, and do not replace, the professional judgment of licensed healthcare providers. You and your providers are solely responsible for diagnosis, treatment, clinical decisions, clinical documentation, and retaining medical records as required by law. Unless an Order Form expressly says otherwise, the Services are not your electronic health record system of record.
  • Technology provider only. Knowella is a software provider. Knowella is not a motor carrier, freight broker, freight forwarder, NVOCC, customs broker, third-party logistics provider, or shipper; does not arrange transportation for compensation; and never takes possession, custody, or control of goods. Knowella has no responsibility for cargo loss, damage, delay, claims, detention, accessorials, freight charges, or carrier selection or performance.
  • Rates, bids, invoices, and payments. Rates, quotes, proposals, invoice audits, and settlement recommendations produced by the Services (including through KnowRFP and KnowDoc) are tools to support your decisions. You are responsible for every rate, bid, proposal, and payment you submit, approve, or release, and for verifying carriers, vendors, and banking details before paying.
  • Inventory, financial, and records data. You are responsible for maintaining your own system of record and for the accuracy of inventory, accounting, tax, customs, and regulatory records and filings, including any made with data from the Services.
  • Training content. Training, certification, and exam preparation content does not guarantee any exam result, certification, or competence.

11) Your Representations

You represent and warrant that: (a) you have all rights, licenses, notices, and consents needed to provide Customer Data and Sensor Data and to let Knowella process it as described in these Terms and the Privacy Policy; (b) your use of the Services, your configurations, and your instructions comply with applicable law; and (c) you have authority to bind your organization and to authorize the Agentic Actions you enable.

12) Third‑Party Services & Integrations

  • Integrations (e.g., Slack, Teams, Google Workspace, Microsoft 365, Jira, TMS, WMS, ERP, telematics, and video management systems) are optional and governed by third‑party terms. We are not responsible for third‑party products or for how those providers handle data. You may disable integrations at any time.

13) Mobile Apps, Browser Extensions & Installed Software

  • Scope. This section applies to our mobile applications, browser extensions, desktop or edge software, connectors, and any other software you download or install on devices or networks you control, including software that connects KnowLive to cameras, drones, and sensors (“Installed Software”). Installed Software is part of the Services and is licensed, not sold.
  • License. Subject to these Terms, Knowella grants you a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable license to install and use Installed Software on devices you own or control, solely to access the Services during your subscription term and in accordance with our documentation.
  • Restrictions. You will not copy (except for reasonable backup), modify, distribute, sell, rent, lease, or sublicense Installed Software; reverse engineer, decompile, or disassemble it except to the extent applicable law expressly permits despite this restriction; or remove any proprietary notices.
  • Updates. Installed Software may update automatically. You may need to install updates to keep using the Services, and earlier versions may stop working.
  • Device permissions. Installed Software may request access to device features or data, such as the camera, microphone, location, notifications, files, or browser page content. We use these permissions only as described in our Privacy Policy. You may revoke permissions at any time, but some features may stop working.
  • Your environment. You are responsible for the devices, operating systems, networks, firewalls, and connectivity on which Installed Software runs, for confirming compatibility, and for testing and maintaining backups before deployment. Installed Software may require outbound internet connections to the Services.
  • End of use. When your subscription or these Terms end, you will stop using and uninstall Installed Software. Knowella may disable Installed Software remotely when access to the Services ends or as permitted in Section 21.
  • App stores. If you download Installed Software from a third-party app store or marketplace (such as the Apple App Store, Google Play, or the Chrome Web Store), you will also comply with that store’s terms, which govern if they conflict with this section as to that store.
  • Apple-specific terms. For Installed Software obtained from the Apple App Store: (a) these Terms are between you and Knowella only, not Apple, and Knowella, not Apple, is solely responsible for the app and its content; (b) your license is limited to use on Apple-branded products you own or control, as permitted by the App Store usage rules; (c) Apple has no obligation to provide maintenance or support for the app; (d) if the app fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the app, and to the maximum extent permitted by law Apple has no other warranty obligation for the app; (e) Knowella, not Apple, is responsible for addressing any claims relating to the app or your possession or use of it, including product liability claims, claims that the app fails to meet legal or regulatory requirements, and consumer protection or privacy claims; (f) Knowella, not Apple, is responsible for the investigation, defense, settlement, and discharge of any third-party claim that the app or your use of it infringes that third party’s intellectual property rights; (g) you represent that you are not located in a country subject to a U.S. Government embargo or designated as a “terrorist supporting” country, and that you are not on any U.S. Government list of prohibited or restricted parties; (h) you will comply with applicable third-party terms (such as your wireless data service terms) when using the app; and (i) Apple and its subsidiaries are third-party beneficiaries of this section and may enforce it against you. Questions or claims about the app may be sent to Knowella using the contact details in Section 29.
  • Open-source components. Installed Software may include open-source components, as described in Section 19.
  • U.S. Government end users. Installed Software and the Services are “commercial computer software” and “commercial computer software documentation” as defined in FAR 12.212 and DFARS 227.7202, and are licensed to U.S. Government end users only as commercial items with the rights granted to all other users under these Terms.

14) Trials, Beta Features, and Free Tiers

  • We may offer trials, pilots, previews, labs, or beta features (“Beta”). Beta is provided AS IS, may be modified or discontinued at any time, and may be subject to additional terms. Beta is excluded from uptime/SLA commitments (if any).
  • Free trials and free tiers may be limited, changed, or ended at any time, and Customer Data in them may be deleted when they end.

15) Security

  • We maintain administrative, technical, and physical safeguards appropriate to the nature of data processed, including encryption in transit/at rest, RBAC with least‑privilege, MFA for privileged access, logging/monitoring, vulnerability management, backups/DR, secure SDLC, and multi‑cloud environment isolation (GCP, AWS, Azure).
  • Incident notice. If we confirm a security incident affecting your Personal Information or Customer Data, we will notify you within 72 hours (or sooner if required) and cooperate on remediation.
  • No certification claims. Unless expressly stated in an Order Form signed by Knowella, Knowella does not represent that it holds any certification, attestation, or authorization (including SOC 2, ISO 27001, PCI DSS, HITRUST, FedRAMP, or CMMC), or that the Services comply with any specific law or framework, including the GDPR. Where Knowella signs a BAA, its obligations for PHI are those set out in that agreement and applicable law. Descriptions of our security practices, on the Sites or elsewhere, are general descriptions and not warranties. No system is completely secure.
  • Your security. You are responsible for securing your accounts, devices, networks, credentials you provide, and Third-Party Systems you connect.

16) Export Control & Sanctions; Anti‑Corruption

  • You represent and warrant that you are not located in, under the control of, or a national/resident of any embargoed or restricted jurisdiction and are not a denied/restricted party.
  • You will not use the Services to support prohibited end‑uses (e.g., proliferation, military‑intelligence in restricted jurisdictions) or to export or re‑export controlled software, technology, or AI model artifacts in violation of U.S. law.
  • You will comply with applicable anti‑corruption laws and will not offer or accept unlawful bribes, kickbacks, or other improper payments.

17) Fees & Payment (if applicable)

  • If you purchase a paid plan, you agree to pay the fees stated in the Order Form or online checkout. Fees are non‑cancellable and non‑refundable unless otherwise stated in writing. You authorize us (or our processor) to charge all amounts due using your selected payment method.
  • Taxes. Fees are exclusive of taxes; you are responsible for applicable taxes, excluding taxes on Knowella’s income.
  • Usage-based fees. AI credits and other usage-based fees are consumed as the Services are used, including by Agentic Actions you configure, and are non-refundable. Unused credits may expire as stated in the Order Form. Third-party charges you incur (such as telephony, carrier, or portal fees) are your responsibility unless the Order Form says otherwise.
  • Late payment and price changes. We may suspend the Services for overdue amounts after notice. We may change prices at renewal with reasonable advance notice.

18) Confidentiality

  • “Confidential Information” means information disclosed by one party to the other that is marked or reasonably understood to be confidential, including Customer Data, business plans, security information, and non‑public product details.
  • Each party will protect the other’s Confidential Information using at least the same degree of care it uses for its own confidential information, not less than reasonable care, and will use it only to perform under these Terms.
  • Exclusions: information that is or becomes public without breach; independently developed without use of the other’s info; or rightfully received from a third party without confidentiality obligations.
  • If required by law to disclose, the receiving party will provide prompt notice (where legally permitted) and cooperate to seek protective treatment.

19) Open‑Source & Third‑Party Components

The Services may include open‑source or third‑party components subject to their own licenses. To the extent there is a direct conflict, those licenses control with respect to the applicable components.

20) Modifications to the Services or Terms

  • We may update the Services, including adding/removing features, and modify these Terms to reflect changes in law, security, or product capabilities.
  • For material changes, we will provide reasonable notice (e.g., in‑product, email, or posting). If you continue using the Services after the effective date, you accept the changes. If you do not agree, you must stop using the Services.

21) Suspension or Termination

  • We may suspend or terminate access (in whole or in part) immediately if: (a) you breach these Terms or applicable law; (b) your use risks harm to the Services, other users, or our infrastructure; (c) required by law; or (d) for non‑payment (if applicable).
  • Upon termination, your rights under these Terms cease. Sections that by their nature should survive (e.g., IP ownership, confidentiality, disclaimers, limitations, governing law, and export) will survive.
  • Data after termination. You may export Customer Data during your subscription term. After termination or expiration, Knowella has no obligation to retain Customer Data and may delete it after thirty (30) days, except as required by law.
  • We may pause any AI agent or Agentic Action at any time if we believe it may cause harm, violate law or these Terms, or create risk to Knowella or others.

22) Disclaimers

THE SITES AND SERVICES (INCLUDING BETA) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, KNOWELLA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND ERROR‑FREE OR UNINTERRUPTED OPERATION. WE DO NOT WARRANT THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

KNOWELLA DOES NOT WARRANT ANY PARTICULAR RESULT, SAVINGS, RETURN ON INVESTMENT, INCIDENT REDUCTION, OR BUSINESS OUTCOME. RESULTS, METRICS, AND CASE STUDIES PUBLISHED ON THE SITES OR IN MARKETING MATERIALS ARE ILLUSTRATIVE ONLY. KNOWELLA DOES NOT WARRANT HARDWARE, THIRD-PARTY SYSTEMS, THIRD-PARTY AI MODELS, OR THE CONDUCT OF ANY THIRD-PARTY CONTACT.

23) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • No indirect damages. IN NO EVENT WILL KNOWELLA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
  • Cap. KNOWELLA’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SITES, OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO KNOWELLA FOR THE SERVICES (IF ANY) FOR (i) THE CALENDAR MONTH IN WHICH THE EVENT GIVING RISE TO LIABILITY OCCURRED AND (ii) THE IMMEDIATELY PRECEDING CALENDAR MONTH. IF YOU ACCESS THE SERVICES WITHOUT CHARGE, OUR LIABILITY IS LIMITED TO $100.
  • Excluded losses. KNOWELLA WILL NOT BE LIABLE FOR LOSSES ARISING FROM: AGENTIC ACTIONS PERFORMED UNDER YOUR INSTRUCTIONS, CONFIGURATIONS, OR APPROVALS; RATES, BIDS, PAYMENTS, OR DECISIONS YOU MAKE USING OUTPUTS; CARGO LOSS, DAMAGE, OR DELAY; WORKPLACE INJURY, ILLNESS, OR PROPERTY DAMAGE; MISSED OR INCORRECT DETECTIONS OR ALERTS; HARDWARE OR THIRD-PARTY SYSTEMS; OR THE ACTS OR OMISSIONS OF THIRD-PARTY CONTACTS OR THIRD-PARTY PROVIDERS.
  • Time to bring claims. ANY CLAIM AGAINST KNOWELLA MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER IT ARISES, OR IT IS PERMANENTLY BARRED, TO THE EXTENT PERMITTED BY LAW.
  • Basis of the bargain. These limitations allocate risk and are an essential basis of our agreement.

24) Indemnification by You

You will defend, indemnify, and hold harmless Knowella and its officers, directors, employees, and agents from and against any third‑party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Your Content; (b) your use of the Sites or Services in breach of these Terms or law; (c) your configurations or use of pixels/trackers (including VPPA or similar claims); (d) your violation of third‑party rights; (e) your export‑control, sanctions, or anti‑corruption violations; (f) Agentic Actions performed under your instructions, configurations, or approvals; (g) calls, messages, recordings, and other communications made on your behalf, including claims under telemarketing, anti-spam, and call recording laws; (h) your deployment of cameras, drones, sensors, or other devices, including privacy, surveillance, biometric, and labor claims; (i) your failure to provide required notices or obtain required consents for Personal Information; (j) your transactions or disputes with Third-Party Contacts, including carriers, vendors, and your customers; or (k) health information you submit without required patient notices, consents, or authorizations, or without a BAA in place.

25) DMCA/Copyright; Takedowns

If you believe content infringes your copyright, notify us at support@knowella.com with sufficient detail to identify the work and the allegedly infringing material. We may remove content and, in appropriate circumstances, terminate repeat infringers.

26) Governing Law; Venue; Waivers

These Terms are governed by the laws of the State of Delaware, without regard to conflicts of law rules. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Delaware, and waive any objection to inconvenient forum. JURY TRIAL WAIVER. EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL TO THE EXTENT PERMITTED BY LAW.

CLASS ACTION WAIVER. TO THE EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

27) Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control (e.g., acts of God, labor disputes, internet failures, cyberattacks, power outages, governmental actions, or failures of third-party cloud, AI model, telephony, or carrier systems), provided the affected party uses reasonable efforts to mitigate and resume performance.

28) Miscellaneous

  • Entire agreement. These Terms (and any Order Form or policies referenced) constitute the entire agreement and supersede prior discussions.
  • Order of precedence. If a signed Order Form or master agreement conflicts with these Terms, the signed document controls for that conflict.
  • Assignment. You may not assign or transfer these Terms without our prior written consent; any attempted assignment is void. We may assign to an affiliate or in connection with a reorganization, merger, or sale.
  • Severability; waiver. If any provision is found unenforceable, the remainder remains in effect. A failure to enforce any provision is not a waiver.
  • Relationship. The parties are independent contractors. Except for the limited authority described in Section 7, nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
  • Electronic communications. You consent to receive notices, agreements, and other communications electronically.
  • Notices. We may provide notices via the Services, email, or your account contact. You will send legal notices to the address below and email a copy to support@knowella.com with subject “Legal Notice”.

29) Contact

Knowella AI Inc. (dba Knowella)
Attn: Legal / Terms
300 Delaware Avenue
Suite 210 #206
Wilmington, DE
Email: support@knowella.com