Term and Conditions

PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND ACCESSING, USING, OR REGISTERING FOR THE KNOCK-AI WEBSITE, NEWSLETTER, OR SERVICES. THESE WEBSITE TERMS AND CONDITIONS (“TERMS”) ARE A LEGALLY BINDING AGREEMENT BETWEEN KNOCK CONNECTION INC. OR ANY OF ITS AFFILIATES (“COMPANY”, “KNOCK-AI”, “WE”, “US” OR “OUR”), AND YOU, A VISITOR OF OUR WEBSITE OR YOUR COMPANY (“CUSTOMER” (COLLECTIVELY REFERRED TO AS THE “PARTIES”.

Knock will provide the Services, and you may access and use the Services, in accordance with this Agreement. If you order the Services through an online registration page or an order form (each an “Order Form”), the Order Form may contain additional terms and conditions and information regarding the Services you are ordering.

The Service.

Subject to the Terms, Knock agrees to license the Customer access to its proprietary online system, which enables Customer to establish a direct communication channel (Text, audio and/or video) between Customer and other third party(ies), provided that each party to such communication maintains valid access to a Supported Platform (as defined below) (the “Service”), such Service is accessible on a ‘Software as a Service’ basis, and any feature, functionality, data, and content therein.
Customer wishes to use and access the Service for Customer’s internal business uses and operations.
The use of the Service is contingent upon the lawful access to, and use of, a Supported Platform. The list of Supported Platforms is set forth in Schedule A to these Terms. Knock reserves the right to add and/or to remove any Supported Platform from time to time and with immediate effect, provided, however, that if Knock decides to remove a Supported Platform used by the Customer following the commencement of the Order Form, Knock shall refund the Customer with any paid fees for then reminder of the Term.

Eligibility

End Users:

As used in these Terms, an “End User” means an individual user designated by Customer as a user of the Service (up to the number of End Users provided for in the applicable Order Form). Customer is solely responsible for granting End Users access to the Service, including adding and removing access rights of End Users.
Customer shall be responsible for compliance with these Terms by all End Users
Customer shall be responsible for verifying that each End User is duly authorized to access the applicable Supported Platform.
If you are using Knock as a member of an organization or using your organization’s email domain (thereby representing yourself as a member of the organization) (“You”), You represent, warrant, and covenant that You are authorized to enter this agreement on behalf of such business organization.
If Customer designates additional persons as End Users beyond the number subscribed for in the Order Form, such designation may be deemed by Knock as Customer’s subscription to such additional number of End Users. In the event of such, Knock may charge Customer a corresponding additional Fee.

Account:

End Users gain access to the Service by creating an account and providing a unique username and password, or by identifying using a single sign associated to a Supported Platform account(“Login Credentials”). To obtain Login Credentials, Customer acknowledges that End Users must provide Knock with certain identifying information (including names and business email addresses), which information must be accurate and complete. Customer also agrees to inform us immediately of any unauthorized use of Customer’s or any End Users’ account or any change in any Login Credentials. By accepting the Terms, Customer declares that it is responsible for all activities taken under its account.
Login Credentials may not be shared, must be kept secure, and may not under any circumstances be used by anyone who is not an End User. An End User is not permitted to re-assign, transfer, or sublicense their account to any third party.

License.

Subject to these Terms, Knock grants to Customer a non-exclusive, non-sublicensable, non-transferable, worldwide, revocable and limited license throughout the applicable subscription period (“Term”) to use the Service to such number of End Users and limited according to the Order Form (“License”).
The Service is provided subject to certain usage limits outlined in the Order Form.

Changes to the Terms. We reserve the right to modify, change to, suspend or discontinue, temporarily or permanently the Service (the “Changes”) with or without notice with no liability, at any time and for any reason, including without limitation any changes which may be done automatically for the purpose of improving, enhancing or de-bugging versions of the Service or other aspects thereof. We will notify Customer of any adverse material changes (by sending an email notification or by way of on-screen pop-ups) by any other form prior to those changes becoming effective.
Intellectual Property Rights.

As between Knock and Customer, all intellectual property rights in the Service and any part thereof, and any and all derivatives, changes, and improvements thereof lie exclusively with Knock. Knock owns the layout, user interfaces, appearance, trademarks, and other intellectual property comprising the Service.
Customer shall not use any trade name, trademark, service mark, brand, or logo of Knock, or any link to a Knock website, for any purpose other than in connection herewith.
If Customer contacts Knock with feedback data (e.g., questions, comments, suggestions or the like) regarding the Service (collectively, "Information"), such Information shall be deemed to be non-confidential, and Knock shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate into the Knock any such Information.

Customer Obligations. Customer shall not, and shall not permit any third party to:

disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Service;
distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the License or any of Customer’s rights therein; or
publish reviews of the Services without the prior written consent of Knock.

Privacy. Knock and the Customer will be bound by the terms specified under the Data Privacy Addendum which forms an integral part of, this Agreement and is effective upon the start of the Term. Use of the Service is also subject to Knock’s Privacy Policy (available at: https://knock-ai.com/privacy-policy ). The Privacy Policy and all policies posted on www.knock-ai.com are incorporated into this Agreement by this reference.
Confidentiality. The parties agree to keep confidential and to use only for purposes of performing or as otherwise permitted under this Terms, any proprietary or confidential information of the other party disclosed pursuant to this Terms. The obligation of confidentiality shall not apply to information which is publicly available through authorized disclosure, is known by the receiving party at the time of disclosure as evidenced in writing, is rightfully obtained from a third party who has the right to disclose it, or which is required by law, government order or request to be disclosed (provided that the receiving party shall give written notice to the other party prior to such disclosure and an opportunity, at the objecting party's expense, to take legal steps to resist or narrow such request). Notwithstanding any of the foregoing, Customer acknowledges and agrees that the Service shall be deemed to constitute confidential information of Knock. Upon any termination of these Terms, each party shall return to the other party all confidential information of the other party, and all copies thereof, in the possession, custody or control of the party unless otherwise expressly provided in this Agreement.
Warranties.

Each party represents and warrants that (i) these Terms, constitute a legal, valid and binding obligation, enforceable against it in accordance with these Terms; and (ii) it is validly existing and in good standing, and is qualified to do business; (iii) the performance of these Terms, the execution of the Order Form, and the use of the Service have been properly authorized.
Customer represents and warrants to Knock that:

It is entitled to access or otherwise use the applicable Supported Platform, and it is in good standing in relation to any obligation and/or commitment to which it is bound towards the entity that licensed the Customer with the right to access or otherwise use the applicable Supported Platform.
it is not named on any U.S. or other government restricted-party list, and will not permit any End-User to access or use the Service in a U.S. embargoed country or region;
it shall not take any action (or, as the case may be, omit to take any action) that would directly or indirectly infringe upon or misappropriate the intellectual property of Knock or its affiliates; and
its execution of these Terms and its use of the Service will not violate any applicable law, rule or regulation.

Indemnification.

Customer agrees to indemnify and hold harmless Knock and its affiliates, suppliers, partners, officers, agents, and employees from and against any claim, costs, demand, losses, damages or expenses (including reasonable attorney’s fees) arising from:

Customer’s violation of these Terms;
any data provided by Customer to Knock;
the undue or unauthorized interference by Customer or any of its representatives with the Service in any respect;
access to the Service in violation of any law or by any third party to whom Customer has granted access (including access obtained by such third party through the use of the login credentials assigned to each End User);
gross negligence, willful misconduct, or any fraudulent act or omission of Customer and/or its representative in carrying out or failing to carry out its obligations under these Terms.

Knock will defend and indemnify Customer from and against all costs, liabilities, damages, losses, and expenses (including reasonable legal fees) finally awarded or settled against Customer pursuant to a third-party claim arising out of any allegation that the Service infringes upon any intellectual property right of such third party. The foregoing indemnification obligations do not apply if (i) the allegation does not state with specificity that the Service is the basis of the claim against Customer; (ii) a claim against Customer arises from the use or combination of the Service or any part thereof with software, hardware, data, or processes not provided by Knock if the Service or use thereof would not infringe without such combination; or (iii) a claim against Customer arises from Customer’s breach of these Terms.
In order to claim indemnification under these Terms, the indemnified party shall provide the indemnifying party with: (i) prompt written notice of the claim subject to the indemnification; (ii) the right to control and direct the investigation, defense, and settlement of such claim (except that the indemnifying party may not settle any claim or proceeding unless it unconditionally releases the indemnified party of all liability); and (iii) reasonable cooperation in connection with any related investigation, defense, and settlement.

Disclaimer of Warranties.

KNOCK PROVIDES ACCESS TO THE SERVICE TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, other than the warranties explicitly specified herein and then only to the extent so specified, INCLUDING THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, KNOCK DOES NOT WARRANT THAT THE SERVICE (i) WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION; OR (ii) WILL MEET CUSTOMER’S REQUIREMENTS; OR (iii) MAY BE USED OR RELIED UPON BY THE CUSTOMER OR ANY OTHER PARTY TO COMPLY WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD OR POLICY, NOR THAT THE SERVICE WILL RENDER CUSTOMER NOT ANY OTHER PARTY COMPLIANT WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD OR POLICY. IF AND TO THE EXTENT THAT CUSTOMER USES THE SERVICE WITH THE INTENTION OF OR FOR THE PURPOSE OF COMPLYING WITH ANY LAW, RULE, REGULATION, INDUSTRY STANDARD, OR POLICY, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICE IS, IN THAT REGARD, PROVIDED “AS IS,” AND CUSTOMER ASSUMES FULL RESPONSIBILITY FOR ITS COMPLIANCE. CUSTOMER AGREES THAT KNOCK SHALL HAVE NO LIABILITY TO CUSTOMER FOR CUSTOMER’S USE OF OR RELIANCE ON THE SERVICE FOR SUCH PURPOSES.
For the avoidance of doubt, Knock will not be responsible for instances that are outside of its control, which include:
any actions or inactions of Customer that result in a loss of or interruption to the Service;
any events or outages affecting the provision of the Service by Knock to Customer that are outside of the control and/or responsibility of Knock;
any events of whatever nature affecting the Customer’s access, use, enjoyment of utilization of the Supported Platform which are regulated and governed exclusively by the legal relationship between the Customer and the entity that provided the Customer with the access to the Supported Platform.

Limitation of Liability.

IN NO EVENT WILL KNOCK BE LIABLE FOR ANY PUNITIVE, MULTIPLE LOST PROFITS, LOST BUSINESS, LOSS OF USE, LOSS OF DATA, LOST OR CORRUPTED DATA DAMAGES, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF THESE TERMS, THE DPA, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT KNOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, KNOCK’S LIABILITY AND THE LIABILITY OF EACH OF ITS OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, ADVERTISERS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND OTHER CONTRACTORS TO CUSTOMER OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCE IS LIMITED TO A MAXIMUM AMOUNT OF USD 5,000

Fees; Tax.

Each Order Form shall specify the fees payable in consideration for the License (“Fee(s)”).
Knock will periodically invoice Customer for the Fees, as stated in the Order Form. Invoices will set forth in reasonable detail all incurred costs and be due and payable within 30 days of invoice date. All Fees are due and payable in advance All Fees shall be deemed to be in U.S. Dollars.
If an Order Form includes a pilot period (“Pilot Period”), the utilization of the Service during such pilot period will be at no cost to Customer.
For the avoidance of doubt, all payments under these Terms are non-refundable.
Taxes;To the extent permitted by law (and unless specified otherwise by Knock in writing), all Fees are exclusive of all taxes (including value added tax, sales tax, goods and services tax, etc.), levies or duties imposed by taxing authorities, or other similar governmental chargers, howsoever designated, except for taxes based on the net income of Knock (“Taxes”), and Customer shall be responsible for payment of all applicable Taxes relating to Customer’s use of the Service, or to any payments or purchases made by Customer. Knock is not responsible for any such additional fees or costs. If under applicable law taxes are required to be withheld, Customer shall pay Knock an amount such that the net amount after withholding of taxes shall equal the amount that would have been otherwise payable under the Order Form.
Late Payment; Any amounts payable to Knock by Customer that remain unpaid after the due date shall be subject to a late charge equal to 1.5% of the invoice amount per month from the due date until such amount is paid. Customer shall pay all collection fees, including legal expenses, with respect to the collection of late payments.

Term; Termination.

Term; These Terms commence on the date of receipt by Knock of the full Fee by Customer, unless otherwise agreed in pursuant to the Order Form, and shall continue in effect for the subscription period applicable to the specific Order Form (the “Term”).
Termination;

If the Customer entered into an Order Form that includes a Pilot Period, the Customer may request to terminate these Terms (and thereby the Order Form) at any time during such Pilot Period, with an immediate effect.
Knock may terminate these Terms with immediate effect by giving written notice to Customer if: (i) the Customer materially breaches these Terms and fails to cure the breach within seven (7) days after being given written notice thereof; or (ii) the Customer is declared bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.

Effects of Termination; On termination of these Terms for any reason, Customer will (i) immediately cease use of the Service and (ii) all payments will become due and payable. Notwithstanding the foregoing, as of termination. Customer is solely responsible for any communications between Customer or any End User.

Governing Law.

If Customer’s country of incorporation is the United States, these Terms will be interpreted in accordance with the laws of the State of New York, without regard to the principles of conflict of laws. Any disputes arising out of or in connection with these Terms shall be brought exclusively before the competent courts of the State of New York in Manhattan, New York City. The parties hereby submit to the personal jurisdiction of such courts and waive any argument that such courts are inconvenient.
If Customer’s country of incorporation is not the United States, these Terms will be interpreted in accordance with the laws of the State of Israel without regard to the principles of conflict or choice of laws. Any disputes arising out of or in connection with these Terms shall be brought exclusively before the competent courts of Tel Aviv-Jaffa, Israel. The parties hereby submit to the personal jurisdiction of such courts.

Force Majeure. Neither party shall be liable to the other for any performance delay or failure to perform hereunder, due to any act, war, omission, epidemic, pandemic, or condition beyond the reasonable control of the affected party (“Force Majeure Event”), provided the affected party gives notice to the other and makes reasonable efforts to resume performance as soon as possible. Neither a Force Majeure Event nor termination of these Terms in connection therewith shall relieve either party from its obligation to pay the other any outstanding payments due under these Terms.
Miscellaneous.

These Terms (as amended) set forth the entire understanding between the parties concerning the subject matter herein and supersedes all prior and contemporaneous written agreements and discussions between the parties relating thereto. In the case of any conflict of terms, these Terms shall prevail.
No amendment, modification, consensual cancellation, waiver, relaxation, or suspension of any of the provisions hereof shall be binding unless reduced to writing and signed by the parties.
Customer agrees that Knock may disclose the fact that Customer is a client of Knock. While these Terms are in effect, the Customer grants Knock the right to reference Customer’s company name and logo in marketing materials and on Knock’s website until Customer’s use of the Service is discontinued.
If any provision of these Terms is determined to be void or unenforceable by a court or arbitral body of competent jurisdiction, such section shall be interpreted as necessary to give maximum force to the provisions thereof, and the validity and enforceability of the remainder of the Terms shall not be affected.
The failure of either party to enforce at any time the provisions of these Terms shall not be interpreted to be a waiver of such provisions or of the right of such party to enforce each and every such provision.
All notices given under these Terms shall be in writing (electronic or otherwise) and shall be deemed to have been duly given: (i) when delivered to the address duly provided by such party, if delivered by messenger during normal business hours of the recipient; (ii) the third business day following posting to the address set forth under the party’s signature below, if posted by international airmail or reputable international carrier service; or (iii) when sent to the party’s provided email address if sent via email, provided that no notification of failure to send, out of office message, or similar automatic reply is received by the sender, in which case the notice shall not be deemed to have been duly given under this subsection (iii) and notice shall be provided in accordance with either (i) or (ii).
Customer may not transfer or assign its rights or obligations under these Terms to any third party. Any purported assignment contrary to this section shall be void. Notwithstanding, each party shall be entitled to assign its rights and obligations under these Terms, in whole or in part, to any related entity or upon a merger, acquisition or sale of all or substantially all its business, without the need to obtain the consent of the other party, provided, in the case of Customer, that such assignee is not a data broker or other entity that competes with Knock.
The parties acknowledge that in entering into these Terms, they do not do so on the basis of, and do not rely on, any representations, warranties or other provisions except as expressly provided herein and all conditions, warranties and other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
Nothing contained in these Terms is intended or is to be construed to create a partnership, joint venture, agency, or employment relationship between the parties.