Customer Terms of Service

Effective Date: August 1, 2025

These Customer Terms of Service (the “Customer Terms”) govern access to and use of the Knowlify platform, including all related software, tools, APIs, artificial intelligence models, documentation, and functionality (collectively, the “Services”), provided by KnowlifyAI, Inc. (“Knowlify,” “we,” “us,” or “our”).

If you are entering into these Customer Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to this Contract. If you do not have such authority, you may not use the Services.

1. The Contract

1.1 Binding Agreement

These Customer Terms, together with any applicable order form, online checkout, pricing page, statement of work, or other written agreement that references these Customer Terms (each, an “Order Form”), constitute a legally binding agreement (the “Contract”) between Knowlify and the entity or individual identified in the applicable Order Form or account registration (“Customer”).

If there is a conflict between these Customer Terms and an Order Form, the Order Form will control with respect to that subject matter.

1.2 Acceptance

Customer accepts and agrees to be bound by this Contract by:

• Executing an Order Form,
• Creating an account,
• Accessing or using the Services, or
• Authorizing any Authorized User to do any of the above.

1.3 Authority

Customer represents and warrants that it has full legal authority to enter into this Contract and to permit its Authorized Users to access and use the Services in accordance with these Customer Terms.

2. Definitions

For purposes of this Contract:

• “Authorized User” means an individual authorized by Customer to access and use the Services on Customer’s behalf, including employees, contractors, agents, or other permitted users.
• “Customer Content” means any data, documents, files, text, images, audio, video, code, or other materials submitted, uploaded, transmitted, or otherwise provided by or on behalf of Customer to the Services, as well as any outputs generated from such inputs.
• “Non-Knowlify Products” means third-party software, services, integrations, datasets, or tools that are not provided by Knowlify and are governed by separate terms between Customer and the third party.
• “Usage Information” means aggregated, anonymized, and de-identified data regarding the use, performance, and operation of the Services, including system metrics, feature usage, and reliability data, which does not identify Customer or any individual.

3. Customer Choices, Content, and Configuration

3.1 Authorized Users and Account Responsibility

Customer may provision access to the Services for its Authorized Users. Customer is responsible for:

• Managing Authorized User access, roles, and permissions,
• Maintaining the confidentiality of account credentials, and
• All activities conducted through its accounts, whether authorized or unauthorized.

Customer is responsible for ensuring that Authorized Users comply with this Contract.

3.2 Customer Content

Customer retains all rights, title, and interest in and to Customer Content. Knowlify does not claim ownership over Customer Content.

Customer is solely responsible for:

• The legality, accuracy, and appropriateness of Customer Content,
• Obtaining all necessary rights, licenses, consents, and permissions to submit Customer Content to the Services, and
• Ensuring that Customer Content complies with applicable laws and regulations.

Customer acknowledges that outputs generated by the Services are based on Customer Content and system behavior, and that Knowlify does not guarantee that outputs will be error-free, complete, or suitable for any specific purpose.

3.3 Processing Instructions

Customer controls how Customer Content is uploaded, processed, configured, retained, exported, or deleted using the Services. Knowlify processes Customer Content solely in accordance with Customer’s instructions and this Contract.

4. Ordering Subscriptions and Access

4.1 Subscriptions

Customer may purchase subscriptions that grant access to the Services for Customer and its Authorized Users in accordance with the applicable plan and Order Form.

Unless otherwise specified in an Order Form:

• Subscriptions begin when the Services are made available,
• Subscriptions continue for the stated term,
• Subscriptions automatically renew for successive terms, and
• Additional usage, users, or capacity may be added during an active term.

4.2 Fees and Purchasing Decisions

Customer’s purchasing decisions are based solely on features and functionality available at the time of purchase. Knowlify does not make guarantees regarding future features, functionality, or product roadmaps.

Fees are non-refundable except as expressly stated in this Contract or an applicable Order Form.

5. Beta Services

From time to time, Knowlify may make available certain features, tools, models, or functionality that are identified as beta, experimental, preview, or pre-release (“Beta Services”).

Beta Services:

• Are provided “as is” and “as available,”
• May be modified, suspended, or discontinued at any time without notice,
• Are not subject to any service level agreements, uptime commitments, or warranties, and
• May contain errors or experience interruptions.

Customer acknowledges that use of Beta Services is optional and at Customer’s sole risk.

6. Feedback

If Customer or its Authorized Users provide Knowlify with feedback, suggestions, ideas, feature requests, or other input regarding the Services (“Feedback”), Customer grants Knowlify a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, incorporate, and exploit such Feedback for any purpose, including to improve or develop products and services, without obligation, attribution, or compensation.

Feedback is not considered Customer Content or Confidential Information.

7. Knowlify as a Platform and Third-Party Integrations

The Services may support integrations with Non-Knowlify Products. Customer determines whether to enable such integrations and is solely responsible for reviewing and complying with the applicable third-party terms, policies, and data practices.

Knowlify does not control, endorse, or assume responsibility for Non-Knowlify Products, including:

• Their functionality, availability, or security,
• Any access to or processing of Customer Content by such products, or
• Any loss, disclosure, or misuse of Customer Content caused by such products.

Customer acknowledges that enabling integrations may permit Non-Knowlify Products to access Customer Content as configured by Customer.

8. Customer Responsibilities and Acceptable Use

Customer agrees that it will, and will ensure that its Authorized Users will:

• Use the Services in compliance with all applicable laws, regulations, and industry standards,
• Use the Services only for lawful business purposes,
• Maintain appropriate safeguards over account credentials and access,
• Not misuse, interfere with, or disrupt the Services or underlying infrastructure,
• Not reverse engineer, decompile, or attempt to extract source code, models, or system components except to the extent expressly permitted by law,
• Not upload or process content that is unlawful, infringing, harmful, misleading, or violates third-party rights.

Knowlify may suspend or restrict access to the Services, in whole or in part, if Knowlify reasonably determines that Customer’s use:

• Violates this Contract,
• Poses a legal, security, operational, or reputational risk, or
• Could harm the Services or other customers.

Where practicable, Knowlify will provide notice prior to suspension.

9. Payment Terms

9.1 Fees

Customer agrees to pay all fees specified in the applicable Order Form or pricing page. Unless otherwise stated:

• Fees are due in advance,
• Fees are non-refundable, and
• Fees are exclusive of all taxes, duties, or government charges, which Customer is responsible for paying (excluding taxes on Knowlify’s net income).

9.2 Payment Failure

Failure to pay undisputed fees when due may result in suspension or termination of access to the Services following reasonable notice.

9.3 No Setoff

Customer may not withhold, offset, or deduct fees for any reason unless expressly permitted by this Contract or required by law.

10. Knowlify Responsibilities

10.1 Provision of the Services

Subject to this Contract and Customer’s timely payment of all applicable fees, Knowlify will:

• Make the Services available in accordance with the applicable Order Form and documentation,
• Process Customer Content solely as necessary to provide, maintain, and support the Services, and
• Use commercially reasonable efforts to maintain the availability and performance of the Services.

Customer acknowledges that temporary interruptions may occur due to maintenance, upgrades, force majeure events, or circumstances beyond Knowlify’s reasonable control.

10.2 Security

Knowlify will maintain reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Content, consistent with industry standards and Knowlify’s published security practices.

Knowlify does not guarantee that the Services will be completely secure or error-free, but will take commercially reasonable steps to address identified security risks.

10.3 Compliance with Law

Knowlify will comply with laws and regulations applicable to its provision of the Services generally. Knowlify is not responsible for compliance obligations arising from Customer’s specific use cases, industry requirements, or regulatory obligations.

11. Ownership and Intellectual Property

11.1 Customer Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Content.

Customer grants Knowlify a limited, non-exclusive, worldwide, royalty-free license to process Customer Content solely to:

• Provide, operate, and support the Services,
• Prevent fraud, abuse, or security incidents, and
• Improve and optimize the Services using aggregated, anonymized, and de-identified data that does not identify Customer or any individual.

Knowlify does not use Customer Content to train general-purpose AI models unless expressly agreed in writing.

11.2 Knowlify Ownership

Knowlify retains all right, title, and interest in and to the Services, including all software, AI models, algorithms, systems, documentation, workflows, and underlying technology.

Except as expressly stated in this Contract, no rights or licenses are granted to Customer by implication or otherwise.

12. Artificial Intelligence and Outputs

Customer acknowledges and agrees that:

• The Services use artificial intelligence and automated systems that may generate outputs that are inaccurate, incomplete, misleading, or inappropriate,
• AI-generated outputs are provided for informational purposes only and do not constitute legal, medical, financial, or professional advice, and
• Customer is solely responsible for reviewing, validating, and determining the suitability of any outputs before using them in any business, educational, or commercial context.

Knowlify does not guarantee the accuracy, reliability, or uniqueness of AI-generated outputs.

13. Term and Termination

13.1 Term

This Contract remains in effect until all subscriptions have expired or have been terminated in accordance with this Section.

13.2 Termination for Cause

Either party may terminate this Contract or an applicable Order Form if the other party materially breaches this Contract and fails to cure such breach within thirty (30) days after written notice.

13.3 Effect of Termination

Upon termination or expiration:

• Customer’s right to access and use the Services will cease,
• Customer may export Customer Content during the active subscription term and any applicable wind-down period, and
• Knowlify may delete Customer Content following termination, except to the extent retention is required by law or agreed otherwise in writing.

Sections that by their nature should survive termination will survive.

14. Disclaimers

The Services are provided “as is” and “as available.”

To the maximum extent permitted by law, Knowlify disclaims all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Knowlify does not warrant that the Services will be uninterrupted, error-free, or that outputs will be accurate or reliable.

15. Limitation of Liability

To the maximum extent permitted by applicable law:

• Knowlify will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities, even if advised of the possibility of such damages.
• Knowlify’s total cumulative liability arising out of or related to this Contract will not exceed the total fees paid by Customer to Knowlify in the twelve (12) months preceding the event giving rise to the claim.

The limitations in this Section apply regardless of the theory of liability.

16. Indemnification

16.1 Indemnification by Knowlify

Knowlify will defend, indemnify, and hold harmless Customer from and against any third-party claim, demand, or action alleging that the Services, as provided by Knowlify and used in accordance with this Contract, infringe or misappropriate a valid third-party intellectual property right.

This indemnification obligation does not apply to claims arising from:

• Customer Content,
• Modifications to the Services not made by Knowlify,
• Combination of the Services with products, services, or data not provided by Knowlify,
• Use of the Services in violation of this Contract or applicable law, or
• Use of Beta Services.

If a claim subject to indemnification arises, Knowlify may, at its option:

• Modify the Services to avoid infringement,
• Replace the Services with functionally equivalent non-infringing services, or
• Terminate the affected Services and refund any prepaid, unused fees.

16.2 Indemnification by Customer

Customer will defend, indemnify, and hold harmless Knowlify and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Customer Content,
• Customer’s or Authorized Users’ use of the Services in violation of this Contract or applicable law, or
• Customer’s violation of third-party rights.

16.3 Indemnification Procedure

The indemnified party will:

• Promptly notify the indemnifying party of the claim,
• Allow the indemnifying party sole control over the defense and settlement of the claim, and
• Provide reasonable cooperation at the indemnifying party’s expense.

The indemnifying party may not settle any claim that imposes liability or obligations on the indemnified party without prior written consent.

17. Confidentiality

Each party (“Receiving Party”) may receive confidential or proprietary information from the other party (“Disclosing Party”) in connection with this Contract (“Confidential Information”).

The Receiving Party agrees to:

• Protect Confidential Information using at least the same degree of care it uses to protect its own confidential information (and no less than reasonable care),
• Use Confidential Information solely to perform obligations under this Contract, and
• Not disclose Confidential Information to third parties except as permitted under this Contract.

Confidential Information does not include information that:

• Is or becomes publicly available without breach,
• Was lawfully known prior to disclosure,
• Is independently developed without use of Confidential Information, or
• Is required to be disclosed by law or court order (subject to notice where permitted).

These obligations survive termination of this Contract.

18. General Provisions

18.1 Governing Law and Venue

This Contract is governed by the laws of the State of Delaware, without regard to conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in Delaware.

18.2 Force Majeure

Neither party will be liable for failure or delay in performance due to events beyond its reasonable control, including acts of God, natural disasters, labor disputes, governmental actions, internet or utility failures, or service provider outages.

18.3 Assignment

Customer may not assign or transfer this Contract without Knowlify’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound by this Contract. Knowlify may assign this Contract in connection with a corporate reorganization, merger, or sale of assets.

18.4 Entire Agreement

This Contract constitutes the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral.

18.5 Amendments

Any amendment to this Contract must be in writing and agreed to by both parties, except that Knowlify may update these Customer Terms upon notice as permitted by law.

19. Contact Information

Legal Contact: [email protected]

Company: KnowlifyAI, Inc.