Terms of Service and End User License Agreement

These Platform Terms of Service and End User License Agreement (the "Terms") are entered into by and between Knowledge² AI Inc. ("Knowledge²," "we," "us," or "our") and the person or entity accepting these Terms ("Customer," "you," or "your").

These Terms govern Customer's access to and use of Knowledge²'s websites, console, application programming interfaces, software development kits, documentation, hosted search and retrieval services, agent features, integrations, support offerings, and related products and services (collectively, the "Services").

By clicking to accept these Terms, executing an Order Form that references these Terms, or accessing or using any Services, Customer agrees to be bound by these Terms.

If Customer is entering into these Terms on behalf of an organization, Customer represents and warrants that it has authority to bind that organization, and "Customer" means that organization.

If Customer has entered into a separate signed master services agreement, subscription agreement, software license agreement, Order Form, or other negotiated contract with Knowledge² covering particular Services, that separate agreement will control to the extent of any conflict with these Terms for those Services.

1. Definitions

1.1 "Acceptable Use Policy" or "AUP"means Knowledge²'s then-current acceptable use policy, as updated from time to time and incorporated into these Terms by reference.

1.2 "Account" means any account, organization, workspace, tenant, console login, API credential, or other access credential used to access the Services.

1.3 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership or control of more than fifty percent (50%) of the voting interests of the applicable entity.

1.4 "Authorized User"means any employee, contractor, agent, or other individual authorized by Customer to access or use the Services under Customer's Account.

1.5 "Beta Services"means any feature, functionality, model, integration, release, or service that Knowledge² designates as beta, preview, early access, pilot, limited release, experimental, or not generally available.

1.6 "Customer Content"means all data, documents, files, URLs, text, images, prompts, instructions, configurations, schemas, metadata, feedback, and other materials submitted to, ingested by, stored in, processed through, or generated within the Services by or on behalf of Customer, including any derived chunks, embeddings, indexes, or similar technical artifacts created from the foregoing for Customer's use within the Services. Customer Content does not include Usage Data or Knowledge²'s Confidential Information.

1.7 "Customer Personal Data" means any personal data, personal information, or similar regulated information contained in Customer Content.

1.8 "Customer-Specific Model"means any fine-tuned model weights, adapters, parameter sets, ranking profiles, or similar model artifacts created specifically from Customer Content or Customer feedback for Customer's isolated use within the Services or under an applicable Order Form. Customer-Specific Models exclude the Services, Documentation, SDKs, base models, third-party models, generalized service improvements, and all other Knowledge² intellectual property.

1.9 "Documentation"means Knowledge²'s then-current usage, technical, developer, product, and support documentation that Knowledge² makes available for the Services.

1.10 "Fees" means all subscription fees, usage fees, overage charges, professional services fees, support fees, and other amounts payable by Customer under these Terms or any Order Form.

1.11 "Free Services" means any free tier, no-fee plan, evaluation environment, promotional access, sandbox, or other Services made available without charge.

1.12 "Order Form" means any ordering document, purchase form, online order page, quote, statement of work, or similar transaction document accepted by the parties and referencing these Terms.

1.13 "Output" means results, summaries, classifications, extracted fields, rankings, answers, citations, analyses, model responses, and other outputs generated by or through the Services for Customer.

1.14 "Privacy Policy"means Knowledge²'s then-current privacy policy, as updated from time to time.

1.15 "Query"means a single search, retrieval, or answer-generation request designated by Knowledge² as billable query usage in the applicable plan, pricing page, Order Form, or Documentation.

1.16 "Sensitive Regulated Data"means any category of data that is subject to heightened legal, regulatory, or contractual controls, including protected health information, payment card data, government-issued identification numbers, financial account credentials, children's personal data, special-category or sensitive personal data, biometric identifiers, precise geolocation data, export-controlled data, or similar information.

1.17 "Services"has the meaning set forth in the introductory paragraph of these Terms and includes any related software, APIs, SDKs, hosted features, support, and professional services provided by Knowledge² under an applicable plan or Order Form.

1.18 "Subscription Term" means the applicable subscription period set forth in an Order Form or, for self-serve Services, the period during which Customer is authorized to use the applicable paid plan.

1.19 "Usage Data" means operational, diagnostic, telemetry, audit, support, security, billing, and performance data relating to the use, administration, and operation of the Services, including logs, API call records, configuration metadata, latency measurements, token counts, query counts, support records, and deidentified or aggregated statistics derived from the foregoing, but excluding Customer Content except where deidentified or aggregated.

2. Acceptance, Eligibility, and Order of Precedence

2.1 Acceptance. Customer accepts these Terms by clicking to accept them, by entering into an Order Form that incorporates them, or by accessing or using the Services.

2.2 Authority. If Customer is accepting these Terms on behalf of an organization, Customer represents and warrants that it has full legal authority to bind that organization and its Affiliates authorized under an applicable Order Form.

2.3 Eligibility. Customer may not use the Services if Customer is prohibited from doing so under applicable law, including applicable export control or sanctions laws. If Customer is an individual, Customer must be at least the age of majority in the jurisdiction where Customer resides and, in any event, not younger than eighteen (18) years of age.

2.4 Incorporated Terms. The AUP and Privacy Policy are incorporated into these Terms by reference. Any applicable Order Form, statement of work, service level agreement, support policy, or data processing addendum executed by the parties is also incorporated by reference for its stated subject matter.

2.5 Separate Enterprise Agreements.If Customer and Knowledge² enter into a negotiated enterprise agreement for particular Services, that agreement will govern those Services to the extent it conflicts with these Terms.

3. Accounts, Administrators, and Credentials

3.1 Registration Information. Customer will provide accurate, current, and complete information for each Account and keep that information updated.

3.2 Organization Administrators.Customer is responsible for designating one or more administrators for its Account. Administrators may invite, suspend, remove, or manage Authorized Users; configure projects, corpora, collections, agents, and integrations; and access or control Customer Content and usage settings. Knowledge² may rely on instructions from Customer's designated administrators.

3.3 Credential Security. Customer is responsible for safeguarding all login credentials, API keys, access tokens, OAuth credentials, and other authentication mechanisms associated with the Services. Customer will not share credentials except as expressly permitted by the Services and will use reasonable security measures, including least-privilege access, secure storage, and credential rotation.

3.4 API Keys.Customer is responsible for all use of its API keys, including keys issued for particular organizations, projects, corpora, or environments. Customer will promptly revoke or rotate compromised credentials and notify Knowledge² without undue delay of any suspected unauthorized access to the Services.

3.5 Responsibility for Authorized Users.Customer is responsible for all acts and omissions of its Authorized Users and any person who accesses the Services through Customer's Account, whether or not such access was authorized by Customer.

3.6 Suspension of Credentials.Knowledge² may suspend, restrict, or revoke credentials if Knowledge² reasonably believes the credentials are compromised, being used in violation of these Terms, or creating a security, legal, or operational risk.

4. Access Rights, License Grant, and Restrictions

4.1 Right to Access and Use the Services.Subject to these Terms and payment of all applicable Fees, Knowledge² grants Customer during the applicable Subscription Term a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for Customer's internal business purposes and solely in accordance with these Terms, the Documentation, the AUP, and any applicable Order Form.

4.2 License to SDKs, Client Tools, and Documentation.To the extent Knowledge² provides SDKs, client libraries, sample code, command-line tools, or similar materials, Knowledge² grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the applicable Subscription Term to use, reproduce, and internally distribute those materials solely as necessary to access and use the Services in accordance with these Terms.

4.3 External-Facing Use.Customer may not use the Services to power or provide functionality to Customer's customers, end users, or other third parties, and may not resell, white-label, OEM, sublicense, host, or operate the Services as a service bureau or managed service for any third party, unless an applicable Order Form expressly permits such use.

4.4 Restrictions. Customer will not, and will not permit any third party to:

1. copy, modify, translate, adapt, or create derivative works of the Services, except as expressly permitted under these Terms;
2. reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying models, non-public prompts, embeddings, architecture, or algorithms of the Services, except to the limited extent such restriction is prohibited by applicable law;
3. access or use the Services to build, train, benchmark for public release, or improve a competing product or service, including through systematic extraction of Output or model behavior, except as expressly permitted in an applicable Order Form;
4. publish or disclose benchmarking or comparative performance results relating to the Services without Knowledge²'s prior written consent;
5. circumvent or attempt to circumvent usage limits, quotas, billing mechanisms, access controls, security features, or content filters;
6. access or attempt to access any Account, data, system, environment, model, prompt, or information not authorized for Customer;
7. remove, obscure, or alter any proprietary notices included in the Services or Documentation;
8. use the Services in violation of the AUP or applicable law;
9. use automated means to scrape, spider, harvest, mirror, or extract information from the Services except through a documented API or as expressly authorized by Knowledge²; or
10. use the Services in a manner that interferes with, degrades, disrupts, or creates an unreasonable burden on the Services or other customers' use of the Services.

4.5 Open Source Components.Certain components of the Services may be subject to open-source licenses. To the extent required by the applicable open-source license, such license will govern Customer's use of the relevant component in place of these Terms.

4.6 Ownership.Except for the limited rights expressly granted to Customer under these Terms, Knowledge² and its licensors retain all right, title, and interest in and to the Services, Documentation, SDKs, software, models, workflows, interfaces, methods, and all related intellectual property rights. No rights are granted by implication, estoppel, or otherwise.

5. Service Operation, Changes, Support, and Professional Services

5.1 Service Description.Knowledge² provides an AI knowledge and retrieval platform that may permit Customer to ingest content, create collections or corpora, perform search and retrieval, build agents, generate outputs, configure integrations, and use related APIs, models, and tooling, all subject to plan-specific capabilities and limits.

5.2 Service Changes.Knowledge² may modify, enhance, replace, or discontinue features, functions, models, or integrations of the Services from time to time. Knowledge² will use commercially reasonable efforts to avoid materially degrading the core functionality of paid Services during an active Subscription Term, except where changes are required for security, legal compliance, third-party dependency changes, or abuse prevention.

5.3 Maintenance and Availability.Knowledge² may perform planned or emergency maintenance, impose rate limits or temporary restrictions, and take other steps reasonably necessary to maintain, secure, or improve the Services. Unless otherwise stated in an applicable service level agreement, Knowledge² does not guarantee uninterrupted availability of the Services.

5.4 Support.Support is provided, if at all, in accordance with Customer's plan or applicable Order Form. Free Services and Beta Services may receive no support, community support only, or support at Knowledge²'s sole discretion.

5.5 Beta Services. Beta Services are optional, may be changed or discontinued at any time, may be subject to additional usage limits, and are provided "AS IS" without warranties, indemnities, or service level commitments.

5.6 No Future Commitment.Customer's purchase or use of the Services is not contingent on the delivery of any future functionality, product roadmap item, feature, certification, or integration.

5.7 Professional Services.If Knowledge² provides onboarding, implementation, advisory, migration, training, or other professional services, those services will be described in an Order Form or statement of work. Unless otherwise expressly stated, any deliverables created by Knowledge² as part of such professional services will be deemed part of the Services or Documentation, excluding Customer Content and Customer-Specific Models.

6. Customer Content, Output, Customer-Specific Models, and Usage Data

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

6.2 License to Knowledge².Customer grants Knowledge² and its subprocessors a non-exclusive, worldwide, royalty-free right to host, copy, store, transmit, process, parse, convert, chunk, embed, index, retrieve, rerank, cache, reproduce, display to Customer and its Authorized Users, create synthetic evaluation artifacts and customer-specific training artifacts from, and otherwise use Customer Content solely as necessary to:

1. provide, operate, and improve the Services for Customer;
2. create indexes, embeddings, retrieval artifacts, evaluation datasets, synthetic queries, labels, and Customer-Specific Models for Customer's use;
3. maintain, secure, monitor, troubleshoot, and support the Services;
4. enforce these Terms and prevent fraud, abuse, or misuse; and
5. comply with applicable law and legal process.

6.3 Customer Instructions for Third-Party Model Routing.Certain Services send prompts, queries, instructions, retrieved context, or other Customer Content to third-party model providers selected by Customer or enabled as part of the applicable Service configuration in order to generate Output or perform related functions. By using those features, Customer instructs Knowledge² to make those transmissions on Customer's behalf.

6.4 Output.As between the parties, and to the extent permitted by applicable law, Knowledge² assigns to Customer any right, title, and interest Knowledge² may have in Output generated uniquely for Customer from Customer Content. Customer acknowledges that Output may not be unique, may be similar or identical to output generated for other users, and may not be protectable under intellectual property law.

6.5 Customer-Specific Models.As between the parties, Customer retains all right, title, and interest in and to Customer-Specific Models, subject to the rights of third-party licensors in any applicable base model and subject to any express limitations in an applicable Order Form. Knowledge² retains all right, title, and interest in and to the Services, any base models, generalized tuning methods, non-customer-specific model improvements, and all other Knowledge² intellectual property. Customer grants Knowledge² a limited, non-exclusive right during the applicable Subscription Term and any post-termination export or deletion period to host, copy, deploy, serve, maintain, back up, and support Customer-Specific Models solely as necessary to provide the Services to Customer.

6.6 Usage Data; No Shared Foundation-Model Training.Knowledge² owns Usage Data. Knowledge² may use Usage Data and deidentified or aggregated information derived from Customer's use of the Services to operate, secure, monitor, troubleshoot, analyze, support, bill for, and improve the Services. Unless Customer expressly agrees otherwise in writing, Knowledge² will not use Customer Content to train generalized models or shared foundation models across customers.

6.7 Feedback.If Customer provides suggestions, ideas, enhancement requests, corrections, or other feedback relating to the Services, Customer grants Knowledge² a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate that feedback into its products and services without restriction and without any obligation to Customer.

6.8 Customer Responsibilities and Warranties. Customer represents, warrants, and covenants that:

1. Customer has all rights, permissions, and lawful bases necessary to submit Customer Content to the Services and to permit Knowledge² and its subprocessors to process Customer Content as described in these Terms;
2. Customer Content, and Customer's use of the Services, will not violate applicable law, the AUP, or any third-party right; and
3. Customer is solely responsible for the accuracy, quality, legality, integrity, and appropriateness of Customer Content.

7. Privacy, Security, and Data Processing

7.1 Privacy Policy.Knowledge² will process personal information it collects as a controller or business for its own account administration, website operations, sales, support, security, and related purposes in accordance with the Privacy Policy.

7.2 Security Measures.For managed Services, Knowledge² will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Content against unauthorized access, use, alteration, or disclosure. Knowledge² may update its safeguards from time to time, provided it does not materially reduce the overall level of protection for paid Services during an active Subscription Term.

7.3 Data Processing Roles.

1. Managed Deployments.For shared SaaS, API, and other managed deployments in which Knowledge² processes Customer Personal Data on Customer's behalf, the parties agree that Customer is the controller or business, and Knowledge² acts as a processor or service provider, as applicable, with respect to such Customer Personal Data, and any executed data processing addendum will govern that processing.
2. Private VPC / On-Prem / Customer-Managed Deployments.For private VPC, on-premises, or other customer-managed deployments, the parties' respective processing roles, if any, will be as stated in the applicable Order Form, license agreement, or data processing addendum. Absent an express written agreement to the contrary, Customer is responsible for its own environment and its processing of Customer Personal Data within that environment.

7.4 Subprocessors.Knowledge² may use Affiliates and subprocessors to provide the Services. Knowledge² remains responsible for its subprocessors' performance to the same extent Knowledge² would be responsible for its own performance under these Terms, subject to any limitations expressly stated in these Terms or an applicable data processing addendum.

7.5 Support Materials.If Customer provides logs, diagnostics, screenshots, samples, or other materials to Knowledge² for support purposes, Customer will use reasonable efforts to avoid including unnecessary Customer Personal Data or Sensitive Regulated Data. Knowledge² will treat those materials as Customer's Confidential Information and use them solely for support, security, and related operational purposes.

7.6 Logging and Audit.Knowledge² may generate and retain operational logs, audit records, usage records, and related metadata for security, abuse prevention, support, product operations, capacity planning, invoicing, and compliance purposes.

7.7 Sensitive Regulated Data; Sector-Specific Commitments.Customer will not upload, submit, or process any Sensitive Regulated Data through the Services unless expressly permitted in an applicable Order Form or other written approval from Knowledge² and, where required, a data processing addendum or sector-specific addendum is in place. Without limiting the foregoing, Knowledge² is not a HIPAA Business Associate unless the parties have executed a separate written business associate agreement.

7.8 No Implied Compliance Commitment.Unless expressly stated in an Order Form, security exhibit, or separate written agreement, Knowledge² does not represent or warrant that the Services satisfy any particular legal, regulatory, or industry framework, certification, or control set.

7.9 Customer Security Responsibilities. Customer is responsible for its own Account configuration, user permissions, API key management, endpoint security, integrations, webhooks, retention choices, and human review processes for Output.

8. Third-Party Services, Integrations, and Customer Systems

8.1 Third-Party Services. The Services may interoperate with or rely on third-party software, models, APIs, cloud services, identity providers, document processors, email providers, storage systems, or other services ("Third-Party Services"). Customer's use of Third-Party Services may be subject to separate third-party terms, policies, fees, and technical requirements.

8.2 Responsibility Allocation.Knowledge² is not responsible for Third-Party Services that Customer independently selects, enables, or contracts for outside Knowledge²'s control. Knowledge² remains responsible for subprocessors it engages directly to provide the Services to the extent required by these Terms or an applicable data processing addendum.

8.3 Customer Systems and Integrations. Customer is responsible for its own systems, applications, connectors, webhooks, downstream workflows, and business processes that interact with the Services, including ensuring that such systems are secure, lawful, and appropriately configured.

8.4 URL and Remote Content Ingestion. If Customer uses URL ingestion, remote fetching, or similar features, Customer represents and warrants that Customer has the right and authority to direct the retrieval of the relevant content and that Customer will not use such features to access non-public, restricted, or unauthorized systems or content.

9. Fees, Usage Measurement, Trials, and Payment

9.1 Plans and Fees. Customer will pay all Fees specified in the applicable Order Form, pricing page, invoice, or ordering workflow. Except as expressly stated otherwise, all Fees are non-cancellable and non-refundable.

9.2 Usage Measurement.Knowledge² may measure usage by Queries, documents, collections, corpora, agents, users, tokens, storage, pipeline runs, compute usage, or other metrics identified in the applicable plan, Order Form, or Documentation. Unless otherwise stated, each individual query in a batch request counts as a separate Query, and retrieval-augmented answer generation counts as one (1) Query. Knowledge²'s usage records will control for billing purposes absent manifest error.

9.3 Overage Charges.If Customer exceeds included usage or other plan limits, Knowledge² may charge overage Fees at the rates stated in the applicable Order Form, pricing page, or ordering workflow.

9.4 Invoicing and Payment.Unless otherwise stated in an applicable Order Form or ordering workflow, Knowledge² may invoice Customer manually, charge a designated payment method, or both. If invoiced, Customer will pay all undisputed amounts within thirty (30) days after the invoice date, without setoff or deduction.

9.5 Taxes.Fees are exclusive of taxes, duties, levies, and similar governmental charges. Customer is responsible for all such amounts, except taxes based on Knowledge²'s net income.

9.6 Late Payment.Overdue undisputed amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Knowledge² may suspend the Services for non-payment in accordance with Section 10.

9.7 Invoice Disputes.Customer must notify Knowledge² in writing of any good-faith invoice dispute within fifteen (15) days after the invoice date, describing the basis for the dispute in reasonable detail. The parties will work in good faith to resolve the dispute promptly. Customer will timely pay all undisputed amounts.

9.8 Free Services and Trials.Free Services and trial access may be limited in functionality, support, retention, availability, and security features. Knowledge² may suspend, downgrade, or discontinue Free Services or trials at any time. Unless otherwise stated by Knowledge² in a checkout flow or Order Form, trial access ends automatically at the end of the stated trial period and will not result in an automatic paid charge unless Customer has separately agreed to such billing.

9.9 Trial and Free-Tier Data.Unless otherwise stated in an Order Form, Knowledge² may delete Customer Content associated with a trial or Free Services account at any time after the earlier of account closure or thirty (30) days after the end of the applicable trial or free access period.

9.10 Price Changes.Knowledge² may change prices, plans, included usage, or usage metrics for future renewal terms or future billing periods upon prior notice to Customer. Price changes will not apply retroactively to already-paid subscription periods.

10. Suspension and Abuse Prevention

10.1 Suspension Rights.Knowledge² may suspend, throttle, restrict, or disable access to some or all of the Services, or remove or quarantine specific Customer Content, if Knowledge² reasonably determines that:

1. Customer or any Authorized User is violating these Terms or the AUP;
2. Customer's use creates a security risk, operational burden, or risk of harm to the Services, Knowledge², any third party, or other customers;
3. Customer has exceeded applicable usage limits and has not moved to an appropriate plan or otherwise addressed the excess use;
4. Customer has failed to pay undisputed Fees after notice and a reasonable opportunity to cure; or
5. suspension is required to comply with applicable law, legal process, export controls, sanctions rules, or a governmental request.

10.2 Scope and Notice.Where reasonably practicable, Knowledge² will provide notice of suspension and limit the scope and duration of the suspension to what is reasonably necessary to address the underlying issue.

10.3 Effect of Suspension.Knowledge² is not liable for losses resulting from a suspension carried out in accordance with these Terms. Suspension does not relieve Customer of payment obligations accrued before or during the suspension period.

11. Confidentiality

11.1 Confidential Information. "Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Information includes Customer Content, Customer-Specific Models, support materials, and non-public business information. Knowledge²'s Confidential Information includes the non-public aspects of the Services, Documentation, pricing, security materials, product plans, and technical information.

11.2 Obligations. The Receiving Party will:

1. use the Disclosing Party's Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms;
2. protect the Disclosing Party's Confidential Information using at least reasonable care; and
3. disclose the Disclosing Party's Confidential Information only to employees, contractors, professional advisors, and subprocessors who have a need to know and who are bound by confidentiality obligations at least as protective as those in these Terms.

11.3 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate:

1. is or becomes public through no fault of the Receiving Party;
2. was already lawfully known to the Receiving Party without restriction before disclosure;
3. is lawfully received from a third party without breach of any obligation of confidentiality; or
4. was independently developed without use of the Disclosing Party's Confidential Information.

11.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, legal process, or governmental request, provided that, where legally permitted, it gives the Disclosing Party prompt notice and reasonably cooperates with any effort to seek confidential treatment or protective relief.

11.5 Return or Destruction.Upon written request of the Disclosing Party or upon termination of these Terms, the Receiving Party will return or destroy the Disclosing Party's Confidential Information, except to the extent retention is required by law, for bona fide archival backup, or as otherwise permitted under these Terms.

11.6 Equitable Relief. Each party acknowledges that a breach of this Section 11 may cause irreparable harm for which monetary damages may be inadequate, and that the Disclosing Party may seek appropriate equitable relief in addition to any other remedies available at law or in equity.

12. Warranties and Disclaimers

12.1 Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms and that it will comply with applicable law in performing its obligations under these Terms.

12.2 Limited Service Warranty.Knowledge² warrants that, during an active paid Subscription Term, the managed Services will perform in all material respects in accordance with the Documentation when used in a supported configuration and in accordance with these Terms.

12.3 Exclusive Remedy.Customer's sole and exclusive remedy, and Knowledge²'s sole obligation, for breach of the warranty in Section 12.2 will be for Knowledge² to use commercially reasonable efforts to correct the non-conformity. If Knowledge² cannot correct a material non-conformity within a commercially reasonable period, Customer may terminate the affected paid Services and receive a prorated refund of prepaid, unused Fees for the affected Services.

12.4 Warranty Exclusions.The warranty in Section 12.2 does not apply to Free Services, Beta Services, Third-Party Services, Customer's unsupported configurations, Customer's misuse of the Services, or issues caused by Customer Content, third-party dependencies, internet or network conditions, or factors outside Knowledge²'s reasonable control.

12.5 AI Output Disclaimer.Customer acknowledges and agrees that the Services may generate Output that is probabilistic, non-deterministic, inaccurate, incomplete, outdated, biased, or otherwise unsuitable for Customer's intended use. Customer is solely responsible for reviewing, validating, and deciding whether to rely on any Output, and for implementing appropriate human oversight, testing, and governance.

12.6 No Professional Advice; High-Risk Use.The Services and Output are not legal, medical, financial, employment, insurance, or other professional advice, and are not designed or licensed for use as the sole basis for decisions in high-risk or regulated contexts unless expressly agreed in writing by Knowledge².

12.7 General Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES, DOCUMENTATION, OUTPUT, SUPPORT, PROFESSIONAL SERVICES, FREE SERVICES, AND BETA SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."KNOWLEDGE² DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

13. Indemnification

13.1 Indemnification by Knowledge².Knowledge² will defend Customer against any third-party claim alleging that the paid managed Services, as provided by Knowledge² and used by Customer in accordance with these Terms, directly infringe or misappropriate that third party's patent, copyright, trademark, or trade secret, and Knowledge² will pay damages, costs, and settlement amounts finally awarded against Customer or agreed in a settlement approved by Knowledge².

13.2 Infringement Remedies.If the Services become, or in Knowledge²'s reasonable judgment are likely to become, the subject of an infringement claim, Knowledge² may, at its option and expense:

1. procure the right for Customer to continue using the affected Services;
2. modify or replace the affected Services so they become non-infringing without materially reducing their core functionality; or
3. terminate the affected Services and refund prepaid, unused Fees for the terminated portion of the Subscription Term.

13.3 Exclusions.Knowledge² will have no obligation under this Section 13 to the extent a claim arises from:

1. Customer Content, Customer-Specific Models, or Output;
2. Third-Party Services, open-source components, or models not provided by Knowledge²;
3. Customer's combination of the Services with products, services, data, models, or processes not provided by Knowledge²;
4. Customer's modification or misuse of the Services; or
5. Customer's continued use of allegedly infringing Services after Knowledge² has provided a non-infringing replacement, modification, or notice to discontinue use.

13.4 Indemnification by Customer.Customer will defend Knowledge² and its Affiliates, officers, directors, employees, and agents against any third-party claim arising out of or relating to:

1. Customer Content;
2. Customer's or its Authorized Users' use of the Services in violation of these Terms, the AUP, or applicable law;
3. Customer's products, services, workflows, or downstream decisions that use or rely on the Services or Output; or
4. Customer's breach of Section 6.8 or Section 7.7,

and Customer will pay damages, costs, and settlement amounts finally awarded against Knowledge² or agreed in a settlement approved by Customer.

13.5 Procedures. The indemnified party must:

1. promptly notify the indemnifying party of the claim;
2. give the indemnifying party sole control of the defense and settlement of the claim, except that the indemnifying party may not settle a claim in a manner that admits fault or imposes non-monetary obligations on the indemnified party without the indemnified party's prior written consent; and
3. provide reasonable cooperation at the indemnifying party's expense.

Failure to provide prompt notice will relieve the indemnifying party of its obligations only to the extent it is materially prejudiced by the delay.

14. Limitation of Liability

14.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Ordinary Liability Cap.EXCEPT FOR ENHANCED CLAIMS AND CUSTOMER'S PAYMENT OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF:

1. THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO KNOWLEDGE² FOR THE AFFECTED SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM; OR
2. CAD $25,000.

IF CUSTOMER USED ONLY FREE SERVICES, KNOWLEDGE²'S TOTAL AGGREGATE LIABILITY UNDER THIS SECTION 14.2 WILL NOT EXCEED CAD $100.

14.3 Enhanced Claims. For claims arising from:

1. a party's breach of Section 11 (Confidentiality);
2. a party's indemnification obligations under Section 13;
3. unauthorized disclosure of Customer Content caused by a party's material failure to comply with Section 7.2; or
4. a party's fraud, gross negligence, or willful misconduct,

each party's total aggregate liability will not exceed the greater of:

1. two (2) times the Fees paid or payable by Customer for the affected Services during the twelve (12) months preceding the first event giving rise to the claim; or
2. CAD $250,000.

FOR CLARITY, CUSTOMER'S PAYMENT OBLIGATIONS ARE NOT LIMITED BY THIS SECTION 14.

14.4 Allocation of Risk. The parties acknowledge that the Fees and other commercial terms reflect the allocation of risk in these Terms and that these limitations will apply even if a limited remedy fails of its essential purpose.

15. Term, Renewal, Termination, Data Export, and Deletion

15.1 Term. These Terms begin on the earlier of the date Customer first accepts them or first uses the Services and continue until terminated in accordance with these Terms.

15.2 Subscription Term and Renewal. Each paid Subscription Term will be as stated in the applicable Order Form or ordering workflow. Unless the applicable Order Form states otherwise, paid subscriptions automatically renew for successive renewal terms of equal length unless either party gives notice of non-renewal at least 30 days before the end of the then-current Subscription Term.

15.3 Termination for Cause. Either party may terminate these Terms or an affected Order Form upon written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice of the breach, except that the cure period for non-payment is ten (10) days.

15.4 Termination of Free Services.Either party may terminate Customer's use of Free Services at any time for any reason.

15.5 Effect of Termination. Upon expiration or termination of these Terms or any affected Order Form:

1. all rights granted to Customer with respect to the affected Services immediately terminate;
2. Customer will promptly cease use of the affected Services; and
3. each party remains liable for amounts that accrued before termination.

15.6 Data Export.For managed Services, if Customer requests data export before termination or within thirty (30) days after the effective date of termination, and provided Customer has paid all undisputed Fees then due, Knowledge² will make commercially reasonable efforts to provide Customer with access to export Customer Content, Output, and Customer-Specific Models in the format or formats then generally supported by the Services.

15.7 Deletion and Retention.After the export period described above, Knowledge² may delete or deidentify Customer Content and Customer-Specific Models associated with the terminated Services, unless retention is required by law or permitted under an applicable data processing addendum. Deleted Customer Content may remain in backup copies, logs, or archival systems until deleted in the ordinary course, provided such retained copies remain subject to the confidentiality and security protections of these Terms.

15.8 Survival. Sections 1, 4.4, 4.6, 6, 7.5 through 7.9, 9 (for accrued payment obligations), 11, 12.5 through 12.7, 13, 14, 15.5 through 15.8, 16, 17 (as applicable to pre-termination changes), and 18 survive expiration or termination.

16. Publicity and Case Studies

16.1 Private Use.Unless an applicable Order Form states otherwise, and solely with respect to business customers, Knowledge² may use Customer's name and logo privately in investor communications, fundraising materials, financing materials, and diligence reference lists.

16.2 Public Marketing.Knowledge² will not use Customer's name, logo, or marks in public case studies, press releases, conference presentations, website marketing, or other public promotional materials without Customer's prior consent, which will not be unreasonably withheld, conditioned, or delayed. Customer may require branding and factual accuracy review and, if requested, will complete such review within ten (10) Business Days after receipt of the proposed materials.

16.3 Anonymized Materials. Either party may request that the parties collaborate on an anonymized case study or other anonymized reference materials that do not identify Customer.

17. Changes to These Terms, the AUP, and Policies

17.1 Updates.Knowledge² may update these Terms, the AUP, or the Privacy Policy from time to time. For material changes to these Terms or the AUP, Knowledge² will provide notice by posting the updated version on its website or in the console, by email, or by another reasonable means.

17.2 Effective Date of Changes. Unless a shorter period is required by law, security, abuse prevention, or operational necessity, material changes to these Terms or the AUP will become effective no earlier than thirty (30) days after notice.

17.3 Continued Use.Customer's continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms. If Customer does not agree to a material change to these Terms that materially and adversely affects Customer's rights with respect to a paid Subscription Term, Customer may provide written notice of non-acceptance before the change becomes effective and terminate the affected Services as of the effective date of the change, in which case Knowledge² will refund prepaid, unused Fees for the terminated portion of the affected Subscription Term.

18. General Provisions

18.1 Governing Law and Venue. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction and venue of the courts located in Toronto, Ontario, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction.

18.2 Notices.Notices under these Terms must be in writing and sent to the notice email or mailing address specified in the applicable Order Form, or if none is specified, to Customer's primary account email and to Knowledge² at hello@knowledge2.ai. Notices are deemed given upon verified email receipt, personal delivery, or the next Business Day after dispatch by nationally recognized courier.

18.3 Assignment.Neither party may assign these Terms, in whole or in part, without the other party's prior written consent, except that either party may assign these Terms without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by these Terms.

18.4 Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

18.5 Force Majeure.Neither party will be liable for any delay or failure to perform under these Terms, other than payment obligations, due to causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, war, terrorism, riots, civil unrest, epidemics, pandemics, governmental acts, internet or telecommunications failures, cloud infrastructure failures, or denial-of-service attacks not caused by the affected party's breach of these Terms.

18.6 Export Controls and Sanctions. Customer will not use, access, export, re-export, or transfer the Services in violation of applicable export control, trade, or sanctions laws.

18.7 U.S. Government End Users. The Services, software, and Documentation are "commercial computer software" and "commercial computer software documentation" within the meaning of applicable U.S. procurement laws and regulations, and any use, duplication, or disclosure by the U.S. Government is subject to these Terms.

18.8 Order of Precedence. In the event of a conflict among the contract documents, the following order of precedence applies: (a) the applicable Order Form; (b) any data processing addendum, solely for personal data processing matters; (c) any service level agreement or statement of work, solely for its stated subject matter; and (d) these Terms. The AUP supplements these Terms, and the stricter provision controls with respect to use restrictions and prohibited conduct.

18.9 No Third-Party Beneficiaries. Except as expressly stated in Section 13 with respect to indemnitees, these Terms do not create any third-party beneficiary rights.

18.10 Severability and Waiver. If any provision of these Terms is held unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect. A waiver of any breach or default is not a waiver of any other breach or default.

18.11 Entire Agreement; Electronic Acceptance. These Terms, together with any incorporated Order Forms, statements of work, service level agreements, data processing addenda, the AUP, and the Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous understandings regarding the same subject matter. These Terms may be accepted electronically, and electronic acceptance will have the same force and effect as an original signature.