TERMS AND CONDITIONS
Last Updated: April 21, 2025
SAAS SERVICES AND SUPPORT
1.1 Subject to the terms of this Agreement, Knock 2 AI LLC (“Company”) will use commercially reasonable efforts to provide “Customer” the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it reasonably deems inappropriate.
1.2 Subject to the terms hereof, Company will provideCustomer with reasonable technical support services.
RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
2.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
2.4 Privacy and Cookie Compliance
Customer acknowledges that Company does not provide privacy notices, cookie banners, or consent management tools as part of the Services. Customer is solely responsible for ensuring its own compliance with all applicable data protection, privacy, and consumer protection laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other similar laws.Customer shall:
(a) Implement legally sufficient privacy policies and disclosures on its websites and applications;
(b) Obtain any necessary end-user consents for the use of cookies, tracking technologies, or any other data collection facilitated by the Services; and
(c) Clearly disclose the use of Knock2’s Services in its privacy policy where required by law.Customer agrees to fully indemnify, defend, and hold harmless Company and its officers, employees, contractors, and agents from any and all claims, damages, fines, regulatory actions, or losses arising out of or related to Customer’s failure to comply with applicable privacy laws or to obtain the necessary user consents for data processing activities performed via the Services.
CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
3.2 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed, and (c) all intellectual property rights related to any of the foregoing.
3.3 Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, as reasonably necessary, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
3.4 The Company undertakes to ensure compliance with all applicable data protection laws and regulations, including, but not limited to, the General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”), and any other relevant legislation governing the processing of personal data. The Company also commits to adhering to the security policies shared with the Customer during the conclusion of this Agreement, including the Change Management Policy, Data Disposal Policy, Incident Response Policy, Information Security Policy, Privacy Policy, PII Treatment Management Process, and Third-Party Risk Assessment Process (collectively referred to as the “Security Policies”). Compliance with the Security Policies is an integral part of this Agreement.
PAYMENT OF FEES
4.1 Customer will pay Company the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 90 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department. Any usage beyond the Customer’s monthly plan limits will be automatically billed via a separate invoice, as described in Section 6.3.
4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the receipt date of the invoice. Unpaid and undisputed amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
TERM AND TERMINATION
5.1 The subscription term is for one (1) month and will automatically renew at the end of each month unless either party provides a cancellation notice. Customer must give a 30-day notice before the cancellation date to prevent renewal. Company reserves the right to change the Fees at the end of any renewal term upon thirty (30) days’ prior notice to Customer (which may be sent by email).
5.2 In addition to any other remedies it may have, either party may terminate this Agreement upon thirty (30) days' notice (or without notice in the case of undisputed nonpayment) if the other party materially breaches any of the terms or conditions of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice.
5.3 Upon termination, Customer will pay in full for the Services up to and including the last day on which the Services are provided. Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days following termination. After this period, Company will permanently delete all stored Customer Data unless legally required to retain it.
5.4 All sections of this Agreement that by their nature should survive termination will survive termination, including, but not limited to, confidentiality obligations, warranty disclaimers, indemnity, and limitations of liability.
PRICING PLANS6.1 Subscription Plans
The Services are offered under the following subscription tiers. Each plan includes a monthly usage allowance for Account Identifications and Contact Identifications:
Plan | Monthly Price | Account IDs | Contact IDs
Launch | $99 | 500 | 50
Scale | $399 | 5,000 | 500
Enterprise I | $1,000 | 20,000 | 1,000
Enterprise II | $2,000 | 40,000 | 5,000
Enterprise III | $3,000 | 100,000 | 10,000
*Note: Contacts include both direct person-level identifications and prospect matches based on customer-defined criteria.
6.2 Add-On Pricing
Customers may purchase additional usage beyond their selected plan at the following monthly rates:
Additional Account Identifications:
- 1,000 for $59/month
- 5,000 for $199/month
- 10,000 for $399/month
Additional Contact Identifications:
- 100 for $20/month
- 500 for $85/month
- 2,000 for $300/month
6.3 Overage Charges
If Customer exceeds the monthly usage limits included in their selected plan (as defined in Section 6.1), Company will automatically apply overage charges in accordance with the Add-On Pricing rates set forth in Section 6.2. These charges will be calculated based on actual usage beyond plan limits and invoiced separately at the end of each calendar month.
Pricing is subject to change with thirty (30) days’ notice, as outlined in Section 4.1 of these Terms.
WARRANTY AND DISCLAIMER
7.1 Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
INDEMNITY
8.1 Company shall indemnify, defend and hold Customer harmless from and against any judgments, losses, damages, liabilities, costs, or expenses (including, but not limited to, attorneys’ fees and legal expenses) Customer may suffer or incur in connection with any actual or threatened claim, demand, action, or other proceeding by any third party resulting from infringement by the Service of any intellectual property, including any patent or any copyright, misappropriation of any trade secret, or any other rights of a third party provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
LIMITATION OF LIABILITY
9.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION, WILFUL MISCONDUCT OR GROSS NEGLIGENCE, LIABILITY WHICH CANNOT BE RESTRICTED OR LIMITED BY LAW OR LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER CLAUSE 7, THE PARTIES AND THEIR RESPECTIVE SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND THE PARTY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY OR CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
MISCELLANEOUS
10.1 If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by either Party except with the other Party’s prior written consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions.
Marketing and Publicity
11.1 Unless otherwise agreed in writing, Customer grants Company the right to use Customer’s name, logo, and non-sensitive usage data (including anonymized metrics such as visit volume, engagement rates, and aggregated behavior patterns) for marketing, promotional, and informational purposes. This may include, but is not limited to, public case studies, blog posts, podcasts, webinars, social media content, and sales materials.Company will not disclose any personally identifiable information or confidential business details without Customer’s prior written consent. If Customer prefers not to be referenced publicly, they may opt out at any time by providing written notice to
support@knock2.ai, in which case Company will remove or anonymize all such references going forward.
