THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU MUST REVIEW THIS DOCUMENT IN ITS ENTIRETY, INCLUDING THE DISPUTE RESOLUTION SECTION BELOW, BEFORE USING THE PLATFORM.
THESE TERMS OF SERVICE GOVERN YOUR SUBSCRIPTION TO AND USE OF THE PLATFORM AND SERVICES. PLEASE READ THESE TERMS OF SERVICE CAREFULLY. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. BY COMPLETING THE REGISTRATION PROCESS, CREATING AN ACCOUNT OR ACCESSING OR USING ANY OF THE PLATFORM AND/OR SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH HIGHLEVEL, (3) THE INFORMATION YOU PROVIDED IN CONNECTION WITH YOUR REGISTRATION FOR THE PLATFORM/SERVICES IS TRUE, ACCURATE AND COMPLETE, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE PERSONALLY OR ON BEHALF OF THE BUSINESS ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT BUSINESS ENTITY TO THE AGREEMENT. CERTAIN PORTIONS OF THE PLATFORM MAY BE SUBJECT TO “OPEN SOURCE” OR “FREE SOFTWARE LICENSES”. SUCH COMPONENTS WILL BE GOVERNED BY THE TERMS OF THEIR RESPECTIVE TERMS OF USE AND NOT BY THESE TERMS.
ONCE ACCEPTED, THESE TERMS OF SERVICE, IN COMBINATION WITH OUR
PRIVACY POLICY,
DATA PROCESSING AGREEMENT, AND
AFFILIATE AGREEMENT
(WHEREVER APPLICABLE) (COLLECTIVELY THE “TERMS”), BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU (OR THE BUSINESS ENTITY THAT YOU REPRESENT) AND KNOTSKOOL INC. AND ITS RESPECTIVE OFFICERS, DIRECTORS, BUSINESS AFFILIATES, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO AS “KNOTSKOOL,” “WE” OR “US”) AND WILL GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM AND ALL OTHER INTERACTIONS WITH KNOTSKOOL RELATED TO THE PLATFORM.
KnotSkool reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Your continued use of the Platform following the posting of any revised Terms constitutes your acceptance and agreement to the updated Terms.
1. Use of Platform
1.1. Restrictions.
You must be at least 16 years old to use the Platform. By accepting these Terms, or using the Platform, you represent that you are at least 16 years old. You may not use the Platform if You are an employee, partner, or director of our Competitors or intend to gain access to the Platform in order to compete with the Platform.
1.2 Platform Account Ownership.
Your use of the Platform is conditioned on your provision of complete, current, and accurate information when registering for a Account. The Platform is intended for individual use or in connection with an individual’s trade, craft, or profession. As the individual who accepts these Terms, You are the owner of the Account. If multiple parties claim to be the “owner” of a particular account, KnotSkool will deem the owner to be the person who can demonstrate their ownership (in whole or in part) of the underlying entity for which the Account was created by providing government-issued documentation of such ownership. If KnotSkool is unable to determine the rightful owner of the Account, KnotSkool reserves the right to suspend or terminate the Account until the disputing parties have mutually agreed on ownership or until a court has ordered KnotSkool to grant access to a specific individual.
1.3 Intended Use.
You may use the Platform only as intended for lawful purposes and in accordance with these Terms. You agree that You will not use the Platform in any way that violates any applicable law or regulation or engage in any Prohibited Uses. In addition, you represent and warrant that: (i) You will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms; (ii) You are fully responsible for your actions; (iii) You will not misrepresent the Platform or the Services; (iv) You will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication provider;
and (v) You will not directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms; (vi) You will not modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by us); and (vii) You will not remove any proprietary notices or labels
1.4 Compliance:
You will be solely responsible for your use of the Platform and Services, including the quality and integrity of any data and other information, including Information, made available to us by or for you through the use of the Platform.
1.5 Privacy.
By using the Platform and providing Information on or through the Platform, you consent to KnotSkool’s use and disclosure of the Information in accordance with the Privacy Policy. You agree that KnotSkool has no responsibility or liability for the deletion or failure to store any Information or content maintained or transmitted on or through the Platform.
1.6 Login Credentials.
You are responsible for maintaining the confidentiality of your Login Credentials. You are responsible for all uses of your Platform Account and Login Credentials. You agree to notify KnotSkool immediately of any unauthorized access to or use of your Platform Account or Login Credentials or any other breach of security. KnotSkool reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in KnotSkool’s opinion, you have violated any provision of these Terms. Platform Accounts are non-transferable. You are obligated to take preventative measures to prohibit unauthorized users from accessing your Platform Account with your Login Credentials. You give consent to KnotSkool to access and monitor your Platform Account and your customer’s accounts for support and security purposes, and/or to perform its obligations under these Terms or to enforce these Terms.
1.7 Third Party Services.
You may choose to access certain Third-Party Services through the Platform. You are responsible for enabling and managing the integration of each Third-Party Service. You acknowledge that by purchasing or integrating Third Party Services through the Platform, you grant permission to KnotSkool to share your data with the Third-Party Services providers in order to facilitate the integration and use of the Third Party Services through the Platform. KnotSkool is not responsible for, and KnotSkool hereby disclaims any liability for, any act or omission of any Third-Party Services provider or the operation of any Third-Party Services, including access to, modification of, or deletion of data, regardless of whether KnotSkool endorses, approves, promotes, or supports any such Third-Party Services. You hereby irrevocably waive any claim against KnotSkool with respect to the content or operation of any Third-Party Services. Your use of the Third-Party Services is governed by Your agreement with such Third Party, including any supplemental policies imposed by the Third Party. You are solely responsible for reviewing and complying with any terms of use, privacy policies or other terms governing your use of these Third-Party Services, which you use at your own risk. KnotSkool disclaims all liability related to outages or downtime of Third Party Services.
KnotSkool does not guarantee the interoperation, integration, or support of any Third-Party Services nor give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services. KnotSkool may, at any time, in its sole discretion, modify the Platform or Services, which may impact interoperation, integration, or support of Third-Party Services.
1.8 Third Party Content.
The Platform may include Third Party Content. Your use of Third Party Content is entirely at your own risk and discretion. All statements and opinions expressed in Third Party Content are solely the opinions and the responsibility of the third party and do not necessarily reflect the opinion of KnotSkool. KnotSkool is not responsible for Third Party Content and makes no endorsements, representations or warranties and assumes no liability, obligation or responsibility for Third Party Content. You are responsible for ensuring that your engagement or transactions with Third Party Content is in compliance with these Terms and any applicable laws.
1.11 Platform Updates.
KnotSkool reserves the right to make updates or changes to the Platform at any time, including changes that may affect the previous mode of operation of the Platform. You agree that your use of the Platform or purchase of Services is not contingent on KnotSkool’s future delivery or release of any functionality or feature, including but not limited to the continuation of a certain Service or any Third-party Service.
1.12 Restrictions.
You are prohibited from participating in any illegal, deceptive, misleading or unethical practices including, but not limited to, disparagement of the Platform or Services or other practices which may be detrimental to the Platform or Services, KnotSkool or the public interest.
You will not, nor make any attempt to, acquire any rights in the Platform or any of its components. You are prohibited from representing yourself as a KnotSkool employee or otherwise.
1.13 Suspension and Termination.
We may suspend or terminate your account, with or without notice.
2. Code of Conduct.
You represent and warrant that, when using the Platform, you will comply with the Code of Conduct set forth in Exhibit A. KnotSkool reserves the right to seek all remedies available to it in the event that You violate this Agreement, including the Code of Conduct, up to and including termination of your Account.
3. Payment
3.1 Fees and Auto-Renewal.
You agree to provide us with accurate and complete billing information (name, address, credit card information, and phone number) and notify us of any changes within 10 days of the change. Your use of the Platform is subject to the timely payment of your Membership Fees. Fee rates and amounts may change from time to time. Fees for subscription services will be billed in advance of Services on a monthly or annual basis, depending on your subscription plan. We will automatically charge the card on file when your Fees become due.
3.2 Late Payments and Payment Disputes.
If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for the Services you have purchased, we will re-attempt to charge the card on file for a period of 7 business days. If, after re-attempting to charge your card, we are still unable to process the transaction, your Platform Account may be force-canceled for non-payment in KnotSkool’s sole discretion. Additionally, we may require you to pay any overdue Fees and other amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses. In the event that you dispute any charges on your invoice, You must notify us in writing within thirty (30) days of the invoice date. You must pay all invoiced Fees and charges while the dispute is pending or you waive the right to pursue the dispute. Where you are disputing any Fees or charges, you must act reasonably and in good faith and cooperate diligently with us to resolve the dispute. All KnotSkool determinations regarding your obligation to pay invoiced Fees and charges are final.
3.3 Cancellations.
You may cancel your subscription through your Platform Account. You are solely responsible for the cancellation of Services associated with your account, and, subject to other provisions of these Terms, you will be responsible for all Fees incurred until such cancellation occurs. No refunds will be provided for your failure to properly cancel the Services associated with your account.
3.4 Refunds
All Fees assessed by KnotSkool are non-refundable, including subscription Fees, and KnotSkool’s resale of Third Party Services, regardless of whether you actually accessed or used the Platform Account or Services during your subscription period. You are solely responsible for any excess Fees incurred by You as a result of an error or omission made by You or a third party. KnotSkool does not provide Fee refunds or credits for such errors or omissions, or for partially used or unused Platform or Services subscriptions. Except as may be required by law, KnotSkool reserves the right to issue or deny a refund or credit in its sole and absolute discretion, at any time, for any reason, and KnotSkool’s determination of if and when to issue or deny a refund or credit is final.
4. Affiliate Program.
KnotSkool offers an Affiliate Program under which commissions can be earned for referring new customer to KnotSkool. Your participation in the Affiliate Program is subject to KnotSkool’s approval and your acceptance of the Affiliate Agreement, a copy of which is available here and is incorporated herein by reference. You must establish a payment account linked to your KnotSkool account in order to earn and receive commission payouts. Commissions may be forfeited if KnotSkool is unable to submit payment to your payment account for any reason. Employees of KnotSkool are not eligible to participate in the Affiliate Program or earn commissions for at least six (6) months after termination of their employment with KnotSkool.
5. Intellectual Property
5.1 Platform Content.
The Platform and Platform Content are the property of KnotSkool or its licensors and are protected by copyright, trademark and other intellectual property laws, except as indicated below. Platform Content does not include User Contribution(s), as defined below. KnotSkool grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and use the Platform Content while using the Platform for the purpose of making the Platform available to You. Any other use, including the reproduction, modification, distribution, transmission, republication, framing, display or performance of Platform Content without prior permission of KnotSkool is strictly prohibited.
5.2 KnotSkool Marks and Advertisements.
KnotSkool’s name, logo, or Marks are trademarks and service marks of KnotSkool and may not be used without advance written permission of KnotSkool, including but not limited to as part of any company name or domain name or in connection with any product or service that is not provided by KnotSkool, or in any manner that is likely to cause confusion, or in any manner that disparages, discredits, or misrepresents KnotSkool. Other products or company names mentioned on the Platform may be trademarks or service marks of their respective owners. Third-party websites may feature KnotSkool Marks, with or without authorization, and such usage of KnotSkool Marks does not constitute or imply any approval, sponsorship, or endorsement by KnotSkool. You will not (i) make any unauthorized representations, warranties or false, misleading or deceptive statements regarding KnotSkool, its Platform and Services (ii) include KnotSkool or any of its Services or the Platform in any of your comparative and/or marketing advertisements.
5.3 User Contributions.
User Contributions are considered non-confidential and non-proprietary. You grant KnotSkool, our service providers and each of their licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose User Contributions to third parties for the sole purpose of fulfilling KnotSkool’s obligations under these Terms. KnotSkool is not responsible or liable to any third party for the content or accuracy of any User Contributions, nor do we endorse the User Contribution of third parties. KnotSkool is not responsible for any failure or delay in removing User Contributions that violate the Terms. KnotSkool reserves the right to delete or otherwise remove any User Contributions we deem to be in violation of these Terms, with or without notice, at any time, for any reason. You represent and warrant that: (i) You own or control all rights in and to the User Contributions and have the right to grant the license granted above; (ii) All of your User Contributions comply with these Terms; and (iii) You understand and acknowledge that you are responsible for the legality, reliability, accuracy and appropriateness of your User Contribution.
5.4 Prohibited User Contributions.
You are prohibited from posting User Contributions on the Platform that: (i) Are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content; (ii) Victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or otherwise; (iii) Infringe any patent, trademark, trade secret, copyright, right of publicity, or other proprietary or intellectual property right of any party; or (iv) Breach the security of, compromise or otherwise allow access to secured, protected or inaccessible areas of the Platform, or attempt to gain access to other networks or servers via your Platform Account.
5.5 Feedback.
If you provide Feedback, you agree and acknowledge that your submission of Feedback is voluntary, non-confidential, and gratuitous, and KnotSkool and its affiliates have no obligation to use the Feedback. You grant KnotSkool and its designees a perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free license to use any Feedback you submit to KnotSkool without restrictions or payment or other consideration of any kind, or permission or notification to you or any third party. The license includes, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Feedback, and all rights therein, in the name of KnotSkool or its designees throughout the universe in perpetuity in any and all media now or hereafter known.
5.6 Feedback Waiver.
You hereby irrevocably release and forever discharge KnotSkool from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against KnotSkool with respect to the Feedback, including without limitation how KnotSkool directly or indirectly uses the Feedback. You agree that you are responsible for the content of the Feedback and further agree (at KnotSkool's option and at your sole expense) to defend, indemnify, and hold KnotSkool harmless from any and all actions, claims, and liabilities, demands, whether absolute or contingent and of any nature whatsoever, damages, losses, costs, fees, fines or expenses, including reasonable attorneys' fees, which KnotSkool may incur as a result of use of the Feedback in accordance with these Terms.
5.7 Copyright; Digital Millennium Copyright Act.
KnotSkool is an online service provider and is afforded safe harbor from copyright infringement liability under the Digital Millennium Copyright Act under 17 U.S.C. § 512. If you believe that Your copyrights have been infringed by a KnotSkool user, or that your intellectual property rights have been otherwise violated by a user of our Platform, you should notify us of your infringement claim in accordance with the procedure set forth below. You may submit a DMCA Takedown Request or a DMCA Counter-Notice. If you include any personally identifiable information in your DMCA Takedown Request or Counter-Notice, you consent to the disclosure of that personally identifiable information when providing a copy of the Takedown Notice of Counter-Notice to the intended recipient and/or their representatives.
Upon receipt of a fully compliant DMCA Takedown Request, KnotSkool will notify and provide a copy of the DMCA Takedown Request to the alleged infringer. KnotSkool will make reasonable efforts to remove the allegedly infringing content in a reasonable amount of time after receipt of the fully compliant DMCA Takedown Request.
The alleged infringer may submit a DMCA Counter-Notice. Upon receipt of a fully compliant DMCA Counter-Notice, KnotSkool will send a copy of the Counter-Notice to the original complaining party. Unless the original complaining party files an action seeking a court order against the content provider, member or user, the removed content may be reposted, or access to it restored, in 10 business days or more after receipt of the Counter-Notice, at KnotSkool’s sole discretion.
To be effective, the notification must be in writing and contain the information below. DMCA Takedown Requests or Counter-Notices that do not comply with the following requirements will be rejected and not processed:
For DMCA Takedown Requests:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Platform, with enough detail that we may locate it;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
For Counter-Notices:
- your physical or electronic signature;
- identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- a statement that you have a good-faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
5.8 Usage Data.
KnotSkool may access, collect, analyze, and use the data, information, or insights generated or derived from the provision, use and performance of the Platform, the Service and related software, programs, and technologies (“Usage Data”) in accordance with our Privacy Policy. KnotSkool owns all such Usage Data. If KnotSkool desires to disclose any Usage Data, then KnotSkool will anonymize all Usage Data in such disclosure and disclose such Usage Data in aggregate form only in a manner that does not identify You or your customers and would not permit a third party to identify You or your customers.
6. Disclaimers
THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. YOUR USE OF THE PLATFORM IS AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. YOU AGREE THAT KNOTSKOOL HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY INFORMATION OR CONTENT MAINTAINED OR TRANSMITTED ON OR THROUGH THE PLATFORM.
WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (D) CERTAIN FEATURES WILL BE ADDED TO THE PLATFORM, OR (E) THE QUALITY OF THE PLATFORM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE THAT KNOTSKOOL IS NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK.
KNOTSKOOL MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY OR THIRD PARTY SERVICES, OR IN CONNECTION WITH THE PLATFORM, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM FROM A THIRD PARTY OR THROUGH THIRD PARTY SERVICES IS PROVIDED SOLELY BY SUCH THIRD PARTY.
WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR FEE-BASED SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON THIS PLATFORM SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
BETA PRODUCTS OR EARLY RELEASE PRODUCTS.
FROM TIME TO TIME, YOU MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH KNOTSKOOL WHERE YOU GET TO USE EARLY RELEASE OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY KNOTSKOOL. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. KNOTSKOOL DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. YOU OR KNOTSKOOL MAY TERMINATE YOUR ACCESS TO THE BETA PRODUCTS AT ANY TIME.
7. Limitation of Liability, Indemnification, and Mitigation
Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of the Platform or the Services shall be limited to the amount you paid us for Services purchased on the Platform during the three (3) month period before the act giving rise to the liability, provided however, this limitation will not apply to you if you only use the free Services, and in this case, if KnotSkool determines to have any liability to you or any third party arising from your use of the free Services, then KnotSkool’s aggregate liability will be limited to one hundred Canadian dollars.
IN NO EVENT SHALL KNOTSKOOL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR THIRD PARTY SERVICES OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE PLATFORM.
FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY SERVICES OR DISRUPTIONS THEREOF, OR THIRD PARTY PROMISES AND/OR STATEMENTS REGARDING OUR PLATFORM SERVICES OR CONTENT OR FOR TRANSACTIONS WITH THE THIRD PARTY THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
You agree to defend, indemnify, and hold KnotSkool harmless against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform
(“Claims”), including, but not limited to: (a) our use of or reliance on information or data supplied or to be supplied by you, your employees, agents, or customers; (b) any breach of or default under these Terms
by you, your employees, agents, or customers; (c) the wrongful use or possession of any KnotSkool property by you, your employees, agents, or customers; (d) any negligence, gross negligence or willful misconduct by you or your employees, agents, or customers; (e) misrepresentations by you, your employees, agents, or customers (f) violation(s) of applicable law by you, your employees, agents, or customers, (g) your actions and the actions of your employees, agents, or customers; (h) the acts or omissions of you, your employees, agents, or customers in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email or other communications using the Services, (i) Taxes and other Fees and/or (j) any disputes between (1) you and other users (2) you and your client(s) and/or (3) your customers.
If the Platform is found to violate any third-party intellectual property right, at our option we may: (a) obtain the right for you to continue to use the Platform as contemplated by these Terms; (b) modify or replace the Platform, in whole or in part, to seek to make the Platform non-infringing; or (c) require you to immediately cease any use of the Platform.
8. Limitation On Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
9. Injunctive Relief
You agree that a breach of these Terms will cause irreparable injury to KnotSkool for which monetary damages would not be an adequate remedy, and KnotSkool shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.
10. Waiver And Severability
No waiver by KnotSkool of a term or condition set forth in these Terms shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of KnotSkool to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
11. Change of Control
KnotSkool may assign its rights under these Terms at any time, without notice to you. You may not assign your rights under these Terms without KnotSkool’s prior written consent which may be withheld at KnotSkool’s sole discretion.
12. Entire Agreement
Except as noted below, these Terms constitute the sole and entire agreement between you and KnotSkool with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform. These Terms may not be altered, supplemented, or amended by the use of any other document(s) unless such document is signed by an authorized representative of KnotSkool.
KnotSkool may enter into a separate agreement with you. The terms of any separate agreement between you and KnotSkool will be considered a part of your entire agreement with KnotSkool. To the extent there is a conflict between these Terms and the terms of your separate agreement with KnotSkool, your separate agreement with KnotSkool will control.
13. Term and Termination.
These Terms will remain in full force and effect so long as you maintain an Account. The sections of these Terms that are intended to survive termination of your Account will remain binding even after you are no longer a Platform user.
13.1 Grounds for Termination.
You agree that KnotSkool, in its sole discretion, may suspend or terminate your access to the Platform (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Platform, and reporting you to the proper authorities, if necessary. KnotSkool reserves the right to delete Platform Accounts that have remained inactive for ninety (90) days or more.
13.2 No Right to Services Upon Termination.
Upon termination and regardless of the reason(s) motivating such termination, your right to use the Platform will immediately cease. KnotSkool is not liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us with regards to your Platform access.
13.3 No Termination by Third Party Users.
KnotSkool has limited access to subscriptions not directly purchased from us. Any user who has been given access to the Platform by any party other than KnotSkool must contact the party who originally provided access to the Platform for any inquiries related to termination.
13.4 Force Majeure.
In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Platform or any associated product or service through the Platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
14. Applicable Law, Binding Arbitration, and Class Action Waiver
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.
The laws of the Province of Ontario will govern these Terms of Service and any disputes under them, without giving effect to any principles of conflicts of laws. These Terms may be translated into different languages—only the English version is valid and enforceable.
The arbitration proceedings shall be held in Ottawa, Ontario. Any arbitration award may be entered in a court of competent jurisdiction.
All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.
15. Communications and Contact Information
All notices to a party shall be in writing and shall be made via email. Notices to KnotSkool must be sent to
. You agree to allow us to submit notices to you either through the email address you provided when registering, or to any address we have on record.
Notices are effective on receipt.
KnotSkool may contact you regarding these Terms using any information you provide, or by any other means if you do not provide contact Information. If you no longer wish to receive communications from HighLevel, you can click on the “unsubscribe link” provided in such communications.
When you create a Platform Account, you must designate a primary email address that will be used for receiving electronic communication related to these Terms. KnotSkool will never send you an email requesting confidential information such as account numbers, usernames, or passwords, and you should never respond to any email requesting such information. If you receive such an email purportedly from KnotSkool, do not respond to the email and notify KnotSkool by emailing us at
15.1 “Competitor” shall include, but not be limited to, any entity carrying on a business of knot education or knot community offering one or more services offered by the Platform, or any entity carrying on a business similar to the business of KnotSkool Inc., as determined by KnotSkool in its sole discretion.
15.2 "Feedback” means ideas You provide to KnotSkool regarding improvements, enhancements, new features, new products, or other concepts related to the Platform, Services, or other services, products, matters related to KnotSkool’s or its affiliates’ business. “Feedback” includes any ideas posted to KnotSkool.
15.3 “Fees” means any fees associated with the Platform, including but not limited to the monthly subscription services fee and any fees associated with add-in Services that you may purchase.
15.4 "KnotSkool Marks” means the KnotSkool name and related logos and service marks of KnotSkool.
15.5 “Information” means data about You KnotSkool collects on the Platform, including but not limited to information required to create a Platform Account and use the Platform for the intended purpose.
15.6 “Login Credentials” means the username and password used to access your Platform Account, including API keys and access to third party integrations used with the Platform.
15.7 “Materials” means Your trademarks, copyright content, any tangible products or services you sell through the Platform (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or KnotSkool or its affiliates.
15.8 “Platform” means any Services, Training, content, functionality, communication channels, and software or other services or features offered to customers on or through KnotSkool website or mobile application.
15.9 “Platform Account” means the account you created in order to access and use the Platform.
15.10 “Platform Content” means content, data, features, and functionality, including but not limited to text, graphics, videos, logos, button icons, databases, music, sounds, images, or other material that can be viewed on the Platform. Platform Content does not include User Contributions.
15.11 “Prohibited Uses” means the behaviors described in Section 3.
15.12 “Services” means the variety of product integrations and services that KnotSkool makes available on the Platform. Services may include Third Party Services.
15.13 “Sub-Account” means a subscription for one business under a Platform Account.
15.14 “Third Party Content” means content, promotions or offers provided by third parties or links to external third-party websites that may be accessible on the Platform.
15.15 “Third Party Services” means third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services offered by a third party through the KnotSkool Platform.
15.16 “Training” means any training, information or suggested usages conveyed by KnotSkool about the Platform.
15.17 “User Contributions” means content or materials that you post, submit, upload, publish, display, or transmit on or through the Platform or to KnotSkool directly.
15.18 “You” or “you” or any derivatives thereof means the individual who accepted the Terms or the business entity that the individual represents. “You” also includes any and all agents, employees, or third parties that are authorized to act on your behalf.
EXHIBIT A
CODE OF CONDUCT
The following are considered Prohibited Uses of the Platform. Engaging in a Prohibited Use is a material breach of these Terms for which KnotSkool may immediately suspend or terminate your Account in accordance with these Terms:
- Use of the Platform in any way that violates any applicable law or regulation.
- Use of the Platform to exploit, harm, or attempt to exploit or harm anyone in any way.
- Use of the Platform to send, receive, upload, download, use, or re-use any material that does not comply with these Terms.
- Use of the Platform to transmit, or procure the sending of any unlawful advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
- Impersonating or attempting to impersonate KnotSkool, a KnotSkool employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
- Engaging in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform
- Engaging in any conduct that may, as determined by KnotSkool, harm Platform users or KnotSkool, or expose either to liability.
- Use of the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use of the Platform, including their ability to engage in real time activities through the Platform.
- Use of any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
- Use of any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without KnotSkool’s prior written consent.
- Use of any device, software or routine that interferes with the proper working of the Platform.
- Introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
- Attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, any server, computer, or database connected to the Platform.
- Attacking the Platform via a denial-of-service attack or a distributed denial-of-service attack.
- Otherwise attempting to interfere with the proper working of the Platform.
- Child sexual exploitation or abuse content.
- Sexually explicit content.
- Generation of hateful, harassing, or violent content.
- Abusive or fraudulent conduct.
- This includes but is not limited to:
- Promoting or facilitating the generation or distribution of spam, fraudulent activities, scams, phishing, or malware;
- Compromising cybersecurity systems or gaining unauthorized access to violate the integrity of any user, network, computer or communications system, software application, or network or computing device;
- Violate any natural person’s rights, including privacy rights as defined in applicable privacy law;
- Appropriating confidential or personal information;
- Impersonating a human by presenting results as human-generated;
- Engaging in disinformation campaigns;
- Astroturfing, or the generation of fake grassroots support or fake review information;
- Plagiarize or engage in other forms of academic dishonesty.
- Illegal or highly regulated goods or services content, or other activity that has a high risk of economic or physical harm. This includes but is not limited to:
- Engaging in any illegal activity;
- Providing instructions on how to commit or facilitate any type of crime;
- Gambling;
- Payday lending;
- Cryptomining practices;
- Automatic determinations of eligibility for credit, employment, educational institutions, or public assistance services;
- Engaging in unauthorized practice of law or seeking unreviewed legal advice;
- Engaging in unauthorized practice of medicine or seeking unreviewed medical advice;
- Providing unauthorized financial advice;
- Law enforcement application or criminal justice decisions;
- Military or warfare application, weapons development;
- Management or operation of critical infrastructure in energy, transportation, and water;
Political campaigning or lobbying in violation of campaign laws