SaaS Terms of Service Agreement

Revision date: October 1, 2023 

PLEASE READ CAREFULLY - THIS IS A BINDING CONTRACT 

THIS KNOCK KNOCK SaaS TERMS OF SERVICE AGREEMENT (“AGREEMENT”) IS  A BINDING AGREEMENT BETWEEN KNOCK KNOCK LLC AND ITS AFFILIATES  (COLLECTIVELY, “KNOCK KNOCK”, “WE”, “US”, OR “COMPANY”) AND THE  INDIVIDUAL OR LEGAL ENTITY LICENSING THE SOFTWARE AND/OR SERVICES  UNDER THIS AGREEMENT (COLLECTIVELY “YOU” OR “CUSTOMER” AND  TOGETHER WITH KNOCK KNOCK LLC, THE “PARTIES”) 

BY CLICKING THE “ACCEPT” BUTTON FOR THIS AGREEMENT OR ACCEPTING  ANY MODIFICATION TO THIS AGREEMENT IN ACCORDANCE WITH THE TERMS OF SERVICE BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ,  UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS  AGREEMENT AND ANY OTHER APPLICABLE LAWS. IF YOU ARE ENTERING INTO  THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU  REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE LEGAL  ENTITY TO THIS AGREEMENT, IN WHICH CASE “YOU” SHALL MEAN SUCH  ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE  WITH THE TERMS OF THIS AGREEMENT IN FULL, YOU MUST SELECT THE  “DECLINE” BUTTON AND YOU MAY NOT USE THE SERVICES.

Preamble 

Knock Knock has developed and owns software solutions, including but not limited to  Kanvas and Revere, that provide marketing data to business customers who offer a  range of services to consumer households (collectively the “Services”). Such solutions  are provided to these business customers on a Software-as-a-Service (“SaaS”) basis;  and 

This Agreement governs the Parties’ relationship in connection with the Customer’s  Subscription, as well as its End User’s access to and usage of the Services (as defined  below). 

1. Acceptance of Terms of Service 

1.1 By subscribing to any of our Services via our Website at KnockKnock.ai or via a  purchase agreement, You accept these Terms of Service (“TOS”) of Knock Knock, as  well as our website Terms of Use and Privacy Policy, which are hereby incorporated  into these TOS. 

1.2 The Services may be accessed either as an individual or on behalf of a company or  organization. In the case of the latter, You warrant (i) that You are authorized to  represent the company or organization and (ii) that You accept the TOS on behalf of the  company or organization. 

1.3 You agree that Knock Knock may modify this Agreement or any policy or other  terms referenced in this Agreement at any time by posting a revised version of the 

Agreement or other terms on the Knock Knock Website. The revised Agreement or  terms shall be effective upon posting and all contract renewals will be subject to the  TOS in effect at the time of the renewal. By continuing to use or receive the Services  after the effective date of any revisions to this Agreement or any other terms, you agree  to be bound by the revised Agreement or any other terms. It is your responsibility to  check the Knock Knock Website regularly for changes to this Agreement or other terms,  as applicable. Knock Knock last modified this Agreement on the date set forth at the top  of this Agreement. 

2. License and Access to Services 

2.1 Subject to these TOS, we grant the Customer a limited, non-transferable and non exclusive right to access and use Knock Knock’s proprietary and hosted software  services, including Kanvas and/or Revere, and the related documentation (the  “Software” or “Service”) via a web browser and/or Chrome extension.  

2.2 Knock Knock is hosting the Services and makes the Services available to You for  usage via a web browser and/or Chrome extension. Knock Knock is not obligated to  make available or deliver any copies of programs or code in any way, shape or form.  

Nothing in these TOS shall be interpreted as granting any license of intellectual property  rights to you. Nothing in these TOS shall transfer any rights in or to the Services other  than those rights specifically contained in this agreement.  

3. Acceptable Use

3.1 All Services furnished to Customer under this Agreement, including the data derived  from use of Services (“Data”), shall be used by Customer only for Customer’s internal  business purposes, shall not be reproduced or copied in whole or in part. You shall not  (i) copy, modify, alter or create derivative works from the Services; (ii) lease, rent,  distribute, or resell the Services or any Data derived from the use of the Services; (iii) or  use the Services or exploit any part of the Services as the basis for creating a  competing solution (or assisting a third party to do so).  

3.2 You shall use the Services and Data in compliance with your applicable local,  regional, national, and international laws, rules and regulations. 

3.3 You shall not use any robot, spider, another automated or manual process to  monitor, scrape, or copy any content or Data from Knock Knock’s software or website. 

3.4 Our Services are only available in the United States to individuals or companies that  reside and/or operate within the United States, except for the State of California. We do  not offer our Services to any individuals or entities located within the State of California  

or to any Customer located and/or operating outside the United States. If you are a  citizen of the European Union, please do not use our Services or Website, as they are  not intended for your use. 

3.5 If Knock Knock, in its sole discretion, has reasonable grounds to believe that  Customer is utilizing the Services or Data in a manner that violates the foregoing  acceptable use standards, Knock Knock may terminate this Agreement and/or suspend  the Services immediately, with or without notice to Customer.

4. Force Majeure 

The paid license granted to You includes basic support at no additional charge. This  includes reasonable efforts to make the Service available 24 hours a day, 7 days a  week, except for: (a) planned downtime, or (b) any unavailability caused by  circumstances beyond Our reasonable control, including without limitation: acts of God,  acts of government including changes to applicable laws or regulations, natural  disasters, power blackouts, acts of terror, strikes or other labor events (other than those  involving Our employees), or acts of hackers including denial of service (DDoS) attacks,  acts of any internet service provider (ISP) or any other third party or acts or omissions of  any customer or authorized user. 

5. Data Protection 

5.1 The safety of your data is a priority to Us. You can find more information about how  We protect and handle Your data in Our Privacy Policy. We are obligated to observe  and are working in accordance with the data protection laws of the United States and  any other jurisdictions in which we operate. 

5.2 In the event Your data has been breached, You will be promptly notified of the  nature and scope of such breach and We will immediately initiate remedial actions  consistent with industry standards. 

5.3 Knock Knock shall be liable for any damage caused by data processing or handling  only where we have not complied with applicable laws or where we have acted against 

lawful instructions from You. Any liability not expressly provided for in this Agreement  shall be disclaimed.  

6. Payment Terms; Commitment Periods 

6.1 Customer agrees to pay the subscription fee specified at the time of purchase. Fees  are non-refundable unless otherwise specified. 

6.2 Your monthly subscription renews each month automatically until terminated in  accordance with this Agreement. 

6.3 Yearly subscriptions require a minimum commitment of one year and must be paid  in full by credit card prior to accessing the Service for the first time and prior to any  subsequent renewals. Services for any and all plans will be terminated at the end of the  billing cycle if recurring payments are not received on or before the renewal deadline.  Customer must maintain a valid credit card on file with our payment processor at all  times to qualify for annual pricing and discounts. If Your subscription is suspended for  non-payment, You will no longer qualify for yearly subscription pricing for that period  and will be charged the difference between the monthly and annual commitment pricing  for the number of active subscription months. Annual subscriptions are automatically  renewed on their anniversary for a subsequent one-year period, unless terminated in  accordance with this Agreement. 

6.4 Pricing and features are subject to change. Please visit our website for the latest  pricing and features associated with each of our Services or plans. 

6.5 Pricing for Services may include a specified number of service credits, also referred  to as “Knocks” (“Service Credits”). Customers may be allocated a specified number of  Service Credits each month based on their product, plan, and pricing. Any and all  unused Service Credits issued during a particular monthly billing cycle shall expire at  the end of that monthly billing cycle and unused Service Credits do not roll-over to  subsequent billing periods. Customer may purchase additional Service Credits as  needed during any monthly billing period. However, any unused Service Credits  purchased during that monthly billing cycle shall expire at the end of that monthly billing  cycle, regardless of whether those Service Credits were included in the Service plan or  purchased separately. 

6.6 Customers may request separate login credentials for each of their employees or  team members (“User”) who will require access to the Service. However, each User  login associated with a Customer’s account will have access to the same shared pool of  Service Credits. Any Service Credits used by any authorized User added to a  Customer’s account shall be deducted from the Customer’s Service Credit total for that  account.  

6.7 The prices for Your subscription may be adjusted to compensate for increasing  operational costs. These price adjustments will be communicated to You in written form  and shall not apply to any periods that You have already paid for. Any change in price  resulting from a change in the scope of features or the plan selected shall not be  considered a price adjustment within the meaning of this section.

6.8 If You or Your company resides within the United States, the fee charged by us may  include state and/or local sales taxes where applicable. If You or Your company do not  reside within the United States, all fees do not include relevant duties or taxes and You  are responsible for payment of all such taxes or duties. 

7. Term Activation and Termination 

7.1 These TOS become effective upon commencement of Your subscription to the  Software and/or Service (“Effective Date”) and apply in full until all subscriptions granted  in accordance with these TOS have expired or been terminated. 

7.2 Your purchased subscriptions or licenses commence on the date of purchase, or the  start date specified in the applicable purchase order, and continue for the specified  duration. 

7.3 You may terminate Your use of Our Software and/or Services by emailing us at  subscriptions@KnockKnock.ai. Monthly subscriptions may be terminated with seven (7)  days written notice before the expiry of the term. In the case of annual subscriptions,  You may terminate Your subscription with thirty (30) days prior written notice to the  conclusion of the Agreement. You will not receive refunds or credits for the termination  of monthly, annual or other subscriptions, unless agreed otherwise. 

7.4 We may terminate or suspend Your access to the Service without liability if such  termination or suspension is based on Our good faith belief that You have violated any  of the TOS and You did not remedy the violation in question within thirty (30) days of Us  giving notice of this violation.

7.5 Any notice of termination must be delivered in written form (e.g. via e-mail) in order  to be effective. 

7.6 Knock Knock’s right to termination for cause and without notice remains unaffected.

8. Proprietary Rights 

8.1 Knock Knock owns all rights, titles and interests in and to the Software including  without limitation all intellectual property rights, and such rights are protected by  intellectual property laws of the United States and any other jurisdictions in which we  operate. 

8.2 All User submitted suggestions shall become the property of Knock Knock and no  compensation shall be paid to Users who submit comments or suggestions regarding  the Services. 

8.3 You retain all rights, titles and interests to all data inputs uploaded to the Service by  You, or by Us on Your behalf if this information was already in Your possession. We  have no rights or interests in Your personally identifiable information. 

8.4 Provided that such use does not reveal personally identifiable information, We may  collect, use and disclose the performance and transactional data related to the use of  the Software and/or Service for Our business purposes.

9. Employee Responsibility; Illicit Use of the Service 

9.1 You assume full responsibility for all decisions made with respect to Your use of the  Software and/or Service and agree to use such Software and/or Service at Your own  risk. 

9.2 It is Your sole responsibility to monitor Your company’s compliance with these  Terms of Service and all applicable laws when using Our Software and/or Services,  including any use of the Services by your authorized Users. Customer agrees to use  commercially reasonable efforts to ensure that all Users of the Services hereunder  comply with the terms and conditions set out in this Agreement.  

9.3 You will be held responsible for the actions of Your employees, contractors, agents  or any other authorized Users that you permit to access and use our Services. You shall  indemnify us from any and all claims asserted by other Users, other Customers or other  third parties on account of illicit use of the Services or Data by You or any of your  employees, contractors, agents, or other authorized Users. 

9.4 In the event that an obligation of this Agreement is violated, We shall, after having  issued a prior warning, have the right to restrict access to our Software and/or Services until the Customer ceases the violation and remedies any relevant consequences. 

10. Disclaimer of Warranties 

10.1 You agree that your use of the Services is at your sole risk and acknowledge that  the Services are provided "AS IS" and that KNOCK KNOCK MAKES NO WARRANTIES  OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, ANY 

RELATED SERVICE OR SOFTWARE. KNOCK KNOCK HEREBY EXPRESSLY  DISCLAIMS, TO THE EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES,  WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT  LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A  PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM A COURSE  OF DEALING OR COURSE OF PERFORMANCE. EXCEPT AS EXPRESSLY  PROVIDED HEREIN OR IN A STATEMENT OF SERVICE, KNOCK KNOCK DOES  NOT WARRANT THAT ACCESS TO THE PLATFORMS, SOFTWARE OR SERVICES  WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES KNOCK KNOCK MAKE  ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF  THE SERVICES. NO ORAL OR WRITTEN INFORMATION GIVEN BY KNOCK  KNOCK, ITS EMPLOYEES, LICENSORS, OR THE LIKE WILL CREATE A  WARRANTY. TO THE EXTENT THAT KNOCK KNOCK CANNOT DISCLAIM A  WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION  OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW. 

10.2 Without limiting the foregoing, Knock Knock expressly disclaims any warranty that  the Services will meet your requirements. You assume responsibility for selecting the  Services to achieve your intended results, and for the results obtained from your use of  the Services. You shall bear the entire risk as to the quality and the performance of the  Services. This disclaimer applies to any expenses, damages or injury, regardless of the  cause, whether for breach of contract, strict liability, tortuous behavior, negligence, or  for any other cause of action.

10.3 Some of the Data included with the Services may be provided by third parties,  including information compiled from government and/or publicly available sources.  KNOCK KNOCK is not in a position to verify this information and does not warrant  that such information is true or accurate. KNOCK KNOCK will not be liable for any  errors or omissions in this information. KNOCK KNOCK will not be liable for any losses,  injuries, or damages from the display or use of this Data or information. 

10.4 You agree that KNOCK KNOCK, its suppliers, partners, and its third-party agents  shall have no responsibility or liability for: (i) any injury or damages, whether caused by  the negligence of KNOCK KNOCK, its employees, subcontractors, agents, suppliers or  

otherwise arising in connection with use of the Services; (ii) any fault, inaccuracy,  omission, delay or any other failure in the Services; or (iii) any reliance upon the content  or Data of the Services. 

11. Limitation of Liability 

UNDER NO CIRCUMSTANCES WILL KNOCK KNOCK OR ANYONE ELSE  INVOLVED IN ADMINISTERING, DISTRIBUTING OR PROVIDING THE SERVICES,  BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL  DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE  SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR LOST  PROFITS, OR DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS,  INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES,  DELAYS IN OPERATION OR TRANSMISSION, FAILURE OF PERFORMANCE,  THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO KNOCK KNOCK’S 

RECORDS, PROGRAMS OR SERVICES, EVEN IF SUCH PARTY HAS BEEN  ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF ANY  BREACH BY KNOCK KNOCK OF THIS AGREEMENT, KNOCK KNOCK’S LIABILITY  TO CUSTOMER WILL NOT EXCEED THE AMOUNT PAID TO KNOCK KNOCK BY  CUSTOMER DURING THE PREVIOUS THREE MONTHS. IN NO EVENT SHALL THE  AGGREGATE LIABILITY OF KNOCK KNOCK, WHETHER IN CONTRACT,  WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR  IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING  OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO KNOCK KNOCK FOR  ACCESS TO OR USE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW  LIMITATIONS ON IMPLIED WARRANTIES AND EXCLUSION OF CERTAIN  DAMAGES SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 

12. Indemnity 

Customer agrees to defend, indemnify, and hold harmless Knock Knock, its officers,  directors, employees, and agents, from and against any claims, liabilities, damages,  losses, and expenses, including legal fees, arising out of or in any way connected with  Customer's access to or use of the Services or Data. 

13. Publicity 

Customer agrees that Knock Knock may identify Customer as a customer and use  Customer’s logo and trademark in Knock Knock’s promotional materials online and  offline. Customer may request that Knock Knock stop doing so by submitting an email to 

support@knockknock.ai at any time. Customer acknowledges that it may take Knock  Knock up to 30 days to process such request. 

14. Jurisdiction and Governing Law 

Any disputes that the parties cannot amicably resolve shall be settled by the jurisdiction  of the courts of the State of Ohio, in the county of Geauga. This Agreement shall be  governed by and construed under the laws of the State of Ohio applicable to contracts  made in and wholly to be performed in the State of Ohio without regard to conflicts of  law principles. 

15. No Class Action 

You agree that the making of claims or resolution of disputes pursuant to this  Agreement shall be in your individual capacity, and not as a plaintiff or class member in  any purported class, consolidated, or representative proceeding. You agree that to the  extent permitted by applicable law, that any and all disputes will be resolved individually  in the forum designated in these TOS, without resort to any form of class action. 

16. Miscellaneous 

16.1 This Agreement may not be assigned, sublicensed or transferred, in whole or in  part, by Customer without the prior written consent of Knock Knock. Any attempted  assignment, sublicense or transfer shall be void. Knock Knock may assign all of its  rights and obligations under this Agreement without the consent of the Customer in the  event that Knock Knock shall hereafter effect a corporate reorganization, consolidate 

with, or merge into, any other entity or transfer all or substantially all of its properties or  assets to any entity. 

16.2 If any provision of this TOS shall be entirely or partly invalid or unenforceable, this  shall not affect the validity and enforceability of all other provisions of this Agreement.  The invalid or unenforceable provision shall be replaced with the relevant valid and  enforceable provision that as closely as possible reflects the intention that the Parties  pursued with the invalid or unenforceable provision. 

16.3 All notices, consents, and other communications between the parties under or  regarding this Agreement must be in writing (which includes email and facsimile) and be  addressed according to information previously provided. All communications will be  deemed to have been received on the date actually received.  

16.4 Sections 8, 12, 13, and 16 shall survive any termination or expiration of this  Agreement. All other rights and obligations shall be of no further force or effect. 

16.5 The numbering and captions of the various sections are solely for convenience and  reference only and shall not affect the scope, meaning, intent or interpretation of the  provisions of this Agreement, nor shall such headings otherwise be given any legal  effect. 

16.6 Throughout this Agreement, the singular shall include the plural and the plural shall  include the singular, all genders shall be deemed to include other genders, wherever the  context so requires, and the terms “including,” “include” or derivatives thereof, unless 

otherwise specified, shall be interpreted in as broad a sense as possible to mean  “including, but not limited to,” or “including, by way of example and not limitation.” 

16.7 These TOS, including Our website’s Privacy Policy and Terms of Use, comprise  the entire agreement between Us with respect to the Software and/or Services and  supersede all prior representations, agreements and understandings, written or oral. 

16.8 Each Party represents and warrants that it has the right and authority to enter into  this Agreement, and that by entering into this Agreement, it will not violate, conflict with  or cause a material default under any other contract, agreement, indenture, decree,  judgment, undertaking, conveyance, lien or encumbrance to which it is a party or by  which it or any of its property is or may become subject or bound. 

17. Acceptance of Terms 

You acknowledge that you have read this Agreement, understand it and agree to be  bound by its terms and conditions, as well as the terms of our website Privacy Policy  and Terms of Use.