Knowledge Officer Enterprise Terms of Service

Last Modified: November 15, 2021

Please review these terms (the “Agreement”) carefully. Wherever used in this Agreement,
“you”, “your”, “Customer”, and similar terms mean the person or legal entity accessing or using the Enterprise Services. For the avoidance of doubt, if you are accessing and using the Enterprise Services on behalf of a company (such as your employer) or other legal entity, “you”, “your” or “Customer” means the company or other legal entity that you are using the Services on behalf of.

By purchasing, accessing or using the Enterprise Services offered by Knowledge Officer Ltd. (“Knowledge Officer”, “we”, “us”, or “our” ), you are confirming that you have read, understand and accept this Agreement. This Agreement can be updated from time to time in accordance with Section 7.2 below. You are responsible for regularly reviewing the most current version of this Agreement, which is published at: https://knowledgeofficer.com/enterprise-terms. When we change this Agreement, we will update the “Last Modified” date above.

By purchasing, accessing or using the Enterprise Services, you confirm that:

  1. You accept and will comply with this Agreement; and
  2. You are responsible for anyone that uses our Enterprise Services through your account (“Authorized Users”), which may include your employees, consultants or contractors, or the employees, consultants or contractors of your Affiliates.
  3. Where you are not a UK resident, you confirm to us that there is nothing in the laws governing the place where you live that would make it illegal or unlawful for us to supply you with the services you have ordered

1. Our Terminology

2. Knowledge Officer’s Responsibilities.

During the Term, subject to the terms and conditions of this Agreement, we will make the Enterprise Services available to you in accordance with the applicable Authorization Form.

3. Your Responsibilities.

3.1 Acceptable Use. You and your Authorized Users must comply with all applicable laws and the Acceptable Use Rules:

  1. Not to make the Services available to anyone other than your Authorized Users;
  2. Not to allow more than one individual Authorized User to use a single log-in to the Services, or use the Services in excess of the quantities or limits set out in your Services plan;
  3. Not to sell, trade, or otherwise transfer any Services to another party;

3.2 Account Information. You are responsible for the completeness and accuracy of the account information you provide to us. You will promptly notify us upon becoming aware of any unauthorized access to or use of your log-in credentials or account.

4. Intellectual Property.

Customer agrees that Knowledge Officer retains all rights, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to Online Courses, including training videos, Course Materials and the Knowledge Officer Platform, performance data, and any and all related and underlying technology, content and documentation; and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, “Knowledge Officer Materials”).

5. Term and Termination.

5.1 Term of Agreement. This Agreement will commence on the first day of the initial term set forth on your first Authorization Form and will continue in effect until the earlier of: (a) the expiration of all Authorization Forms applicable to you (including any renewal periods unless notice of non-renewal is provided); or(b) the termination of this Agreement in accordance with its terms (the “Term”).

5.2 Term of Authorization Forms. The term of each Authorization Form will start on the first day of the initial term specified on the Authorization Form, and will continue for the specified term. Except as expressly stated otherwise in an Authorization Form.

5.3 Termination for Cause. A party may terminate this Agreement for cause (a) immediately if the other party has failed to cure a material breach within thirty (15) days of receiving written notice of that material breach from the other party; or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

5.4 Effects of Termination. Upon termination of this Agreement for any reason: (a) all Authorization Forms will automatically terminate; (b) your access to Knowledge Officer accounts, Enterprise Services will be terminated and you will immediately cease all use thereof; and (c) you will pay all unpaid amounts you owe to Knowledge Officer. If you terminate this Agreement in accordance with Section 5.3, Knowledge Officer will refund any Fees you paid in advance for the Enterprise Services and Partner Services applicable to the period after termination. If Knowledge Officer terminates this Agreement in accordance with Section 5.3, then you will pay any unpaid Fees for the remainder of the term of each Authorization Form. In no event will termination of this Agreement relieve you of your obligation to pay any amounts payable to Knowledge Officer for the period prior to the date of termination.

6. Fees and Payment.

6.1 Fees. You will pay all fees as and when described in the Authorization Form(s) (the “Fees”).

6.2 Invoicing. We will invoice you for the Fees in the currency set forth on the applicable Authorization Form. Unless otherwise stated on the Authorization Form, all undisputed invoices are payable within thirty (15) days of the invoice date. Any disputed amounts will not affect the payment of non-disputed amounts. You will make payments to the entity and address set forth in the invoice.

6.3 Late Payment. If any undisputed amounts invoiced are not received by Knowledge Officer by the due date, then, at our discretion, such charges may accrue late interest at the lower of: (a) the rate of 12% per year; or (b) the maximum rate permitted by law from the date such payment was due until the date paid. In addition, upon thirty (15) days’ written notice to you provided after the due date of any undisputed amount, we may suspend your access to the Enterprise Services if we have not received the amounts invoiced in full.

6.4 Taxes. You are responsible for paying all taxes, assessments, charges, fees, and levies that may be levied on or applicable to the sale or license of goods or services, as the case may be, including all sales, use, goods and services, value added, and excise taxes, customs duties, and assessments, together with any installments and any interest, fines, and penalties with respect thereto, imposed by any governmental authority.

7. General.

7.1 Publicity. Unless you provide us with written notice to the contrary or of any reasonable restrictions or requirements, you agree that we may disclose that you are a customer of the Enterprise Services and may use your name(s) and logo(s) in: (a) Knowledge Officer’s digital, online, and printed marketing materials (including on our websites); and (b) external-facing presentations, including to individual clients and prospects and at trade shows, conferences, and similar events.

7.2 Amendment. We may change any part of this Agreement (including any terms or documents incorporated by reference in this Agreement) at any time by posting the revised terms on the Knowledge Officer website. It is important for you to review this Agreement before using our Enterprise Services and from time to time, though we will notify you of any changes that, in our sole discretion, materially impact this Agreement. The updated Agreement will be effective as of the time of posting, or on such later date as may be specified in the updated Agreement, and your continued use of the Enterprise Services after any such changes are effective will constitute your consent to such changes. Except for changes made by us as described here, no other amendment or modification of this Agreement will be effective unless set forth: (a) in an Authorization Form issued by Knowledge Officer and signed by you; or (b) in an agreement signed or otherwise agreed in writing by both you and Knowledge Officer.

7.3 Notices to You. Knowledge Officer may give notice to you by contacting you or your Authorized Users through your Knowledge Officer account or contact information you provide, such as email or telephone. If you fail to maintain accurate account information, such as contact information, you may not receive critical information about our Enterprise Services or this Agreement.

7.4 Notices to Knowledge Officer. For any notice to Knowledge Officer that you give under or regarding this Agreement, you must notify Knowledge Officer by email to team@knowledgeofficer.com with a duplicate copy sent via registered mail to the following address: Knowledge Officer Ltd, 20 St Thomas St, London SE1 9RS, United Kingdom; Attention: Business Department.

7.5 Entire Agreement. This Agreement, including the other documents referred to as applicable to the Enterprise Services in this Agreement, is the entire agreement between you and Knowledge Officer for your use of our Enterprise Services. Any prior understandings, statements or and agreements (oral or written) do not apply, including additional terms that you may present (such as terms in a unilateral notice from you to us or printed on a purchase order or any other document generated by you). This Agreement is binding on the parties and their permitted successors and assigns.

7.6 Data Privacy. Inside EU: The parties acknowledge that any registration data for users who reside in the EU shall be subject to General Data Protection Regulations of the European Union (“GDPR”). Outside EU: The parties agree to comply with all applicable Data Privacy Laws. Knowledge Officer agrees that it shall: (a) only use Customer Personal Data for the purpose of providing the Service and as required by law; (b) not sell or exchange for anything of value or use for any other purpose (other than as set forth in (a)) Customer Personal Data; (c) provide Customer with commercially reasonable assistance in responding to any request that Customer may receive under any applicable law that provides individuals with rights regarding Customer Personal Data.

7.7 Governing Law. These Terms are governed by the laws of England and Wales and the English courts will have exclusive jurisdiction to address any disputes arising under or in connection with these Terms.