Terms of Service

1. Your agreement with Knowru

a. Your use of the Services is governed by this agreement ( the "Terms"). "Knowru" means Knowru LLC., located at 451 West Huron, Suite 806, Chicago, IL 60654, United States, and its subsidiaries and affiliates involved in providing the Services. The “Services” (or “Services”) means the services Knowru makes available through this website, including this website, the Knowru cloud computing platform, the Knowru API, and any other software or services offered by Knowru in connection to any of those.

b. In order to use the Services, you must first agree to the Terms. You accept the Terms by creating a Knowru account, through your use of the Services, or by continuing to use the Services after being notified of a change to these Terms.

c. You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services. You affirm that you are over the age of 13, as the Services are not intended for children under 13.

d. You agree your purchases of Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Knowru or any of its subsidiaries and affiliates regarding future functionality or features.

2. Your Account and Use of the Services

a. You must provide accurate and complete registration information any time you register to use the Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Knowru immediately.

b. Your use of the Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.

c. You may use the Services only to execute predictive models and perform auxiliary functions related to the executions on the Knowru infrastructure. You may not access the Services for the purpose of bringing an intellectual property infringement claim against Knowru or for the purpose of creating a product or service competitive with the Services.

d. You agree not to (a) access (or attempt to access) the administrative interface of the Services by any means other than through the interface that is provided by Knowru in connection with the Services, unless you have been specifically allowed to do so in a separate agreement with Knowru, or (b) engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Service).

3. Service Policies and Privacy

a. You agree to comply with the Knowru Acceptable Use Policy available at acceptable use policy (the "Acceptable Use Policy") which is incorporated herein by this reference and which may be updated from time to time.

b. The Services shall be subject to the privacy policy for the Services available at privacy policy. You agree to the use of your data in accordance with Knowru's privacy policies.

4. Fees for Use of the Services

a. Subject to the Terms, the Services is provided to you without charge up to certain limits. Usage over this limit requires your purchase of additional resources or services. The pricing for additional resources and services can be found at http://www.knowru.com/ (or such URL as Knowru may provide).

b. For all purchased resources and services, we will charge your credit card on a monthly basis or at the interval indicated in Knowru fees and payment policies, if different. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorney fees Knowru incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Knowru's measurements of your use of the Services, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Knowru and only in the form of credit for the Services. Nothing in these Terms obligates Knowru to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to Knowru may be shared by Knowru with companies who work on Knowru's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Knowru and servicing your account. Knowru may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Knowru shall not be liable for any use or disclosure of such information by such third parties. Knowru reserves the right to discontinue the provision of the Services to you for any late payments.

c. Knowru may change its fees and payment policies for the Services by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL Knowru may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.

5. Predictive Models on the Services and Take Down Obligations

a. You agree that you are solely responsible for (and that Knowru has no responsibility to you or to any third party for) the predictive model that you upload, execute or share while using the Knowru Services and for the consequences of your actions (including any loss or damage which Knowru may suffer) by doing so.

b. You agree that Knowru has no responsibility or liability for the deletion or failure to store any predictive model and other communications maintained or transmitted through use of the Services. You further acknowledge that you are solely responsible for securing and backing up your predictive models.

6. Proprietary Rights

a. You acknowledge and agree that Knowru (or Knowru's licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

b. Except as provided in Section 8, Knowru acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any predictive model that you create, submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that predictive model (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Knowru, you agree that you are responsible for protecting and enforcing those rights and that Knowru has no obligation to do so on your behalf.

7. License from Knowru and Restrictions

a. Knowru gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Knowru as part of the Services as provided to you by Knowru. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Knowru, in the manner permitted by the Terms.

b. You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Knowru, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Services or any applications running on the Services.

8. License from You

a. Knowru claims no ownership or control over any predictive model. You retain copyright and any other rights you already hold in the predictive model, and you are responsible for protecting those rights, as appropriate. By submitting a predictive model or through the Services you give Knowru a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Knowru to provide you with the Services.

b. You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Knowru under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

c. You agree that Knowru, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Services.

9. Recommendations

a. Knowru may, and you grant us permission to, make recommendations via the Services for products or services we think may be of interest to you based on your predictive models, and/or use of the Services.

10. Modification and Termination of the Services

a. Knowru is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Knowru provides may change from time to time without prior notice to you, subject to the terms in Section 4.c. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.

b. You may terminate these Terms at any time by canceling your account on the Services. You will not receive any refunds if you cancel your account.

c. You agree that Knowru, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Services may be without prior notice, and you agree that Knowru will not be liable to you or any third party for such termination.

d. You are solely responsible for exporting your predictive models from the Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your predictive models.

e. Upon any termination of the Services or your account these Terms will also terminate, but Sections 6.a, 10, 11, 12, 13, and 17 shall continue to be effective after these Terms are terminated.

11. EXCLUSION OF WARRANTIES

a. NOTHING IN THESE TERMS, INCLUDING SECTIONS 11 AND 12, SHALL EXCLUDE OR LIMIT KNOWRU'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

b. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE KNOWRU SERVICE IS AT YOUR SOLE RISK AND THAT THE KNOWRU ARE PROVIDED "AS IS" AND "AS AVAILABLE."

c. KNOWRU, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE KNOWRU SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, KNOWRU, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE KNOWRU SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE KNOWRU SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE KNOWRU SERVICES WILL BE ACCURATE.

12. LIMITATION OF LIABILITY

a. SUBJECT TO SECTION 11.a ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT KNOWRU, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.

b. THE LIMITATIONS ON KNOWRU'S LIABILITY TO YOU IN PARAGRAPH 12.a ABOVE SHALL APPLY WHETHER OR NOT KNOWRU HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

13. Indemnification

a. You agree to hold harmless and indemnify Knowru, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Knowru and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Services, (c) your violation of applicable laws, rules or regulations in connection with the Services, or (d) your predictive models, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorney's' fees, of every kind and nature. In such a case, Knowru will provide you with written notice of such claim, suit or action.

14. Changes to the Terms

a. Knowru may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account.

b. You understand and agree that if you use the Services after the date on which the Terms have changed, Knowru will treat your use as acceptance of the updated Terms.

15. General Legal Terms

a. The Terms constitute the whole legal agreement between you and Knowru and govern your use of the Services (but excluding any services which Knowru may provide to you under a separate written agreement), and completely replace any prior agreements between you and Knowru in relation to the Services.

b. There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.

c. Knowru provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.

d. You agree that Knowru may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services. By providing Knowru your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.

e. You agree that if Knowru does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Knowru has the benefit of under any applicable law), this will not be taken to be a formal waiver of Knowru's rights and that those rights or remedies will still be available to Knowru.

f. Knowru shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

g. The Terms, and your relationship with Knowru under the Terms, shall be governed by the laws of the State of Ilinois without regard to its conflict of laws provisions. You and Knowru agree to submit to the exclusive jurisdiction of the courts located within the county of Cook, Illinois to resolve any legal matter arising from the Terms.

h. Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the Services upon written notice to the assigning party.

This document is an adaptation of the Heroku Terms of Service. The original work has been modified. Heroku, Inc. is not connected with and does not sponsor or endorse Knowru or its use of the work.