Terms of Service

These Terms of Service (the "Terms") govern your access to and use of the Knowwn platform and related services. Knowwn is operated by Caroo Inc., a Delaware corporation doing business as Knowwn ("Knowwn," "we," "us," or "our"). Together with the Knowwn Privacy Notice, these Terms form the agreement between you and Knowwn (the "Agreement").

Knowwn is a healthcare workforce platform operating two connected products. Knowwn Charted is an assessment and profile product that helps care professionals understand their working identity and helps their leaders act on that understanding. Send Appreciation is a recognition product that allows organizations and managers to send specific, profile-aligned acknowledgment to care professionals.

By creating an account, completing an order, signing an Order Form that references these Terms, or otherwise using the Knowwn platform, you agree to these Terms. If you are agreeing on behalf of an organization, you represent that you have the authority to bind that organization, and "you" or "Customer" refers to that organization.

These Terms govern two different relationships with Knowwn. Section 4 covers the relationship with Customers (organizations that purchase and administer Knowwn for their workforce). Section 5 covers the relationship with individual Care Professionals who own personal Knowwn accounts. Other sections apply to both relationships as indicated.

A few highlights worth flagging:

• Sections 13 and 14 limit Knowwn's liability and disclaim warranties. Read them carefully.
• Section 16 requires that most disputes be resolved through binding arbitration and waives the right to participate in class actions.
• Sections 11 and 12 describe how subscription renewal, cancellation, and termination work, including a 30-day cancellation window before annual auto-renewal.
• Section 3 describes how Knowwn may modify these Terms or the platform.

1. Definitions

Affiliate. Any entity controlling, controlled by, or under common control with a party, where "control" means ownership of more than 50% of voting securities.

Care Professional. An individual who uses Knowwn Charted to build a personal profile and may receive recognition through Send Appreciation. This includes nurses, clinicians, and non-clinical staff who work directly with clinical teams.

Collaborator. An individual invited to contribute content, sound, imagery, video, or monetary contributions to an eCard or other recognition organized by a Sender.

Curated Item. A physical or digital product available for selection within Send Appreciation, fulfilled by Knowwn or by a Drop Shipper.

Customer. An organization that purchases Knowwn for its workforce. Also referred to as the Employer.

Customer Data. All data and content provided by Customer or its Users to Knowwn, including Personal Data related to Recipients.

Digital Gift Card. A digitally delivered redeemable instrument, issued by Knowwn's third-party vendors, that allows the holder to redeem the face value at participating retailers or, where available, as a charitable donation.

Drop Shipper. A third-party provider of goods that ships items directly to a Recipient on Knowwn's behalf.

eCard. A digital greeting card containing text, images, audio, video, or other content contributed by one or more Senders and Collaborators, optionally including a Digital Gift Card.

Knowwn Charted. The assessment and profile system that places a Care Professional into one of four profile archetypes and surfaces ongoing strain data.

Knowwn Credit. A balance held on a User's account, issued in USD, applicable to future eligible orders.

Order Form. A document or online checkout flow setting the commercial terms of a Customer subscription or a specific order.

Personal Data. Personal information as defined in the Knowwn Privacy Notice and applicable data protection laws.

Platform. The Knowwn software, hosted services, websites, and applications operated by Knowwn.

Profile. The result of the Knowwn Charted assessment, including the archetype classification (Beacon, Wayfinder, Luminary, or Meridian) and accompanying descriptive content.

Pulse Check. A short, periodic question that captures current strain or related signals from a Care Professional.

Recipient. An individual designated by a Sender to receive recognition through Send Appreciation, including a Curated Item, Digital Gift Card, eCard, or any combination.

Sender. A Customer or User who sends recognition through Send Appreciation.

Send Appreciation. Knowwn's recognition product, which allows Senders to send Curated Items, Digital Gift Cards, eCards, and related content to Recipients.

Strain Data. Information about workload, emotional, and moral strain surfaced through Knowwn Charted and Pulse Checks.

Subscription Fees. The recurring fees a Customer pays under an Order Form for access to the Platform.

Subscription Period. The term of a Customer's subscription as set in an Order Form.

User. An individual authorized to use the Platform under a Customer account, including managers, charge nurses, clinical leaders, administrators, and Care Professionals enrolled through that Customer.

2. The Knowwn Platform

Knowwn operates a healthcare workforce platform with two connected products.

Knowwn Charted. The Knowwn Charted assessment generates a Profile for each Care Professional. The Profile describes characteristics that remain relatively stable over time. Knowwn Charted also collects ongoing Strain Data through the assessment and Pulse Checks. Care Professionals see their full Profile and Strain Data. Their direct Manager sees the Profile, the Strain Data, and profile-aware guidance on how to support them. Other Care Professionals connected through the Platform may see a Care Professional's Profile, subject to that Care Professional's visibility preferences.

Send Appreciation. Send Appreciation allows Senders to send recognition to Recipients, including Curated Items, Digital Gift Cards, eCards, and Thank You Messages. Senders can build wishlists, schedule recognition for milestones, and participate as Collaborators on group eCards.

The Platform is hosted by Knowwn or its hosting providers. Knowwn makes commercially reasonable efforts to maintain Platform availability and security but does not commit to specific uptime metrics in these Terms. Service-level commitments, where offered, are set in an Order Form or separate written agreement.

3. Modifications

Changes to the Platform. Knowwn may modify or discontinue features of the Platform at any time. Where a change materially reduces functionality that Customer relies on, Knowwn will provide reasonable advance notice. Customer's sole remedy for a material reduction in functionality is to terminate the Subscription Period upon written notice within 30 days of the change, and to receive a pro-rata refund of pre-paid Subscription Fees for the remaining portion of the Subscription Period.

Changes to These Terms. Knowwn may revise these Terms from time to time. When we do, we will update the Effective Date at the top. For material changes, we will provide notice through the Platform, by email, or by other reasonable means. Continued use of the Platform after notice constitutes acceptance of the revised Terms. If you do not accept the revised Terms, your sole remedy is to terminate your use of the Platform in accordance with Section 12.

4. Customer Relationship

This Section 4 governs the relationship between Knowwn and Customer (the organization purchasing Knowwn for its workforce).

Account Setup. Customer designates one or more administrators who establish the Customer account, configure organizational settings, and invite Users. Customer is responsible for the acts and omissions of all Users who access the Platform through Customer's account.

Customer Responsibilities. Customer agrees to (a) provide accurate information when enrolling Users, (b) maintain the security and confidentiality of administrative credentials, (c) ensure that User use of the Platform complies with applicable law and these Terms, (d) update User and roster information as needed to keep the Platform accurate, and (e) cooperate with reasonable Knowwn requests for information needed to operate the Platform.

Customer Data. Customer Data is owned by Customer, subject to Care Professional ownership of Profile data described in Section 5. Customer grants Knowwn a non-exclusive, worldwide license to use, store, process, transmit, and display Customer Data as needed to operate the Platform, deliver the services, and as further described in the Knowwn Privacy Notice. Customer is responsible for the accuracy and completeness of Customer Data, including Recipient mailing addresses, milestone dates, and roster information.

Suspension. Knowwn may suspend Customer or User access in the event of (a) material breach of these Terms that is not cured within the cure period set in Section 12, (b) non-payment, (c) reasonably suspected fraud, abuse, or unlawful activity, or (d) where required by law or to protect the security of the Platform or other users. Knowwn will restore access once the underlying issue is resolved. Payment obligations continue during suspension.

5. Care Professional Relationship

This Section 5 governs the relationship between Knowwn and individual Care Professionals who hold personal accounts on the Platform.

Personal Account. A Care Professional may hold a personal Knowwn account. That account is owned by the Care Professional, not by any Customer.

Profile Ownership and Portability. Care Professionals own their Profile and the data within it. A Care Professional's account remains active even after the Care Professional leaves a Customer, provided the Care Professional retains their credentials and continues to comply with these Terms. When the employment relationship between a Care Professional and a Customer ends, the Care Professional retains continuous access and will need to revoke access for the Customer.

Care Professional Responsibilities. Care Professionals agree to (a) provide accurate information when completing the Knowwn Charted assessment, (b) maintain the security and confidentiality of their account credentials, (c) use the Platform in compliance with applicable law, and (d) respect the visibility preferences of other Care Professionals connected to them on the Platform.

Visibility Preferences. Care Professionals can manage who among their Platform connections can see their Profile. Knowwn surfaces these settings within the Platform. Specific mechanics may evolve as the product develops; current behavior is described within the Platform itself.

Recognition Acceptance. When a Care Professional is designated as a Recipient, they may, where applicable, update their delivery address, alter the contents of certain recognition (Recipient Choice), or be issued the value as a Digital Gift Card in lieu of a physical item. Specific behaviors are governed by Section 6.

6. Send Appreciation

This Section 6 governs recognition sent through Send Appreciation.

Curated Items. Senders can select from Knowwn's curated catalog of items for recognition. Items shown are subject to availability, seasonality, and Recipient delivery location. Knowwn may substitute items of comparable value due to availability.

Recipient Choice. Where a Sender selects Recipient Choice recognition, the Recipient is offered a selection of items at the Sender's chosen budget. The preview shown to a Sender during checkout is illustrative and not a commitment to the specific items a Recipient will see at the time of selection. Recipient Choice catalogs may vary by availability, season, and delivery address. The Sender is billed the full budgeted amount per Recipient regardless of which item the Recipient selects or whether the Recipient selects within the indicated window.

Digital Gift Cards. Digital Gift Cards are issued by Knowwn's third-party vendors. Once a Digital Gift Card link is delivered to a Recipient, all right, title, and ownership of the redemption value passes to the Recipient subject to the terms of the issuing vendor. Recipients may redeem Digital Gift Cards at participating retailers from a predetermined list, or, where available, as a charitable donation. Participating retailers and charitable options are subject to change without notice.

Digital Gift Card Limits. Knowwn may impose or modify transaction limits per Sender, Recipient, or individual Digital Gift Card at its discretion. Without limiting Knowwn's right to set additional limits, no single Sender may send Digital Gift Cards totaling $10,000 USD or more in a single day, and no single Digital Gift Card may exceed $2,000 USD.

Digital Gift Card Cancellation. Digital Gift Card orders are non-cancellable and non-refundable once the Digital Gift Card link has been delivered to a Recipient. Where a Sender provides incorrect Recipient contact information and notifies Knowwn within 48 hours of order creation, Knowwn may attempt to cancel and reissue the Digital Gift Card if (a) the Sender notified Knowwn within 48 hours, (b) the order was created in honest error, and (c) the Recipient has not yet claimed the Digital Gift Card. Knowwn is the sole determiner of whether these conditions are met. Knowwn is not liable for losses arising from the inability to reissue.

Digital Gift Card Processing Fees. Knowwn may apply processing fees to Digital Gift Card orders. Fees may vary and may change without notice. Acceptance of a processing fee on one order does not entitle the Sender to the same fee schedule on future orders. Processing fees are non-refundable.

Unused Digital Gift Card Links. Digital Gift Card redemption links are valid for at least one year. If a redemption link expires without redemption, the Sender or Customer (as applicable) assigns the remaining balance to Knowwn or its third-party vendor as of the expiration date.

Redeemed Digital Gift Cards. Once redeemed, Digital Gift Cards are governed by the terms of the issuing retailer or vendor. Knowwn is not responsible for the redemption experience, retailer fulfillment, or downstream use of redeemed Digital Gift Cards.

eCards. Senders may create eCards that include contributed text, images, audio, video, or other content from Collaborators, optionally with an attached Digital Gift Card. Senders are responsible for the content they contribute and for inviting only Collaborators they are authorized to invite. Knowwn does not pre-screen Collaborator content and disclaims liability for content contributed by Senders, Collaborators, or Recipients, to the fullest extent permitted by law. Disputes between Senders, Collaborators, and Recipients regarding eCard content or contributions are not Knowwn's responsibility to resolve. eCard purchases are final and non-refundable.

Thank You Messages. Recipients may be invited to send a Thank You Message to a Sender. Knowwn does not pre-screen Thank You Message content and disclaims liability for content sent by Recipients, to the fullest extent permitted by law. Disputes between Recipients and Senders regarding Thank You Message content are not Knowwn's responsibility to resolve.

Unclaimed Recognition. Where a Sender does not provide a Recipient's mailing address and the Recipient does not provide one within the window indicated in the Recipient notification email, (a) the Curated Item will not ship, (b) the Sender's payment method will be charged the full value of the recognition, and (c) the value may be delivered to the Recipient in the form of a Digital Gift Card, subject to Section 6's Digital Gift Card terms. The same logic applies to Recipient Choice recognition where the Recipient does not make a selection.

Knowwn Credit. Where Knowwn Credit is issued (for example, in the context of unclaimed recognition), the Recipient may apply the Credit to their Knowwn account using a unique redemption link delivered by email. Redemption links are active and valid for at least one year. Unredeemed balances at the expiration of a redemption link are assigned to Knowwn. Knowwn Credit applied to a User account remains available until used, with one exception: if a balance of less than $5.00 USD remains unchanged for more than five years, the balance is assigned to Knowwn. Knowwn Credit is not redeemable for cash and has no value outside the Platform. Knowwn is not liable for lost, stolen, or shared redemption links.

Automated Milestone Fulfillments. Where Customer subscribes to Automated Milestone Fulfillments, Customer is responsible for providing and maintaining a current roster of Recipients, including email, name, and milestone dates. Knowwn will process fulfillments automatically on each Recipient's milestone date based on the roster. Shipments may not be added to or cancelled from the schedule on the milestone date itself. Customer is responsible for keeping the roster current.

Drop Shippers. Certain Curated Items are fulfilled by Drop Shippers rather than directly by Knowwn. Where Customer or a Sender purchases a Curated Item fulfilled by a Drop Shipper, Knowwn will share Recipient Personal Data with the Drop Shipper only as necessary to complete the fulfillment. Knowwn does not control the products or services of Drop Shippers, and liability for the contents and condition of items at the point of manufacture rests with the manufacturer or Drop Shipper.

Replacement Shipments. Knowwn is responsible for delivering items that are new and first in quality to the last confirmed delivery address. Where a Recipient receives an incorrect or damaged item, Knowwn will cover the cost of a replacement shipment with standard shipping. Where the last confirmed delivery address is incorrect or where the item was damaged or stolen after delivery confirmation, Customer is responsible for the cost of any replacement. Replacement shipments reset the original delivery window. Expedited replacement shipping is at Customer's cost.

Transit Times. Domestic destinations typically receive shipments within 5 to 10 business days. International destinations and shipments to Alaska, Hawaii, Puerto Rico, and US territories may take 10 to 30 business days and may incur additional fees. Transit times are estimates, not guarantees.

7. Knowwn Charted

This Section 7 governs Knowwn Charted, including the assessment, the Profile, and Pulse Checks.

The Assessment. Knowwn Charted generates a Profile based on a Care Professional's responses to an assessment. The Profile places the Care Professional into one of four archetypes: Beacon, Wayfinder, Luminary, or Meridian. The Profile is generated through automated processing of assessment responses. Care Professionals can request information about the basis for their classification at any time.

Profile Use. The Profile informs Profile-related content surfaced to the Care Professional, profile-aware guidance surfaced to the Care Professional's Manager, and recognition suggestions in Send Appreciation. Knowwn does not use Profile data to make decisions about employment, compensation, performance, or any other consequential matter on behalf of any Customer or other party. Customers are responsible for their own employment practices and may not use Profile data in ways that would constitute prohibited discrimination or that would violate their own legal obligations.

Pulse Checks. Pulse Checks are short, periodic questions presented to a Care Professional to capture current strain or related signals. Pulse Check responses contribute to Strain Data surfaced to the Care Professional and to that Care Professional's direct Manager, and contribute to aggregated, non-identifying workforce data surfaced to administrators. Specific use and disclosure of Strain Data is governed by the Knowwn Privacy Notice.

Disclaimers. Knowwn Charted is grounded in published research on caregiving identity and strain. It is not a medical diagnostic tool, a psychological evaluation, or a clinical assessment. Profiles are not predictive of any health, mental health, or employment outcome. Care Professionals and their employers should not rely on Profiles or Strain Data as substitutes for professional medical or mental health care. Decisions made on the basis of any content surfaced by Knowwn Charted are the decision-makers' alone.

8. License and Restrictions

License to Customer. Subject to these Terms, Knowwn grants Customer a non-sublicensable, non-transferable, non-exclusive limited license to access and use the Platform during the Subscription Period for Customer's internal business purposes.

License to Care Professionals. Subject to these Terms, Knowwn grants each Care Professional a non-sublicensable, non-transferable, non-exclusive limited license to access and use the Platform for the Care Professional's personal use in connection with their work and their relationships with other Platform users.

No Implied License. Except for the rights expressly granted in these Terms, no other rights or licenses are granted. Knowwn and its licensors retain all right, title, and interest in and to the Platform, including all intellectual property and proprietary rights.

Restrictions. No User may (a) use the Platform to develop a competing product or service, (b) disassemble, decompile, reverse engineer, or otherwise attempt to derive source code from the Platform, except as expressly permitted by applicable law, (c) encumber, sublicense, transfer, rent, lease, time-share, or otherwise make the Platform available to any third party, (d) export or transfer the Platform or any product, technology, or information obtained from it in violation of any export control laws, (e) disclose performance or benchmarking information about the Platform to any third party without Knowwn's prior written consent, (f) reproduce, distribute, manufacture, adapt, create derivative works of, translate, or otherwise modify the Platform, (g) circumvent any technological measure that controls access to the Platform, or (h) use the Platform in a manner that violates applicable law, infringes third-party rights, or harms or harasses any individual.

Trademarks. Customer shall not alter, obscure, or remove any trademark, proprietary, or legal notice in the Platform. Customer grants Knowwn a non-exclusive, non-sublicensable, non-transferable license to use Customer's name, trademarks, and logos as needed to operate the Platform for Customer, including by displaying them within Customer's instance of the Platform.

9. Data, Confidentiality, and AI Training

Customer Data. Customer Data is owned by Customer, subject to Care Professional ownership of Profile data and personal data covered by the Privacy Notice. Customer grants Knowwn a non-exclusive, worldwide license to use, store, process, transmit, and display Customer Data as needed to operate the Platform and deliver the services. Knowwn's use of Personal Data within Customer Data is governed by the Knowwn Privacy Notice.

Aggregated and De-identified Data. Knowwn may collect, generate, and use aggregated and de-identified data derived from the Platform, including for product development, analytics, research, benchmarking, and training of artificial intelligence and machine learning models. Aggregated and de-identified data, by definition, does not identify any individual or organization. Knowwn may use, retain, and share such aggregated and de-identified data without restriction. Knowwn does not train artificial intelligence or machine learning models on identifiable Customer Data without separate written consent.

Data Processing Addendum. A Data Processing Addendum (DPA) is available on request for Customers that require one. Contact privacy@knowwn.co.

Confidentiality. Each party will treat as confidential the non-public information of the other party that is marked or reasonably understood to be confidential. Confidential information does not include information that (a) is or becomes publicly available without breach, (b) was lawfully in the receiving party's possession before disclosure, (c) is received from a third party without restriction, or (d) is independently developed by the receiving party without reference to the disclosing party's confidential information. Each party will use the other's confidential information only as needed to perform under these Terms and will not disclose it to third parties except to employees, contractors, and advisors who need to know and are bound by confidentiality obligations. A receiving party may disclose confidential information where required by law, with reasonable prior notice to the disclosing party where lawful.

Data Return and Deletion. Following termination, Knowwn will delete or return Customer Data on request, subject to legal retention obligations and as further described in the Knowwn Privacy Notice. Care Professional account data is governed separately by Section 5.

10. Marketing and Publicity

Knowwn may identify Customer as a customer on Knowwn's website, marketing materials, and similar communications using Customer's name and logo, subject to Customer's marketing guidelines if provided. With Customer's prior written consent in each case, Knowwn may (a) issue a press release referencing Customer, (b) invite Customer to participate in joint marketing activities or case studies, or (c) invite Customer to serve as a reference. Customer participation in any of the activities in (a) through (c) is voluntary and at Customer's discretion.

11. Payments

Subscription Fees. Customer shall pay the Subscription Fees set in the applicable Order Form, in US dollars, on the schedule indicated. Subscription Fees are typically invoiced and paid annually in advance.

Per-Recognition Charges. Where the Order Form provides for per-recognition charges (including for Curated Items, Digital Gift Cards, eCards, and shipping), Customer or the applicable Sender shall pay those charges on the schedule set by Knowwn or at the time of order, as applicable.

Auto-Renewal. Subscriptions renew automatically for additional terms of equal length unless either party gives written notice of non-renewal at least 30 days before the end of the current Subscription Period. Subscription Fees for any renewal term are at Knowwn's then-current rates unless otherwise set in the Order Form.

Late Payments. Past-due amounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer is responsible for collection costs, including reasonable attorneys' fees, that Knowwn incurs to collect past-due amounts.

Taxes. Subscription Fees and per-recognition charges are exclusive of applicable taxes, duties, levies, and similar assessments, other than taxes based on Knowwn's income. Knowwn will invoice for any taxes it is required to collect unless Customer provides a valid tax exemption certificate.

Non-Refundable. Except as expressly set out in these Terms (including Section 3 for material reductions in functionality and Section 12 for termination for cause), fees are non-refundable.

Promo Codes. Knowwn may offer promotional codes from time to time. Promo codes are subject to the terms specified at issuance, are non-transferable except as Knowwn permits, are non-refundable, have no cash value, and may be modified, suspended, or terminated at any time. Promo codes are typically single-use and not combinable with other offers or Knowwn Credit unless expressly stated. Promo codes are not applicable to Digital Gift Cards. Promo codes offered in account onboarding are valid for 7 days unless otherwise specified.

12. Term and Termination

Term. These Terms apply for the duration of any Subscription Period, any period during which Customer or a Care Professional accesses the Platform, and any period during which obligations under these Terms remain outstanding.

Termination for Cause. Either party may terminate these Terms (and any Order Form) for cause if the other party (a) materially breaches these Terms and fails to cure the breach within 30 days after receiving written notice (10 days for non-payment by Customer), or (b) becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or trustee appointed for its property, or files for or is the subject of bankruptcy proceedings that are not dismissed within 90 days.

Termination for Convenience. Customer may terminate for convenience effective at the end of the then-current Subscription Period by giving written notice of non-renewal at least 30 days before the end of the term. Knowwn may terminate for convenience by giving written notice no less than 90 days before the end of the then-current Subscription Period.

Effect of Termination. Upon termination, (a) Customer's right to access and use the Platform ends, (b) accrued payment obligations survive, (c) Knowwn will delete or return Customer Data on request as described in Section 9, and (d) the sections of these Terms that by their nature should survive termination will survive, including Sections 8, 9, 11, 13, 14, 15, 16, and 17.

Care Professional Accounts. Termination of a Customer's relationship with Knowwn does not terminate Care Professional accounts owned by individuals. Care Professional accounts continue independently as described in Section 5.

Refunds on Termination. If Customer terminates for cause under this Section 12, Knowwn will refund the pro-rated portion of pre-paid Subscription Fees for the remaining Subscription Period. No other refunds apply.

13. Warranties and Disclaimers

Each party represents and warrants that (a) it has full authority to enter these Terms and perform its obligations, (b) these Terms are binding and enforceable against it, and (c) its performance does not conflict with any other agreement to which it is bound.

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. KNOWWN DOES NOT WARRANT THAT THE PLATFORM WILL MEET CUSTOMER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE FREE OF ERRORS, OR BE FULLY SECURE. TO THE FULLEST EXTENT PERMITTED BY LAW, KNOWWN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE.

14. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 15, (B) A PARTY'S BREACH OF SECTION 8 (LICENSE AND RESTRICTIONS) OR SECTION 9 (DATA, CONFIDENTIALITY, AND AI TRAINING), OR (C) A PARTY'S WILLFUL MISCONDUCT OR FRAUD, NEITHER PARTY WILL BE LIABLE FOR (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR COST OF SUBSTITUTE GOODS OR SERVICES, OR (II) DIRECT DAMAGES IN EXCESS OF THE GREATER OF (1) THE FEES PAID BY CUSTOMER TO KNOWWN UNDER THE APPLICABLE ORDER FORM IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (2) $25,000 USD.

THIS SECTION 14 APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

15. Indemnification

By Knowwn. Knowwn will defend Customer against any third-party claim that the Platform, used in accordance with these Terms, infringes that third party's intellectual property rights, and will indemnify Customer for damages awarded against Customer or paid by Customer in settlement of such a claim. Knowwn's obligations do not apply to claims arising from (a) Customer's combination of the Platform with technology or services not provided by Knowwn, (b) Customer's modification of the Platform, or (c) Customer's use of the Platform in violation of these Terms.

By Customer. Customer will defend Knowwn against any third-party claim that Customer Data, as used in the Platform consistent with these Terms, violates that third party's privacy or other rights, and will indemnify Knowwn for damages awarded against Knowwn or paid by Knowwn in settlement of such a claim. Customer's obligations do not apply to claims arising from Knowwn's breach of these Terms or applicable law.

Procedure. The indemnifying party's obligations are conditioned on (a) prompt written notice from the indemnified party (with failure to notify excusing the indemnifying party's obligations only to the extent the failure prejudices the indemnifying party), (b) the indemnifying party's sole control of the defense and settlement, and (c) reasonable cooperation from the indemnified party. The indemnifying party may not settle a claim that admits wrongdoing by the indemnified party or imposes material obligations on the indemnified party without the indemnified party's prior written consent, which will not be unreasonably withheld.

16. Dispute Resolution and Arbitration

Informal Resolution. Before initiating arbitration, the parties agree to attempt to resolve any dispute through good-faith informal negotiation for at least 30 days, beginning when one party notifies the other in writing of the dispute.

Binding Arbitration. Any dispute arising out of or relating to these Terms, the Platform, or the parties' relationship that is not resolved through informal negotiation will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will take place in Wilmington, Delaware, or by videoconference at the parties' election. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver. Each party waives any right to participate as a plaintiff or class member in any class, collective, or representative action against the other party. The arbitrator may not consolidate claims of more than one party and may not preside over any form of consolidated, class, or representative proceeding.

Carve-Outs. Notwithstanding the foregoing, either party may bring an action in a court of competent jurisdiction to (a) seek injunctive or equitable relief to protect intellectual property rights, confidential information, or to prevent unauthorized use of the Platform, or (b) collect undisputed past-due amounts.

Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.

17. General Provisions

Notices. Notices under these Terms must be in writing in English and delivered to the addresses on file. Notices are effective on receipt for personal delivery, on confirmed electronic delivery for email, on the next business day for overnight courier, and on receipt for certified or registered mail.

Communications with Recipients and Collaborators. Knowwn treats communications with Recipients and Collaborators carefully. Knowwn restricts its communications with Recipients and Collaborators to transactional communications required to deliver recognition and related account communications. Knowwn does not sell Recipient or Collaborator information and does not add Recipients or Collaborators to marketing lists without their consent.

Right to Become a User. A Recipient or Collaborator may, at any time, opt to become a User in their own right by creating a personal account, opting into Knowwn marketing communications, or otherwise engaging with the Platform in a User capacity. Such Users retain the rights described in the Knowwn Privacy Notice.

Force Majeure. Neither party is liable for failure to perform any obligation (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, government action, internet outages, or natural disasters.

Assignment. Neither party may assign or transfer its rights or obligations under these Terms without the other party's prior written consent, except that either party may assign these Terms without consent to a successor in connection with a merger, acquisition, or sale of substantially all of its assets. Any other attempted assignment is void.

Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Severability. If any provision of these Terms is held to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary and the remaining provisions will continue in full force.

Waiver. No waiver of any provision of these Terms is effective unless in writing and signed by an authorized representative of the waiving party.

Entire Agreement. These Terms, together with the Knowwn Privacy Notice and any applicable Order Form, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements and communications.

Attorneys' Fees. In any action to enforce these Terms, the prevailing party is entitled to reasonable attorneys' fees and costs.

Counterparts. Any signed Order Form referencing these Terms may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one agreement.

Headings. Headings in these Terms are for convenience only and do not affect interpretation.

Acknowledgment. EACH PARTY ACKNOWLEDGES THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE MATERIAL TERMS THAT THE PARTIES HAVE TAKEN INTO ACCOUNT IN AGREEING TO THE COMMERCIAL TERMS OF THIS RELATIONSHIP.

18. Contact

Questions about these Terms should be directed to:

Knowwn (operated by Caroo Inc., a Delaware corporation, doing business as Knowwn)
General inquiries: support@knowwn.co
Privacy and data matters: privacy@knowwn.co