Terms Of Service
KnowFu Inc. (“KnowFu”) is the sole owner and operator of the The AskingPoint Service (“AskingPoint or Service”) provided under the AskingPoint name and offered on the AskingPoint website and related sub-domains.
ACCEPTANCE OF TERMS
The Services are available only to individuals who are at least 18 years old and to companies that are appropriately licensed and otherwise legally permitted to conduct business. You represent and warrant that (a), if you are an individual, you are at least 18 years old, and (b) if you are a company, you are appropriately licensed and are legally permitted to conduct business.
MODIFICATION OF AGREEMENT
KnowFu reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time, in its sole discretion, by posting changes on this Terms of Service page or other URLs that KnowFu may provide from time to time). Your continued use of any part of the Services following the posting of such changes or modifications will constitute your acceptance of such changes or modifications.
DESCRIPTION AND USE OF THE SERVICES
The “Services” shall mean, collectively, the “AskingPoint SDK” (“SDK”) and all associated reporting and service features of the “AskingPoint Dashboard” (“Dashboard”), including but not limited to: the “Analytics Reports”, “Rating Booster”, “Feedback Collector”, “In-App Messages”, “Push Notifications”, “Local Notifications”, “Payload”, “Surveys” and documentation.
Under this Agreement, KnowFu agrees to provide the services and allow Customer to access the Services by using the SDK, Dashboard and any updates and/or upgrades which may be made available from time to time.
SUBSCRIPTIONS AND PAYMENT
Free services are provided free of charge. Paid Subscription services (“Subscriptions”) are provided for the fees listed on the Pricing page of this website or the Enterprise Service Agreement. You agree to pay all fees and service charges that apply to any services you subscribe to, including any additional Services purchased by you or usage that exceeds the threshold limits at the rates posted, as well as any taxes, applicable to such Subscription, as published on the Site from time to time.
KnowFu may change such fees at any time and in its sole discretion, provided that any such change shall become effective at the end of the current term of User Subscription. The changes will be posted on the www.AskingPoint.com website (or such other URL that KnowFu may provide from time to time).
Subscription Services are provided on a continuous service basis. This means that, subject to the terms of this Agreement, KnowFu will automatically renew your Subscription at the end of its term unless your Subscription is canceled using the tool on your account page to downgrade to a Free Subscription plan.
If you elected to pay the fees and other charges associated with your level of Subscription, by credit card, you hereby warrants that the credit card information provided is correct, and shall promptly notify KnowFu and AskingPoint of any changes to such credit card information. You acknowledges and agree that if the credit card payment cannot be processed for any reason, KnowFu may suspend or cancel the paid services associated with the then current level of your Subscription.
BILLING, FEES, REFUNDS AND CANCELLATIONS
- Plans are billed monthly (the “Billing Period”) on the anniversary day accounts subscribe to a paid plan.
- Plan changes (up or down) are charged in the following manner:
- Upgrades are charged the pro-rated incremental difference between the old plan and the new in the Billing Period of upgrade.
- Downgrades take effect at the beginning of then next billing period.
- Refunds: All sales are final and no collected monies will be returned.
- Cancel Account: To cancel an account and stop being charged, downgrade to a free plan.
To use the Services, Customer must create and register for an account(s) (“Account”) on the AskingPoint website using the standard signup processes and include current, complete and accurate information. Registration requires Customer to provide email address(s), password(s) and username(s). Customer agrees that they are solely responsible for maintaining the confidentiality of their password and shall be solely and fully responsible for all activities that occur under Customer Account(s). KnowFu shall not be responsible for any loss, claim or other liability that may arise from the unauthorized use of any password. Customer agrees to immediately notify KnowFu of any unauthorized use of Account password or username or any other breach of security. If a password is lost or stolen, it is the Customer’s responsibility to change the password, and immediately notify KnowFu of said breach.
REPRESENTATIONS AND WARRANTIES
You represent and warrant to KnowFu that: (i) you are the owner of each application you designate in connection with the use of the Services or that you are legally authorized to act on behalf of the owner of such application for the purposes of this Agreement; (ii) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder and to permit KnowFu to perform the Services contemplated under this Agreement; (iii) you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including, without limitation, any relevant data protection or privacy laws); and (iv) you will at all times comply with all applicable KnowFu policies.
All information collected by KnowFu Inc., as a result of Customer use of The Service, is regarded by KnowFu as Customer content (“Content”) and KnowFu agrees that Customer retains full ownership of said Content and all and any associated intellectual property rights. KnowFu does not claim ownership over any Customer Content and acknowledges that these Terms do not grant KnowFu any licenses or rights to Customer Content other than those required by KnowFu to provide the Services.
Limited License to use Customer Content. Customer grants KnowFu a worldwide, royalty free license to use, reproduce, distribute, modify and adapt Customer Content for the limited purposes of providing the and as otherwise permitted by KnowFu’s privacy policies. This license for such limited purposes continues even after Customer stops using the Services, though Customer may have the ability to delete Content in relation to certain Services such that KnowFu no longer has access to it. This license extends to any trusted third parties we work with to the extent necessary to provide Services to Customer.
PRIVACY AND INFORMATION COLLECTION
KnowFu treats all Content as confidential information and only uses and/or disclose it in accordance with this Agreement (including our privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of this Agreement by KnowFu); (b) was lawfully known to KnowFu before receiving it from you; (c) is received by KnowFu from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by KnowFu without reference to your Content.
KnowFu hereby grants to Customer a nonexclusive, limited, non-transferable, revocable and non sub-licensable license to install, use, copy and distribute the SDK solely as necessary to use the Services and Platform pursuant to this Agreement for Customer applications. Customer use of the Software and Service is subject to this Agreement and does not include: (i) any resale, lease, rental, assignment or other transfer of rights of the Software or Service; (ii) modification, revision, creation of derivative works from or otherwise making any derivative uses of the Software, Service or any information or content therein; (iii) de-compilation, reverse engineering or otherwise attempting to derive the source code for the Software (except to the extent applicable laws specifically prohibit restriction of such activities); or (iv) any use of the Software or Service other than for its intended purpose. KnowFu hereby reserves all rights not expressly granted herein. Any use of the Software or Service other than as specifically authorized herein, without the prior written permission of KnowFu, is strictly prohibited and will terminate this license. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark and other intellectual property laws.
Customer hereby grants to KnowFu the limited right to use Customer company name, trademarks, service marks and/or logos to identify you as a customer of KnowFu in its press releases, marketing publications or websites. You also hereby grant to KnowFu the right to send email to you from time to time or as needed for the purposes of providing notifications about the status of the Services, as well as Newsletters and marketing emails pertaining to new Service offerings, product features and or improvements.
“Confidential Information” includes any proprietary data and any other information disclosed by one party to the other in writing and marked “confidential” or disclosed orally and, within ten business days, indicated in writing as “confidential”. Notwithstanding the foregoing, Confidential Information will not include any information that is or becomes publicly known, which is already in the receiving party’s possession prior to disclosure by a party or which is independently developed or collected by the receiving party without the use of Confidential Information. Neither party will use or disclose the other party’s Confidential Information without the other’s prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order. Upon termination of this Agreement, the parties will promptly either return or destroy all Confidential Information and, upon request, provide written certification of such.
You agree to indemnify, defend and hold harmless KnowFu, its employees, officers and directors, or users from and against any and all claims, liabilities, penalties, settlements, judgments, fees (including reasonable attorneys’ fees) arising from (i) any information that you or anyone using your account may submit or access in the course of using the Services; (ii) your breach of any representation or warranty in, or violation of the terms of this Agreement or any agreement or other instrument with a third party applicable to you; (iii) any violation or failure by you to comply with all laws and regulations in connection with your use of the Services, whether or not described herein; (iv) any disputes between you and your customers, Ad Partners, advertisers, third-party ad networks, or publishers.
If you use the Services on behalf of any third party, you represent and warrant that you are authorized to act on behalf of, and bind to this Agreement, that third party. You shall ensure that each third party is bound by and abides by the terms of this Agreement. You agree to indemnify, hold harmless and defend KnowFu and its parents, subsidiaries, affiliates, officers and employees, at your expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by KnowFu, arising out of or relating to (i) any representations and warranties made by you concerning any aspect of the Services; (ii) any claims made by or on behalf of any third party pertaining directly or indirectly to your use of the Services; (iii) violations of your obligations of privacy to any third party; and (iv) any claims with respect to acts or omissions of third parties in connection with the Services.
End-users of your products and services, or on whose computer platform you install the SDK, or with whom you perform any other transactions involving the Service are solely your customers and not customers of KnowFu. You are solely responsible for all matters related to your publishers and your customers, including without limitation, handling all support services, billing and payment, and any other transactions, inquiries and disputes of any type or nature.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
The information and services included in or available through the Services, including the Reports, may include inaccuracies or typographical errors. KnowFu may make improvements and/or changes in the Services at any time, with or without notice. You specifically agree that KnowFu shall not be responsible for unauthorized access to or alteration of the User Data or data from your applications.
KNOWFU DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY REGARDING THE SERVICES TO THE FULL EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SERVICES ARE PROVIDED “AS-IS” AND WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF PERFORMANCE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. FURTHER, KNOWFU DOES NOT MAKE, AND HAS NOT MADE, ANY REPRESENTATION OR WARRANTY THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR VIRUS-FREE OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
IN NO EVENT WILL KNOWFU, ITS SUBSIDIARIES, AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “KNOWFU PARTIES”), BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY UNDER ANY THEORY FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, ARISING OUT OF THIS AGREEMENT OR THE SERVICES, EVEN IF KNOWFU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. THE KNOWFU PARTIES’ AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE PAST THREE MONTHS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, THE KNOWFU PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
You shall not, directly or indirectly, take any fraudulent action in the use of the Services, nor shall you engage in any activity that interferes with or disrupts the Services or Platform (or servers and networks which are connected to the Platform). KnowFu may terminate your account at anytime for any reason, including without limitation, such fraudulent activity, in its sole discretion.
MODIFICATIONS TO AND TERMINATION OF THE SERVICES
KnowFu reserves the right to discontinue offering the Services or to modify the Services at any time in its sole discretion. If you are dissatisfied with any aspect of the Services at any time, your sole and exclusive remedy is to cease using it. Notwithstanding anything contained in this Agreement to the contrary, KnowFu may also, in its sole discretion, terminate or suspend your access to the Services at any time. Upon any termination of this Agreement, KnowFu will cease providing the Services, and you will delete all copies of KnowFu’s SDK from your applications.
WAIVER AND SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. KnowFu’s acquiescence in the breach of a provision of this Agreement or failure to act upon such breach does not waive KnowFu’s right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of KnowFu to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
CHOICE OF LAW AND FORUM
This Agreement and the relationship between you and KnowFu shall be interpreted in accordance with the laws of the State of New York without regard to conflict of laws principles. Subject to the arbitration provisions below, you and KnowFu hereby agree to submit exclusively, to the personal jurisdiction of the state courts with jurisdiction over Manhattan, New York and/or the U.S. District Court for the Southern District of New York.
Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and KnowFu agree that we intend that this Section satisfies the “writing” requirement of the Federal Arbitration Act.
You or KnowFu may elect to have any controversy, allegation or claim arising out of or relating to this Agreement, the Services or the User Data, including but not limited to claims for indemnification, contribution, or cross-claims in a pending action involving one or more third parties (collectively, a “Dispute”) finally and exclusively resolved by binding arbitration before a sole arbitrator under the rules and regulations of the American Arbitration Association. If an in-person arbitration hearing is required, then it will be conducted in Manhattan, New York; but if the applicable arbitration rules or laws require the arbitration to be conducted in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration, KnowFu shall have the right to elect to proceed to arbitration in such location. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocate of their choosing. You and KnowFu will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require KnowFu to pay a greater portion or all of such fees and costs in order for this Section to be enforceable, then KnowFu will have the right to elect to pay the fees and costs and proceed to arbitration.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT (I) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER; (II) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND (III) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.
YOU AGREE TO WAIVE YOUR RIGHT TO A JURY TRIAL AND UNDERSTAND THAT, ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR KNOWFU WANTS TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR KNOWFU MUST COMMENCE IT WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED.
In the event either you or KnowFu elects arbitration, for any Dispute where the total amount of the award sought is less than $10,000 USD, the party requesting relief may further elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, and the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
This Agreement constitutes the entire agreement between you and KnowFu and governs your use of the Services, superseding any prior agreements between you and KnowFu with respect to the Services.
The terms and conditions contained in this Agreement that by their sense and context are intended to survive the performance hereof by the Parties hereunder, including but not limited to the provisions relating to Indemnity, Disclaimer of Warranties and Limitation of Liability, shall so survive the completion of the performance, cancellation or termination of this Agreement.
UPDATES TO THIS AGREEMENT