Prospector® Terms and Conditions

Last Updated Date: 23 July 2020

These Knowland General Terms and Conditions (“Terms”) are agreed between The Knowland Group (“Knowland”) and the subscriber identified in a signed order for Knowland services (a “Service Order”) or the registration page on which these terms are associated (the “Subscriber” or “You”)). These Terms will govern Subscriber’s access and use of the Knowland product(s) specified in the Service Order and/or the registration page (the “Products”) and, together with the Service Order, constitute the “Agreement.”

PLEASE READ THIS AGREEMENT CAREFULLY. THE AGREEMENT GOVERNS YOUR USE OF THE PRODUCTS, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE PRODUCTS (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”). BY CLICKING ON THE “I ACCEPT” BUTTON AND/OR COMPLETING THE REGISTRATION PROCESS, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, (2) YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THE AGREEMENT ON BEHALF OF THE SUBSCRIBER AND TO BIND THAT COMPANY TO THIS AGREEMENT, AND (3) YOU ACCEPT THIS AGREEMENT ON SUBSCRIBER’S BEHALF AND AGREE THAT SUBSCRIBER WILL BE LEGALLY BOUND BY ITS TERMS. IF SUBSCRIBER DOES NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, SUBSCRIBER MAY NOT ACCESS OR USE THE PRODUCTS OR THE SERVICES.

PLEASE BE AWARE THAT SECTIONS 19 AND 20(g) OF THIS AGREEMENT, BELOW, CONTAIN PROVISIONS GOVERNING HOW DISPUTES THAT SUBSCRIBER AND WE HAVE AGAINST EACH OTHER ARE RESOLVED. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. SUBSCRIBER WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. SUBSCRIBER ALSO WAIVES ITS RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

1. DESCRIPTION OF SERVICE. Knowland provides a suite of cloud-based meeting intelligence Products and reports on a subscription basis as part of the Services. Subscriber is choosing to subscribe to one or more Services as listed in the Service Order or registration page. Additional Service Orders and/or amendments may be executed to add or substitute Services. Knowland is constantly innovating to provide the best possible experience to its Subscribers, and Subscriber acknowledges and agrees that the Services may be enhanced from time to time without prior notice. Subscriber acknowledges and agrees that Knowland has the right, in its sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. Subscriber will be notified of modifications either through notifications or posts on https://www.knowland.com/termsandconditions2020/prospector and/or through direct email communication from Knowland. Subscriber is responsible for reviewing and becoming familiar with any such modifications. Subscriber’s continued use of the Products after the effective date of the modifications will be deemed acceptance of the modified terms. Knowland will provide at least 30 days' advance notice of changes to any service level that Knowland reasonably anticipates may result in a material reduction in quality or services.
2. ACCESS TO THE SERVICES.
   1. Access. Subject to the terms and conditions contained in this Agreement, Knowland hereby grants to Subscriber a non-exclusive, non-transferable right to access the features and functions of the Products ordered under a Service Order as hosted or delivered by Knowland for Subscriber’s internal business purposes during the access term specified in the Service Order up to the Service Limits. The term “Service Limits” means the limitations on use set forth on the Service Order. Knowland shall provide to Subscriber any necessary access protocols and documentation to access and use the Services. Subscriber acknowledges and agrees that the Services will not be used, and are not made available for use, in connection with any time-critical or mission-critical functions. Subscriber will ensure that its use of the Service complies with all applicable laws, statutes, regulations or rules.
   2. Usage Restrictions. Subscriber will have the right to access and use the Services and the materials, information and content available through the Services (collectively, the “Knowland Content”) for their internal business purposes during the Term. Subscriber will not (a) create any derivative product from any of the foregoing, except that Subscriber may incorporate Knowland Content into Subscriber’s work product and share such Knowland Content with Subscriber’s employees, provided such use is for Subscriber’s internal business purposes and otherwise complies with the confidentiality obligations set forth in this Agreement; (b) allow third parties other than Authorized Users to gain access to the Services or use the Services as a service bureau or reseller of access to the Services; or (c) remove or destroy any copyright notices or other proprietary markings contained on or in a Product or Knowland Content. “Authorized Users” shall mean those employees of Subscriber who access the Services for Subscriber’s internal business purposes with a single email domain, unless Knowland approves otherwise in writing. For the avoidance of doubt, Authorized Users include any employee of Subscriber who is provided access to Knowland Content for Subscriber’s internal business purposes, whether or not such employee has been expressly granted access to the Product by Knowland. Authorized Users, however, shall not include any third party who accesses the Knowland Content for any purpose not contemplated by this Agreement. Subscriber agrees not to use any information obtained through the Services for any unlawful or unauthorized purpose. In addition, Subscriber may not access the Services for purposes of monitoring Knowland’s availability, performance or functionality, or for any other benchmarking or competitive purposes. Subscriber also may not reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services or any Knowland Product, in whole or in part.
   3. No Sharing. Any information obtained through the Services is intended only for use by Subscriber. Subscriber may not reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any portion of the Services or information obtained from Knowland to anyone other than Authorized Users without the express written consent of Knowland. If Subscriber has related properties (in that they share ownership, management, or sales teams) wishing to use the Services, then Knowland requires that each of those properties obtain their own subscription to the Services unless otherwise agreed in the Service Order.
   4. Usernames and Passwords. Subscriber will ensure that each username and password issued to an Authorized User will be used only by that Authorized User. Subscriber is responsible for maintaining the confidentiality of all Authorized Users’ usernames and passwords, and is solely responsible for all activities that occur under these usernames. Subscriber will notify Knowland promptly of any actual or suspected unauthorized use of Subscriber’s account, usernames or passwords, or any other breach or suspected breach of this Agreement. Knowland reserves the right to terminate any username and password which Knowland reasonably determines may have been used by an unauthorized third party or for an unlawful purpose. Email inquiries should be sent to clientcare@knowland.com. For Subscribers located in the European Union, see Section 21.
   5. Retained Rights; Ownership. Subject to the rights granted in this Agreement, Knowland retains all right, title and interest in and to the Products and Knowland Content, and Subscriber acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement.
3. CONTENT. The Knowland Content are proprietary to Knowland and should be considered Knowland’s Confidential Information, as defined in Section 12. For purposes of clarity, the parties acknowledge and agree that Knowland’s collection of “reader board” information is Knowland Content.
   1. Right to use Knowland Content. Subject to the terms and conditions herein, Knowland hereby grants Subscriber a limited, non-exclusive, non-transferable, revocable (only as set forth in this Agreement) license to use, display and reproduce the Knowland Content solely for Subscriber’s internal business use in accordance with the terms of this Agreement and for no other purpose. Upon termination of this Agreement, Subscriber must promptly delete or destroy all documents and other materials representing any Knowland Content and all copies thereof.
   2. Third-Party Content. Over time, content from third parties may be made available to Authorized Users through the Services. Because Knowland does not control such content, Knowland does not make any warranties, representations, or assurances about such third-party content, including without limitation, regarding the accuracy, currency, suitability, or quality of the information in such content.
4. FEES (No fees apply for the first 90 days of the Prospector Trial): Subscriber agrees to pay all fees and other charges specified in the Service Order. Knowland’s fees are exclusive of all taxes, levies or duties imposed by taxing authorities, and Subscriber shall be responsible for payment of all applicable taxes, levies, or duties, excluding only United States taxes based solely on Knowland’s income. The prices set out for the Services are exclusive of taxes and Subscriber will be responsible for all sales, goods, use, services, excise, value added, or other taxes imposed or assessed in connection with Knowland’s provision of the Services. Subscriber agrees to pay all amounts due in full, without any deductions made for taxes of any kind, and Subscriber will pay to Knowland any such taxes that Knowland is required to collect under applicable law. Subscriber will provide Knowland with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid. Subscriber agrees to provide Knowland with complete and accurate billing and contact information and shall promptly update such information if it changes. All payments are final. Billing updates and questions should be sent to billing@knowland.com.
5. PAYMENT. Subscriber must pay the fees specified in the Service Order no later than fifteen (15) days after the date of Knowland’s invoice, unless otherwise stated in the Service Order.
   1. Any late payments will be assessed late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
   2. Subscriber will be charged a fee of $25 for each returned check.
   3. Knowland may suspend access to the Services without notice if past due balances exceed ninety (90) days.
   4. Unless otherwise provided by the applicable payment processor or payment platform used in connection with your payment for Services, you must notify us in writing within seven (7) days after receiving your credit card statement/invoice if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address: billing@knowland.com.
6. TERM. The initial term of this Agreement will be as specified in the Service Order. The initial term may have two components: (a) a complimentary period of time (the “Complimentary Period”), and (b) the billable period of time (the “Billable Period”) (collectively, the “Initial Term”)
   1. If the Service Order does not specify the Initial Term it shall be deemed to be one (1) year.
   2. After the Initial Term, and again after any Renewal Term, the Term shall automatically renew for a new term equal to the Billable Period portion of the Initial Term (each, a “Renewal Term” and collectively with the Initial Term, the “Term”), unless one party provides the other party notice of non-renewal in writing as specified below in Section 7(a) within the time frame set forth in 7(a).
7. TERMINATION.
   1. Unless otherwise stated in the Service Order, Subscriber may cancel or not-renew any specific Service by notifying Knowland at least sixty (60) days prior to the end of the then current Term by email to clientcare@knowland.com.
   2. Emailed cancellation notices are not valid until confirmed by Knowland. A Knowland representative will confirm receipt and notify Subscriber of the effective cancellation date. Subscriber will continue to be responsible for payment for the Services up to and through the effective cancellation date. Cancellations are not accepted by telephone or any method other than described herein.
   3. Knowland may cancel this Agreement or any specific Service upon thirty (30) days’ prior notice.
   4. Either party may terminate this Agreement upon written notice to the other party if the other party is in material breach of this Agreement and fails to remedy the breach within thirty (30) days of notice of such breach. During the period of any such breach by Subscriber, Knowland may suspend Subscriber’s access to any of the Services in Knowland’s sole discretion.
   5. If Subscriber terminates or cancels this Agreement and subsequently enters into a new Agreement with Knowland within twelve (12) months after termination, such new Agreement will be subject to a re-instatement fee equal to the fees that would have been due during such twelve (12) month period as if the Agreement had not been canceled or terminated.
   6. If Subscriber’s access to the Products or Services is discontinued by Knowland due to a violation of any portion of the Agreement by Subscriber or any Authorized User, then Subscriber agrees that it shall not attempt to re-register with or access Products or Services through use of a different name or otherwise, and Subscriber acknowledges that it will not be entitled to receive a refund for fees related to the Products and Services to which Subscriber’s access has been terminated.
   7. Upon expiration or termination of this Agreement, all rights granted hereunder to Subscriber shall cease. The provisions of Sections 3, 12, 15, 18, 19 and 20 will survive any termination of this Agreement or any specific Service Order.
8. PRICE ESCALATION. The Service Order lists the prices for the Services. Knowland may increase the prices after the Initial Term of the Agreement. Unless otherwise stated in the Service Order, the price for each renewal term shall be increased by ten percent (10%) over the price for the prior Term. The new prices will be listed on the next Knowland invoice for the Renewal Term.
9. SUBSCRIBER NETWORK. Many Knowland Products depend on contacting users via email or users logging into Knowland’s cloud-based website. Knowland is not responsible for website blockages due to Subscriber’s spam, malware, virus, or any other filters or for any other technical reasons within Subscriber’s network or technical infrastructure.
10. ASSIGNMENT. Subscriber may assign this Agreement upon Knowland’s written approval, which approval will not be unreasonably withheld or delayed. If the new owner or manager chooses not to assume this contract, then the original Subscriber will be liable for an early termination fee equal to the remaining amount due for the current Term of the Agreement. If Subscriber undergoes a change of control, Subscriber will continue to be bound by the terms of this Agreement. Knowland may assign this Agreement in connection with any merger, consolidation, or reorganization involving Knowland, or a sale of all or substantially all of Knowland’s assets.
11. KNOWLAND ACCESS.
    1. Access to certain “readerboard” data is critical to the provision of many of the Services. Knowland views Subscribers as industry partners in the data collection process and access to the Services is conditioned upon Subscriber willingly sharing information with Knowland about its meetings and group business.
    2. Accordingly, and as a requirement of Subscriber's participation in the Knowland Prospector Trial and/or the Knowland Prospector products, Subscriber hereby authorizes Knowland to collect and use the reader board information submitted via Amadeus and that is housed on any Amadeus or Amadeus subsidiary's or affiliate's software, subscription product, or database. This access will be for a minimum period of two years, starting from the effective date of the Knowland Prospector Trial. The data will be collected via an API feed directly from the Amadeus Sales & Event Management platform.
    3. In the event that Subscriber's reader board information is not available, in whole or in part, from the Amadeus Sales & Event Management platform for any reason, Knowland may, at Knowland's sole option, ask Subscriber to provide Knowland access to Subscriber's readerboard data. Examples of the methods by which Knowland may request such access include but are not limited to, the following:
       1. Knowland may ask Subscriber to self-report, in which case: (i) Knowland will provide a self-reporting option that does not create an excessive administrative burden on Subscriber; (ii) Subscriber must self-report “readerboard” data in a form reasonably acceptable to Knowland; and (iii) Subscriber represents and warrants that all reported data will be accurate, complete and truthful in all respects.
       2. Knowland may ask Subscriber to allow Knowland and its employees and agents access to Subscriber’s premises for the purpose of recording “readerboard” data, in which case: (i) Subscriber will not unreasonably restrict or block such access; and (ii) if Knowland requests access and Subscriber is unwilling or unable to comply fully with Knowland's request, then Subscriber will be required to supply the information by alternate means (e.g., self-reporting).
       3. If Subscriber fails to self-report or otherwise make its readerboard data available to Knowland as contemplated in this Agreement, Knowland may terminate this Agreement for breach unless such breach is cured as contemplated in this Agreement.
12. CONFIDENTIALITY. The parties acknowledge that during the performance of this Agreement, each party may have access to the other party’s Confidential Information or Confidential Information of third parties that the disclosing party is required to maintain as confidential. “Confidential Information” shall mean all written or oral information, disclosed by either party to the other, related to the operations of either party or a third party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential.
    1. Mutual Confidentiality Obligations. Each party agrees to use Confidential Information disclosed by the other party only for the purposes described in these Terms and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party. To the extent practicable, each party will return or destroy, all Confidential Information disclosed by the other party that is in its possession upon termination or expiration of this Agreement, provided that upon expiration or termination of this Agreement for any reason, Subscriber must delete or destroy all Knowland Content in accordance with Section 3.
       1. Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of the two paragraphs above will not apply to Confidential Information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing party without restriction.
    2. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party to allow such other party to make a reasonable effort to obtain a protective order; or to establish a party’s rights under this Agreement, including to make such court filings as it may be required to do.
    3. Survival Period. The obligations set forth in this Section shall survive the termination or expiration of this Agreement for a period of three (3) years.
13. WARRANTIES. Knowland warrants that it will provide the Services using commercially reasonable care and skill. Knowland represents and warrants that Knowland uses industry standard means to detect and remove viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate the contents of any databases, and/or the normal operation of any computer systems (“Virus”). To protect against the introduction of Viruses, Knowland shall follow commercially reasonable prudent procedures and use then-current commercially available Virus detection mechanisms to test Knowland’s technology (within the limitations of such commercially available virus detection mechanisms) for all Viruses. Subscriber also represents and warrants that it uses commercially reasonable prudent procedures and then-current commercially available Virus detection mechanisms to generally protect its systems.
14. DISCLAIMER. KNOWLAND MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, NONINFRINGEMENT, OR THE QUALITY OR UTILITY OF ANY INFORMATION AVAILABLE THROUGH THE SERVICES. EXCEPT FOR THE FOREGOING EXPRESS WARRANTY, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS, AND SUBSCRIBER UNDERSTANDS THAT SUBSCRIBER ASSUMES ALL RISKS OF THE USE, QUALITY, AND PERFORMANCE OF THE SERVICES. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. KNOWLAND IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS OR ANY OTHER FORCE MAJEURE EVENT. KNOWLAND DOES NOT WARRANT THAT THE SERVICE WILL ALWAYS BE AVAILABLE.
15. LIMITATION OF LIABILITY. OTHER THAN A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) IN CONNECTION WITH THE USE OF THE SERVICES, EVEN IF A PARTY IS NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. KNOWLAND’S ENTIRE LIABILITY FOR ANY CLAIM RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY SUBSCRIBER TO KNOWLAND FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD BEFORE THE CLAIM AROSE. THIS LIMIT APPLIES COLLECTIVELY TO KNOWLAND AND ITS LICENSORS, SUBSIDIARIES, CONTRACTORS, AND SUPPLIERS.
16. COMPLIANCE WITH LAWS. Each party, at its expense, shall fully comply with all applicable laws, rules, orders, regulations, and ordinances, including all applicable export control laws, rules, and regulations relating to provision of, access to, or use of any materials and Products. Subscriber agrees not to use any information obtained through the Services for any unlawful or unauthorized purpose. Subscriber agrees to indemnify, hold harmless, and defend Knowland for any claims, losses, or damages resulting from Subscriber’s breach of this Section, to the extent allowed by law.
17. PRIVACY. Knowland will protect the privacy of Subscriber’s personal information as described in Knowland’s Privacy and Cookie Policy at https://www.knowland.com/privacystatement.
18. NOTICE. All notices related to this Agreement may be given by Knowland through the Services including, without limitation, via email or posting for access under “Agreement” on the home page of the Service or by mail to the last address given by Subscriber to Knowland. Notice by a Subscriber will be given to Knowland by mail to: (a) The Knowland Group Inc., 1735 N Lynn St, Suite 600 Arlington, VA 22209, or (b) the following email: accounting@knowlnd.com. Subject to Section 7 with respect to cancellation notices, all other notices will be deemed given when posted on the Services or sent to the recipient’s e-mail address or when received if sent by facsimile or mail.
19. DISPUTE RESOLUTION. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Knowland and limits the manner in which you can seek relief from us.
    1. Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Products and Services or to any aspect of your relationship with Knowland, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify; and (2) you or Knowland may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
    2. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent: Corporate Service Company, 251 Little Falls Drive, Wilmington, DE 19808. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider, by a single arbitrator. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.
    3. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in Arlington County, Virginia. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
    4. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Knowland. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
    5. Waiver of Jury Trial. YOU AND KNOWLAND HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Knowland are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 19(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
    6. Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in Arlington County, Virginia. All other disputes, claims, or requests for relief shall be arbitrated.
    7. Notwithstanding any provision in this Agreement to the contrary, we agree that if Knowland makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Knowland at the following address: accounting@knowland.com.
20. GENERAL.
    1. The communications between Subscriber and Knowland may take place via electronic means, whether you use the Products or send Company e-mails, or whether Company posts notices on Products or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Knowland in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Knowland provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
    2. The parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the parties, their successors and permitted assigns. Nothing herein, whether express or implied, shall confer upon any person or entity, other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.
    3. No failure or delay by a party in enforcing this Agreement shall be construed as a waiver, nor shall any waiver be effective, unless expressly set forth in a writing executed by the party waiving.
    4. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby, and the parties shall substitute for the affected portion an enforceable provision which closest approximates the intent and the economic effect thereof.
    5. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement.
    6. This Agreement may be executed in counterparts, each of which will constitute an original and all of which together shall constitute one instrument. Facsimile, .pdf, and electronic signatures are acceptable and binding under this Agreement.
    7. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, as if performed wholly within the state and without regard to conflicts of law principles or the United Nations Convention on Contracts for the International Sale of Goods. In the event any legal action is taken by either party against the other party to enforce any of the terms and conditions of this Agreement, it is agreed that the unsuccessful party to such action shall pay to the prevailing party therein all court costs, reasonable attorneys’ fees and expenses incurred by the prevailing party.
    8. This Agreement, including the Service Order and these Terms, constitutes the entire agreement between Subscriber and Knowland regarding the subject matter set forth herein, and this Agreement supersedes all prior proposals, representations, statements, negotiations, agreements and undertakings relating to such subject matter. Neither party is responsible for failure to fulfill its obligations due to causes beyond its control.
    9. Knowland shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, internet, labor or materials. If a force majeure event occurs that affects Knowland’s performance of its obligations under the Agreement: (a) Knowland will provide notice as soon as reasonably possible; and (b) Knowland’s obligations under the Agreement will be suspended and the time for Knowland’s performance of its obligations will be extended for the duration of the force majeure event. You may cancel the Services affected by a force majeure event which has continued for more than 30 days. To cancel please contact Knowland.
21. GDPR COMPLIANCE. Additional terms and conditions applicable to Subscribers located in the European Union are located at: https://www.knowland.com/termsandconditions-gdpr.
22. INTERNATIONAL PROVISIONS. The following provisions shall apply only if you are located in the countries listed below.
    1. United Kingdom. A third party who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
    2. Germany. Notwithstanding anything to the contrary in Section 15, Knowland is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).

End of Terms.