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Last Updated: 9th December, 2025
BY CLICKING ON AN "I ACCEPT", "SIGN UP", OR SIMILARLY LABELLED BUTTON, OR BY ACCESSING, USING, OR OTHERWISE EXERCISING ANY RIGHTS TO USE THE KNOPS AI PLATFORM (AS DEFINED BELOW) OFFERED BY NELL AI LABS LLC, A DELAWARE LIMITED LIABILITY COMPANY WITH A REGISTERED OFFICE AT 8 THE GREEN, SUITE A, DOVER, DE 19901, USA ("NELL AI LABS", "WE", "US" OR "OUR"), INCLUDING BY ACCESSING OR USING ANY KNOPS SOFTWARE OR SERVICES, THE INDIVIDUAL, COMPANY, OR OTHER LEGAL ENTITY ("CUSTOMER" OR "YOU") AGREES TO BE BOUND BY THIS AGREEMENT.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE KNOPS AI PLATFORM.
This Agreement may be supplemented by one or more order forms (each, an "Order Form"), statement of work ("SOW"), or similar documents signed or accepted by both parties. In the event of a conflict, the Order Form or SOW will control this Agreement.
During the Term (as defined in Section 6) specified in an applicable Order Form issued by Nell AI Labs or an authorized reseller, and subject to Customer's payment of all applicable fees, Nell AI Labs grants to the Customer identified in the Order Form a non-exclusive, non-transferable, non-sublicensable license to access and use the Knops AI Platform solely for Customer's internal business purposes, in accordance with the applicable documentation provided by Nell AI Labs (the "Documentation").
For purposes of this Agreement:
"Knops AI Platform" means the hosted, cloud-based version of the Knops software and services made available by Nell AI Labs, including web applications, APIs, and any associated tools used to generate documentation, knowledge bases, support content, and related outputs using AI models.
"Knops Software" means:
Customer's access is limited to the usage scope, features, and user quantities stated on the applicable Order Form.
Except as expressly permitted in this Agreement or an Order Form, Customer shall not (and shall not permit any third party to):
Customers shall obtain and maintain all necessary consents and disclosures required under applicable laws (including data protection laws) to allow Nell AI Labs to access, process, and store Customer Data (as defined in Section 4) in connection with providing the Knops AI Platform.
Except for the limited rights expressly granted to Customer, Nell AI Labs reserves all right, title, and interest in and to the Knops AI Platform, Knops Software, and all related intellectual property rights.
If an Order Form or SOW specifies professional services (e.g., implementation, onboarding, custom integrations, content migration) ("Professional Services"), Nell AI Labs will provide such services in a professional manner consistent with industry standards and in accordance with the applicable SOW. Unless otherwise stated, all Professional Services are provided on a time-and-materials basis.
Subject to Customer's payment of applicable fees, Nell AI Labs will provide technical support and service availability in accordance with its then-current support and service level policy (the "SLA"), attached as Exhibit A or referenced in the Order Form.
"Customer Data" means any data, content, code, files, documents, support tickets, repository information, or other material that Customer (or its users) uploads, submits, or connects to the Knops AI Platform, including data retrieved via integrations (e.g., GitHub, Google Drive, Zendesk).
Customer retains all ownership rights to Customer Data, and Nell AI Labs does not claim ownership in it.
Customer grants Nell AI Labs a limited, non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Customer Data solely:
Nell AI Labs may use third-party or proprietary AI models to process Customer Data for generating outputs. Unless otherwise agreed in writing:
Nell AI Labs will implement commercially reasonable technical and organizational measures to protect Customer Data, consistent with its security policy and any applicable data processing agreement (DPA) executed between the parties.
For thirty (30) days following any expiration or termination of this Agreement, Nell AI Labs will make Customer Data available for export upon request. After such a period, Nell AI Labs may delete or anonymize Customer Data, unless a longer retention period is required by law.
Customers may cancel their subscription at any time. To cancel, you may use the cancellation feature within the Knops AI dashboard or contact our support team at support@knops.ai.
Cancellations will take effect at the end of the then-current billing period. Customer will continue to have access to the Knops AI Platform until the end of such period. Nell AI Labs does not provide refunds or credits for any partial subscription periods or unused usage, except as expressly stated in this Agreement.
This Agreement begins on the Effective Date (the earlier of Order Form effective date or first use of the Knops AI Platform) and continues for the initial term specified in the Order Form (the "Initial Term"). Unless otherwise stated, the Agreement will automatically renew for successive twelve (12) month periods (each, a "Renewal Term") unless either party gives written notice of non-renewal at least sixty (60) days before the end of the Initial Term or then-current Renewal Term. The Initial Term and all Renewal Terms are collectively the "Term".
If the Knops AI Platform is provided on a trial/evaluation basis, the term of such evaluation is as stated in the Order Form or, if not stated, thirty (30) days. Nell AI Labs may suspend or terminate an evaluation at any time.
Either party may terminate this Agreement upon written notice if:
Nell AI Labs may terminate this Agreement immediately upon notice if Customer materially breaches the usage restrictions in Section 1.2.
Upon expiration or termination of this Agreement:
Sections that by their nature should survive termination (including but not limited to Sections 1.2, 4, 5, 6.3, 6.4, 7, 8, 9, and 10, and Exhibit A) will survive termination or expiration of this Agreement.
Nell AI Labs will defend Customer against any third-party claim alleging that the Knops AI Platform, when used as permitted under this Agreement, directly infringes a valid patent, copyright, or trade secret, and will pay any damages finally awarded (or agreed to in settlement) that are attributable to such claim, provided that Customer:
If the Knops AI Platform is found or believed by Nell AI Labs to infringe, Nell AI Labs may, at its option:
Nell AI Labs' indemnity obligations do not apply to claims arising from: (i) misuse of the Knops AI Platform; (ii) modifications not made by Nell AI Labs; (iii) combination with third-party products not provided by Nell AI Labs; or (iv) use after Nell AI Labs has notified Customer to stop due to an infringement concern.
Customer will defend Nell AI Labs against third-party claims arising from: (i) Customer Data; (ii) Customer's violation of this Agreement; or (iii) Customer's breach of Section 1.2, and will pay any damages finally awarded (or agreed to in settlement) that are attributable to such claims, subject to similar notice and cooperation requirements as in Section 7.1.
Nell AI Labs warrants that, during the applicable paid Term, the Knops AI Platform will perform materially in accordance with the Documentation and the SLA (Exhibit A). Customer's exclusive remedy for breach of this warranty is the service credits (or, if applicable, refund and termination) described in Exhibit A.
Nell AI Labs warrants that Professional Services will be performed in a professional manner consistent with industry standards. Customer's exclusive remedy is reperformance of the nonconforming services if notified in writing within thirty (30) days of performance.
For evaluation or beta access, the Knops AI Platform is provided "AS IS" with no warranties and no SLA.
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE KNOPS AI PLATFORM, KNOPS SOFTWARE, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
AI-GENERATED OUTPUTS MAY BE INACCURATE OR INCOMPLETE; CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING OUTPUTS BEFORE RELYING ON THEM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
These limitations do not apply to Customer's payment obligations, or either party's liability for fraud, gross negligence, willful misconduct, or IP indemnification obligations in Section 7.
Each party ("Receiving Party") may receive confidential or proprietary information from the other ("Disclosing Party"). "Confidential Information" means any non-public information disclosed by a party that is designated as confidential or that should reasonably be understood to be confidential, including software, business plans, product roadmaps, pricing, and Customer Data.
The Receiving Party will:
Confidential Information does not include information that: (i) is or becomes public through no fault of the Receiving Party; (ii) was known to the Receiving Party without restriction before receipt; (iii) is received from a third party without restriction; or (iv) is independently developed without use of the Confidential Information.
Either party may disclose confidential information when required by law, provided it gives reasonable notice (to the extent legally permitted) and cooperates in seeking protective measures.
The Knops AI Platform may collect technical and usage data in de-identified form for monitoring, security, diagnostics, and product improvement. Nell AI Labs may use such data for its business purposes, provided it does not identify customers or individuals.
Neither party is liable for failure or delay due to causes beyond its reasonable control (e.g., natural disasters, war, government actions, internet failures, labor disputes, epidemics).
Each party will comply with applicable laws. The Knops AI Platform and related technology may be subject to U.S. and foreign export control laws. Customers shall not export or permit access in violation of such laws.
Certain components of the Knops Software may be provided under open-source licenses. Those components are licensed under the terms of the applicable open-source licenses, which govern Customer's use of those components.
Formal notices must be in writing and will be deemed given when delivered personally, sent by recognized overnight courier, or by certified mail to the addresses set forth on the Order Form or, for Nell AI Labs:
The parties are independent contractors; nothing creates a partnership, joint venture, or agency.
Neither party may assign this Agreement without the other's prior written consent, except that either party may assign it without consent to a successor in connection with a merger, acquisition, or sale of substantially all assets. Any prohibited assignment is void.
This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict of law principles. The state and federal courts located in Delaware shall have exclusive jurisdiction over any dispute arising out of this Agreement, and the parties consent to such jurisdiction and venue.
If any provision is held invalid, the remaining provisions will remain in effect. Failure to enforce any provision is not a waiver of future enforcement.
This Agreement, together with any Order Forms and SOWs, constitutes the entire agreement between the parties and supersedes all prior agreements regarding its subject matter. Any changes must be in writing and signed or accepted by both parties.
Nell AI Labs will use commercially reasonable efforts to make the Knops AI Platform available with a Monthly Uptime Percentage of at least 99.9% ("Service Commitment"). If the Service Commitment is not met, Customer may be eligible for Service Credits as described below.
| Monthly Uptime Percentage | Credit* |
|---|---|
| ≥ 99.0% and < 99.9% | 1 day of service credit |
| ≥ 95.0% and < 99.0% | 3 days of service credit |
| < 95.0% | 7 days of service credit |
*Credits will not exceed 50% of the Fees payable for the affected month.
To receive a credit, customers must email sales@knops.ai within 30 days of the incident, with logs and timestamps showing Downtime. Nell AI Labs' internal logs are authoritative for resolving disputes.
The Service Commitment does not apply to Downtime caused by: