KnocScore End User License Agreement (EULA)

Portions of KNOC Inc. application software are Patent Pending. You are granted a license for free use to use the software. KNOC Inc. makes no warranties against defects. There are risks to use of the software including an unlikely loss of data. As per our privacy policy, for the purposes of the use of this software and understanding its performance, as well as how our users use our software, we do collect data such as errors, and information that is necessary for the operation of the application. Your data is your data, and our business model promotes integrity, transparency, and privacy. Your best interests are our best interests period.

Please read this Agreement carefully. It is a legal document that explains your rights and obligations related to your use of the Software, including any Services you access or purchases you make through the Software. By downloading or using the Software, or by otherwise indicating your acceptance of this Agreement, you are agreeing to be bound by the terms of this Agreement. If you do not or cannot agree to the terms of this Agreement, do not use the website, Abd if available, do not download or use the KnocScore Software.

In particular, we want to highlight some important terms, policies, and procedures in this Agreement. By accepting this Agreement:

1. You are agreeing to rules and policies that are expressly incorporated into this Agreement. Please read them carefully.
2. Our Privacy Policy, is posted at https://knocscore.com/privacy
3. You and KNOC Inc. agree to resolve disputes between us in individual arbitration (not in court). We believe the alternative dispute-resolution process of arbitration will resolve any dispute fairly and more quickly and efficiently than formal court litigation. Section 12 explains the process in detail. We’ve put this up front (and in caps) because it’s important:

THIS AGREEMENT CONTAINS A BINDING, INDIVIDUAL ARBITRATION AND CLASS-ACTION WAIVER PROVISION. IF YOU ACCEPT THIS AGREEMENT, YOU AND KNOC INC. AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION. YOU AGREE THAT KNOC INC. IS NOT RESPONSIBLE FOR YOUR LEGAL FEES. TO ENTER INTO THIS LICENSE AGREEMENT, YOU MUST BE AN ADULT OF THE LEGAL AGE OF MAJORITY IN YOUR COUNTRY OF RESIDENCE. YOU ARE LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS USING OR ACCESSING OUR SOFTWARE, INCLUDING THE ACTIONS OF ANYONE YOU ALLOW TO ACCESS TO YOUR ACCOUNT. YOU AFFIRM THAT YOU HAVE REACHED THE LEGAL AGE OF MAJORITY, UNDERSTAND AND ACCEPT THIS AGREEMENT (INCLUDING ITS DISPUTE RESOLUTION TERMS). IF YOU ARE UNDER THE LEGAL AGE OF MAJORITY, YOUR PARENT OR LEGAL GUARDIAN MUST CONSENT TO THIS AGREEMENT.

Certain words or phrases are defined to have certain meanings when used in this Agreement. Those words and phrases are defined below in Section 16.

1. License Grant

KNOC Inc. grants you a personal, non-exclusive, non-transferable, non-sublicensable limited right and license to use the Software and Services for your personal, non-commercial use (the “License”). The rights that KNOC Inc. grants you under the License are subject to the terms of this Agreement, and you may only make use of the License if you comply with all applicable terms. The License becomes effective on the date you accept this Agreement. The Software is licensed, not sold, to you under the License. The License does not grant you any title or ownership in the Software. Certain Software and Services may be subject to additional terms specific to that Software or Service, including for example Software Specific Terms. By using Software or a Service subject to additional terms, you agree to such additional terms.

2. License Conditions

You may not do any of the following with respect to the Software or any of their parts: (a) copy, reproduce, display, perform, or otherwise use it in a way that is not expressly authorized in this Agreement or its Software Specific Terms; (b) sell, rent, lease, license, distribute, or otherwise transfer it; (c) reverse engineer, derive source code from, modify, adapt, translate, decompile, or disassemble it or make derivative works based on it; (d) remove, disable, circumvent, or modify any proprietary notice or label or security technology included in it; (e) create, develop, distribute, or use any unauthorized software programs to gain advantage in any online or other game modes; (f) use it to infringe or violate the rights of any third party, including but not limited to any intellectual property, publicity, or privacy rights; (g) use, export, or re-export it in violation of any applicable law or regulation.

3. Updates and Patches

KNOC Inc. may provide patches, updates, or upgrades to the Software that must be installed in order for you to continue to use the Software or Services. KNOC Inc. may update the Software remotely without notifying you, and you hereby consent to KNOC Inc. applying patches, updates, and upgrades. KNOC Inc. may modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the Software or Services at any time. You acknowledge that your use of the Software or Services does not confer on you any interest, monetary or otherwise, in any aspect or feature of the Software or Services, including but not limited to any in-game rewards, achievements, character levels. You also acknowledge that any character data, game progress, game customization or other data related to your use of the Software or Services may cease to be available to you at any time without notice from KNOC Inc., including without limitation after a patch, update, or upgrade is applied by KNOC Inc.. KNOC Inc. does not have any maintenance or support obligations with respect to the Software or Services.

4. User Generated Content

Some user generated content that is created by you through the use of our product is granted to KNOC INC and KnocScore as a non-exclusive, fully-paid, royalty-free, irrevocable, perpetual, transferable, and sublicensable license to use, copy, modify, adapt, distribute, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit your UGC for any purposes, for all current and future methods and forms of exploitation in any country.

This does not include content that you have created for your use or for use by others. Content that falls under this category, you grant KNOC Inc. and KnocScore an exclusive, royalty-free, irrevocable, perpetual, transferable, and sub-licensable license to store and with your authorization to distribute.

5. Feedback

If you provide KNOC Inc. and KnocScore with any Feedback, you hereby grant KNOC Inc. and KnocScore a non-exclusive, fully-paid, royalty-free, irrevocable, perpetual, transferable, sublicensable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit that Feedback for any purposes, for all current and future methods and forms of exploitation in any country. If any such rights may not be licensed under applicable law (such as moral and other personal rights), you hereby waive and agree not to assert all such rights. You understand and agree that KNOC Inc. and KnocScore is not required to make any use of any Feedback that you provide. You agree that if KNOC Inc. and KnocScore makes use of your Feedback, KNOC Inc. and KnocScore is not required to credit or compensate you. You represent and warrant that you have sufficient rights in any Feedback that you provide to KNOC Inc. and KnocScore to grant KNOC Inc. and KnocScore and other affected parties the rights described above. This includes but is not limited to intellectual property rights and other proprietary or personal rights.

6. Ownership/Third Party Licenses

KnocScore includes dynamically linked software licensed under GNU GPL3 from third party developer companies and individuals. KnocScore makes this software available free of charge and is downloadable as source code from GitHub. Specifically, if included, Video software from the FFMPEG foundation and from JAVE2. Third Party software is not guaranteed against defects. (No software is free of defects) and it is understood that third party vendors make no claims for warrantee against possible defects.

The GNU GPL3 license is viewable at: https://www.gnu.org/licenses/gpl-3.0.en.html

Some third party software libraries are licensed under the Apache 2 License. The Apach 2 license is viewalble at: https://www.apache.org/licenses/LICENSE-2.0

All modifications and the original creation of 3rd party software is viewable at our Github account at Lowell.Runnermann at GitHub. Some portions of KnocScore is available for viewing on the above GitHub account.

7. Disclaimers and Limitation of Liability

The Software and Services are provided on an “as is" and “as available" basis, “with all faults" and without warranty of any kind. KNOC Inc. , its affiliates, and their licensors and service providers (collectively, the “KNOC Inc. Parties") disclaim all representations, warranties and conditions (whether express or implied) with respect to the Software and Services, including without limitation regarding non-infringement, merchantability, or fitness or suitability for any purpose (whether or not KNOC Inc. knows or has reason to know of any such purpose), whether arising under law, by reason of custom or usage in the trade, or by course of dealing. Without limiting the generality of the foregoing, the KNOC Inc. Parties make no warranty that (1) the Software or Services will operate properly, (2) the operation of the Software or Services will be uninterrupted or free of bugs, errors, or malware (such as viruses), or (3) any defects in the Software or Services can or will be corrected. This paragraph will apply to the maximum extent permitted by applicable law.

To the maximum extent permitted by applicable law, the KNOC Inc. Parties shall not be liable for any loss of profits or any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or in connection with this Agreement, the Software or Services, even if an KNOC Inc. Party has been advised of the possibility of such damages. Further, to the maximum extent permitted by applicable law, the aggregate liability of the KNOC Inc. Parties arising out of or in connection with this Agreement or the Software or Services will not exceed the total amounts you have paid (if any) to KNOC Inc. for the particular Software or Service to which the liability relates during the twelve (12) months immediately preceding the events giving rise to such liability. These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation.

As used in the above exclusion of certain warranties and limitation of liability, the term “KNOC Inc. Parties" includes the developer of a Software or Service licensed to you under this Agreement (whether KNOC Inc. , its affiliate, or a third party) unless you have agreed to Software Specific Terms for that Software or Service that include a disclaimer of the developer’s warranties or limitation of the developer’s liability.

Notwithstanding the foregoing, some countries, states, provinces or other jurisdictions do not allow the exclusion of certain warranties or the limitation of liability as stated above, In such cases, the use of this software is not authorized.

8. Indemnity

You agree to indemnify, pay the defense costs of, and hold harmless the KNOC Inc. Parties and their respective employees, officers, directors, agents, contractors, and other representatives from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise from or in connection with (a) any claim that, if true, would constitute a breach by you of this Agreement or negligence by you, (b) any act or omission by you in using the Software or Services, or (c) any claim of infringement or violation of any third-party intellectual property rights arising from your authorization to KNOC Inc. ’s use of your content, UGC or Feedback. You agree to reimburse the KNOC Inc. Parties on demand for any defense costs incurred by the KNOC Inc. Parties and any payments made or loss suffered by the KNOC Inc. Parties, whether in a court judgment or settlement, based on any matter covered by this Section 8.

If you are prohibited by law from entering into the indemnification obligation above, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation above.

As used in the above indemnity provisions, the term “KNOC Inc. Parties" includes the developer of a Software or Service licensed to you under this Agreement (whether KNOC Inc. , its affiliate, or a third party) unless you have agreed to Software Specific Terms for that Software or Service that include an indemnity of the developer.

9. Termination

Without limiting any other rights of KNOC Inc. , this Agreement will terminate automatically without notice if you fail to comply with any of its terms and conditions. You may also terminate this Agreement by deleting all copies of the Software. Upon any termination, the License will automatically terminate, you may no longer exercise any of the rights granted to you by the License, and you must destroy all copies of the Software in your possession.

Except as expressly stated otherwise herein or to the extent required by law, all payments and fees are non-refundable under all circumstances, regardless of whether or not this Agreement has been terminated.

Sections 2, 4-13, 15-17 will survive any termination of this Agreement.

11. Governing Law and Jurisdiction

You agree that this Agreement will be deemed to have been made and executed in the State of California, U.S.A., and any dispute will be resolved in accordance with the laws of California, excluding that body of law related to choice of laws, and of the United States of America. Any action or proceeding brought to enforce the terms of this Agreement or to adjudicate any dispute must be brought in the Superior Court of San Jose County, State of California or the United States District Court in San Francisco, California. You agree to the exclusive jurisdiction and venue of these courts. You waive any claim of inconvenient forum and any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement.

12. Binding, Individual Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. Most issues can be resolved quickly and amicably by contacting KNOC Inc. customer support at https://knocscore.com/customer-service. But we understand that sometimes disputes can’t be easily resolved by customer support. This Section explains how You and KNOC Inc. agree to resolve those disputes, including (where applicable) by binding, individual arbitration.

Arbitration is an alternative dispute-resolution procedure that allows us to resolve issues without the formality of going to court. Any dispute between You and KNOC Inc. is submitted to a neutral arbitrator (not a judge or jury) for fair and fast resolution. Arbitration is more efficient for both you and KNOC Inc. .

12.1 Informal Resolution.

If you have an issue that we can’t resolve, prior to starting arbitration You and KNOC Inc. agree to attempt to resolve the dispute informally to help get us to a resolution and control costs for both parties. You and KNOC Inc. agree to make a good-faith effort to negotiate any dispute between us for at least 30 days (“Informal Resolution"). Those informal negotiations will start on the day You or KNOC Inc. receive a written Notice of a Dispute in accordance with this Agreement.

You will send your Notice of Dispute to KNOC Inc., ATTN: NOTICE OF DISPUTE, Box 3104, E Camelback Rd. #267 Phoenix, AZ 85016, U.S.A. Include your name, account name you use while using the Software, address, how to contact you, what the problem is, and what you want KNOC Inc. to do. If KNOC Inc. has a dispute with You, KNOC Inc. will send our Notice of Dispute to your registered email address and any address You have provided us.

If you reside in the European Union (“EU"), You may also be entitled to submit Your complaint to the European Commission’s Online Dispute Resolution (ODR) Platform. ODR allows EU consumers to resolve disputes related to the online purchases of goods and services without going to court. You agree to notify us of this dispute by mailing or contacting us.

If the dispute isn’t resolved within by Informal Resolution, You or KNOC Inc. may start an arbitration in accordance with this Agreement.

12.2 Binding Individual Arbitration.

THE ARBITRATION PROCEEDINGS IN THIS SECTION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY.

This means that You and KNOC Inc. agree to a dispute-resolution process where we submit any Dispute to a neutral arbitrator (not a judge or jury) that makes the final decision to resolve the Dispute. JAMS uses experienced professionals to arbitrate disputes, which helps You and KNOC Inc. resolve any disputes fairly, but more quickly and efficiently than going to court. The arbitrator may award the same remedies to you individually as a court could, but only to the extent required to satisfy your individual claim.

The arbitrator’s decision is final, except for a limited review by courts under the U.S. Federal Arbitration Act, and can enforced like any other court order or judgment.

12.3.1 Disputes We Agree to Arbitrate:

You agree to submit all Disputes between You and KNOC Inc. to individual binding arbitration. “Dispute" means any dispute, claim, or controversy (except those specifically exempted below) between You and KNOC Inc. that relates to your use or attempted use of KNOC Inc.’s products or services and KNOC Inc.’s products and services generally, including without limitation the validity, enforceability, or scope of this Binding Individual Arbitration section.

You agree to arbitrate all Disputes regardless of whether the Dispute is based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory.

The Informal Resolution and Arbitration sections do not apply to (1) individual actions in small-claims court; (2) pursuit of enforcement actions through a government agency if the law allows; (3) a complaint or remedy under the EU General Data Protection Regulation; (4) an action to compel or uphold any prior arbitration decision; (5) KNOC Inc.’s right to seek injunctive relief against You in a court of law to preserve the status quo while an arbitration proceeds; (6) claims of piracy, creation, distribution, or promotion of Cheats, and intellectual-property infringement, and (7) the enforceability of the Class Action Waiver clause below.

You and KNOC Inc. agree that whether a dispute is subject to arbitration under this Agreement will be determined by the arbitrator rather than a court.

12.3.2 Arbitration Procedure:

To start an arbitration, review the JAMS Rules and follow the instructions for initiating an arbitration on the JAMS website. The party starting an arbitration must send JAMS a “Demand for Arbitration" (available on its website), pay a filing fee, and mail a copy of the Demand for Arbitration to the opposing party. You will send a copy to KNOC Inc., Legal Department, ATTN: ARBITRATION OF DISPUTE, 3104 E Camelback Rd., Phoenix, AZ, U.S.A. KNOC Inc. will send our copy to your registered email address and any billing address You have provided us.

The arbitration will be conducted by a single JAMS arbitrator selected with substantial experience in resolving intellectual-property and commercial-contract disputes. You and KNOC Inc. both agree that the arbitration will be conducted in the English language and that the arbitrator will be bound by this Agreement.

If an in-person hearing is required, the hearing will take place either in San Jose California. The arbitrator (not a judge or jury) will resolve the Dispute. Unless You and KNOC Inc. agree otherwise, any decision or award will include a written statement stating the decision of each claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

The arbitrator may only award legal or equitable remedies that are requested by You or KNOC Inc. to satisfy one of our individual claims (that the arbitrator determines are supported by credible relevant evidence). The arbitrator may not award relief against KNOC Inc. respecting any person other than You.

Any decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial acceptance of any award and an order of enforcement.

12.3.3 Arbitration Fees and Location:

You agree that you are responsible for your filing fees, costs, and attorney fees.

12.3.4 Notice and Filing. If a Dispute must be arbitrated, You or KNOC Inc. must start arbitration of the Dispute within 1 year from when the Dispute first arose. If applicable law requires you to bring a claim for a Dispute sooner than two years after the Dispute first arose, you must start arbitration in that earlier time period. KNOC Inc. encourages You to tell us about a Dispute as soon as possible so we can work to resolve it. The failure to provide timely notice shall bar all claims.

12.3.5 Continuation in Effect. This Binding Individual Arbitration section survives any termination of this Agreement or KNOC Inc.’s provision of services to You.

12.4 Class Action Waiver.

To the maximum extent permitted by applicable law, You and KNOC Inc. agree to only bring Disputes in an individual capacity and shall not:

seek to bring, join, or participate in any class or representative action, collective or class-wide arbitration, or any other action where another individual or entity acts in a representative capacity (e.g., private attorney general actions); or

consolidate or combine individual proceedings or permit an arbitrator to do so without the express consent of all parties to this Agreement and all other actions or arbitrations.

12.5 Severability.

If all or any provision of this Binding Individual Arbitration agreement is found invalid, unenforceable, or illegal, then You and KNOC Inc. agree that the provision will be severed and the rest of the agreement shall remain in effect and be construed as if any severed provision had not been included. The sole exception is that if the Class Action Waiver is found invalid, unenforceable, or illegal, You and KNOC Inc. agree that it will not be severable; this entire Binding Individual Arbitration section will be void and unenforceable and any dispute will be resolved in court subject to the venue and choice of clauses specified in this Agreement. Under no circumstances shall arbitration be conducted on a class basis without KNOC Inc.’s express consent.

13. U.S. Government Matters

The Software is a “Commercial Item" (as defined at 48 C.F.R. §2.101), consisting of “Commercial Computer Software" and “Commercial Computer Software Documentation" (as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable). The Software is being licensed to U.S. Government end users only as Commercial Items and with only those rights as are granted to other licensees under this Agreement.

You represent and warrant to KNOC Inc. that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

14. Amendments of this Agreement

KNOC Inc. may issue an amended Agreement at any time in its discretion by posting the amended Agreement on its website or by providing you with digital access to the amended Agreement through the Software or other means. If any amendment to this Agreement is not acceptable to you, you may terminate this Agreement in accordance with Section 9 before such amended Agreement becomes effective, upon which you must stop using the Software. By using the Software after the amended Agreement becomes effective or otherwise indicating your acceptance of the amended Agreement, you are agreeing to be bound by the terms of the amended Agreement.

15. No Assignment

You may not, without the prior written consent of KNOC Inc., assign, transfer, charge, or sub-contract all or any of your rights or obligations under this Agreement, and any attempt without that consent will be null and void. If restrictions on transfer of the Software in this Agreement are not enforceable under the law of your country, then this Agreement will be binding on any transferee of the Software. KNOC Inc. may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement.

16. Definitions

As used in this Agreement, the following capitalized words have the following meanings:

“KNOC Inc." means, KNOC Inc., Inc., a Delaware Corporation having its principal business offices at Box 254, 2474 Walnut Street, Cary, North Carolina, 27518, U.S.A.

“Developer" means a third-party licensor of Software.

“Feedback" means any feedback or suggestions that you provide to KNOC Inc. regarding the Software, Services or other KNOC Inc. products and services.

“Software Specific Terms" means additional terms and conditions specific to a particular Software or Service.

“Services" means any services made available to you through the Software, including services to purchase, download, or use content or other Software or Services.

“Software" means any (i) KNOC Inc. software made available to you by KNOC Inc. under this Agreement.

17. Miscellaneous

This Agreement, together with the Terms of Service, Privacy Policy, and any Software Specific Terms or other additional terms you may have agreed to with KNOC Inc., constitutes the entire agreement between you and KNOC Inc. relating to the subject matter covered by this Agreement. All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded.

The original of this Agreement is in English; any translations are provided for reference purposes only. You waive any right you may have under the law of your country to have this Agreement written or construed in the language of any other country.

Any act by KNOC Inc. to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity.

You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated.

KNOC Inc.’s obligations are subject to existing laws and legal process, and KNOC Inc. may agree to comply with law enforcement or regulatory requests or requirements when necessary.