Effective Date: [Effective Date]
This Third-Party Application Integration Agreement ("Agreement") is entered into between KnocScore, operated by [Full Legal Entity Name], with its principal place of business at [Address] ("KnocScore"), and the entity or individual registering an application to access KnocScore's services ("Application Provider").
Summary
This agreement incorporates the established requirements: third-party applications submit their users' authorized data; KnocScore analyzes that data and returns only analysis derived from that application's submissions; and KnocScore does not disclose customer information to other parties without direct user consent, except for legal reasons.
The agreement includes intellectual property protection, confidentiality, privacy, API security, evidence integrity, retention, termination, and allocation of liability. Bracketed provisions require final commercial or legal decisions.
KnocScore and Application Provider may each be referred to as a "Party" and collectively as the "Parties."
1. Purpose and Scope
1.1. Purpose. This Agreement establishes the terms under which Application Provider may transmit authorized user interaction data to KnocScore through its Application Programming Interface ("API") for analysis and receive the resulting analytical information.
1.2. Scope of Services. KnocScore provides analytical services that evaluate submitted information to produce findings concerning knowledge, experience, competence, and other attributes supported by the submitted data.
1.3. Scope of Returned Information. KnocScore shall return to Application Provider only analytical results derived from data submitted by that Application Provider. KnocScore shall not include information, analysis, or analytical findings derived from other applications, external sources, or independently obtained user information in responses to Application Provider.
1.4. No Independent Access Rights. This Agreement does not grant Application Provider access to information submitted by other applications or obtained by KnocScore from other sources, regardless of whether that information concerns the same user.
1.5. Non-Exclusive Relationship. Nothing in this Agreement prevents either Party from entering into comparable agreements with other entities, subject to the confidentiality, intellectual property, and data protection obligations established herein.
2. Definitions
For purposes of this Agreement:
"Application" means the software product, website, platform, or service registered by Application Provider to exchange information with KnocScore.
"Application Provider" means the legal entity or individual responsible for operating the Application.
"Authorized User" means an individual whose information is transmitted to KnocScore under a lawful authorization permitting the applicable processing.
"Submitted Data" means information transmitted by Application Provider to KnocScore, including user interactions, activities, records, communications, work products, and associated metadata.
"Analysis" means the analytical findings, classifications, evaluations, and other results generated by KnocScore from Submitted Data.
"User Data" means Submitted Data and other information relating to an identified or identifiable individual, including identifiable Analysis.
"API Credentials" means identifiers, secrets, keys, tokens, or other authentication information issued or approved by KnocScore.
"Confidential Information" means nonpublic information disclosed by either Party that is identified as confidential or should reasonably be understood to be confidential because of its nature or circumstances of disclosure.
"Applicable Law" means all laws and regulations applicable to a Party's performance under this Agreement.
3. Application Registration and API Access
3.1. Registration. Application Provider shall register its Application and provide accurate information reasonably necessary to establish and maintain API access.
3.2. Credentials. KnocScore may issue unique API Credentials to identify and authenticate Application Provider.
3.3. Credential Security. Application Provider is responsible for protecting its API Credentials against unauthorized disclosure, theft, and misuse.
3.4. Prohibited Activities. Application Provider shall not:
- Use the API for unlawful or unauthorized purposes.
- Submit fabricated, fraudulent, or knowingly misattributed interaction data.
- Attempt to access another application's information or analytical results.
- Circumvent authentication, authorization, rate limits, or security controls.
- Reverse engineer, reproduce, or misappropriate KnocScore's proprietary technology except as expressly permitted by Applicable Law.
- Permit unauthorized third parties to use its API Credentials.
3.5. Suspension. KnocScore may immediately suspend access where reasonably necessary to address a security incident, unauthorized activity, material breach, or legal requirement. KnocScore shall provide notice when reasonably practicable and restore access when the cause of suspension has been resolved.
4. User Authorization and Data Submission
4.1. Authorization Requirement. Application Provider shall not submit User Data unless it has established a lawful basis for the submission and the resulting processing.
4.2. Responsibility for Authorization. Application Provider shall be responsible for providing required notices and obtaining user authorization or consent where required by Applicable Law.
4.3. Accuracy of Representations. Application Provider represents and warrants that it has the necessary rights and permissions to transmit Submitted Data to KnocScore for the purposes established in this Agreement.
4.4. Authorization Records. Application Provider shall maintain records sufficient to demonstrate required authorizations and shall make relevant evidence available to KnocScore upon reasonable request, subject to Applicable Law.
4.5. Unauthorized Information. Application Provider shall not knowingly submit information that it is legally prohibited from disclosing or processing.
4.6. Third-Party Information. Where Submitted Data contains personal information relating to individuals other than the Authorized User, Application Provider remains responsible for establishing a lawful basis for submitting that information.
4.7. Withdrawal. Each Party shall honor legally effective withdrawals of consent and other applicable privacy requests within its respective responsibilities.
5. Data Processing and Analysis
5.1. Permitted Processing. Application Provider authorizes KnocScore to receive, process, analyze, and store Submitted Data to the extent necessary to perform the authorized analytical services and related contractual obligations.
5.2. Analysis. KnocScore may apply its proprietary analytical technologies, methodologies, and classification systems to Submitted Data.
5.3. Restricted Analytical Response. All Analysis returned through Application Provider's API integration shall be derived exclusively from that Application Provider's Submitted Data.
5.4. Exclusion of Other Sources. KnocScore shall not supplement returned Analysis with user information, evidence, or analytical findings obtained from other applications or sources.
5.5. Authorized Recipient. KnocScore may deliver Analysis to the originating Application Provider through authenticated API connections or other expressly authorized mechanisms.
5.6. Restrictions on Secondary Use. Neither Party shall use User Data obtained under this Agreement for an unrelated purpose without an independent lawful basis and any authorization required by Applicable Law.
5.7. Model Training. KnocScore shall not use Submitted Data containing personal information to train general-purpose models unrelated to providing the contracted services without separate, legally sufficient authorization.
5.8. No Guaranteed Conclusion. Analysis constitutes an assessment of the information provided. KnocScore does not warrant that any particular submission will produce a specific result or that an analytical finding guarantees an individual's future performance.
6. Data Ownership and Intellectual Property
6.1. Submitted Data. Submission of data does not transfer ownership of that data to KnocScore. Existing ownership and other legal rights remain with their respective rights holders.
6.2. Limited Processing License. Application Provider grants KnocScore a non-exclusive, limited license to process Submitted Data as necessary to provide the services and perform the obligations established in this Agreement.
6.3. KnocScore Intellectual Property. KnocScore retains all rights, title, and interest in its software, API, algorithms, models, analytical methodology, taxonomies, documentation, trade secrets, patents, and other proprietary technology.
6.4. Analytical Results. Subject to applicable rights in User Data, KnocScore grants Application Provider a non-exclusive, non-transferable license to receive and use Analysis returned under this Agreement for its authorized application functions and lawful business purposes.
6.5. Limitations. Application Provider shall not represent KnocScore's Analysis as having been independently verified or certified by KnocScore beyond the actual scope of the service.
6.6. No Implied License. Except for the rights expressly granted, neither Party receives ownership of or licenses to the other Party's intellectual property.
6.7. Patent Rights. No provision of this Agreement grants a license to KnocScore's patents or patent applications beyond the limited rights necessarily implied by authorized use of the services under this Agreement.
7. Confidentiality and Restrictions on Disclosure
7.1. Confidentiality. Each Party shall protect the other Party's Confidential Information using reasonable care and no less than the care it uses to protect its own comparable confidential information.
7.2. User Data Protection. KnocScore shall not sell, publish, transfer, license, or otherwise disclose identifiable User Data or user-specific Analysis to unrelated third parties without the User's direct consent, except for disclosures authorized under Section 7.4.
7.3. Permitted Return of Analysis. Delivery of Analysis derived exclusively from Application Provider's Submitted Data to that same Application Provider is expressly authorized under this Agreement and does not authorize disclosure of information obtained from other sources.
7.4. Legally Authorized Disclosures. KnocScore may disclose information to the extent required by Applicable Law, a valid court order, subpoena, or other legally compulsory process, or as otherwise expressly permitted under a narrowly applicable legal exception. Where legally permitted, KnocScore shall provide appropriate notice and limit disclosure to information reasonably necessary for the legal purpose.
7.5. Service Providers. KnocScore may engage hosting, infrastructure, security, and other service providers necessary to operate its services. Such providers must act on KnocScore's behalf under written confidentiality, security, and processing restrictions and must not independently use or disclose User Data. Such processing shall not constitute authorization for unrelated third-party disclosure.
7.6. Exclusions. General confidentiality obligations do not apply to information demonstrably public through no breach, independently developed without use of Confidential Information, or lawfully received from an independent source without a duty of confidentiality. These exclusions do not override statutory protections for personal information.
7.7. Survival. Confidentiality obligations shall survive termination for [five (5)] years, except that trade secrets shall remain protected for as long as they qualify as trade secrets and personal information shall remain protected for as long as required by Applicable Law.
8. Data Security
8.1. Reasonable Safeguards. Each Party shall implement appropriate administrative, technical, and organizational safeguards to protect User Data against unauthorized access, disclosure, alteration, loss, or destruction.
8.2. Transmission Security. Data exchanged through the API shall use secure encrypted communication protocols supported or required by KnocScore.
8.3. Access Controls. Access to systems processing User Data shall be limited to authorized personnel and systems with a legitimate operational need.
8.4. Credential Management. Application Provider shall promptly revoke or replace compromised credentials and notify KnocScore of known unauthorized use.
8.5. Security Incidents. A Party discovering a confirmed security incident materially affecting User Data processed under this Agreement shall notify the other Party without undue delay and, where feasible, within [72 hours] after confirmation, unless a shorter period is required by Applicable Law.
8.6. Incident Cooperation. Both Parties shall cooperate reasonably to investigate, contain, remediate, and fulfill legally required notifications relating to security incidents.
8.7. Security Maintenance. Each Party shall maintain safeguards appropriate to the nature and sensitivity of the information it processes.
9. Data Retention, Deletion, and User Rights
9.1. Retention. KnocScore may retain Submitted Data and Analysis for the periods reasonably necessary to fulfill authorized processing purposes, applicable contractual obligations, and legal retention requirements, subject to the processing schedule incorporated into this Agreement.
9.2. User Requests. The Parties shall cooperate as reasonably necessary to address applicable user requests for access, correction, deletion, or restriction of personal information.
9.3. Withdrawal of Authorization. Upon receiving a legally effective withdrawal of authorization, the responsible Party shall discontinue the affected processing to the extent required by Applicable Law.
9.4. Application Disconnection. Disconnection or termination shall revoke Application Provider's future API access. It shall not independently determine the disposition of information for which KnocScore has a separate lawful retention basis.
9.5. Disposition Upon Termination. Following termination, each Party shall delete or return information processed solely on behalf of the other Party, as legally required and in accordance with the applicable data processing schedule.
9.6. Legal Retention. Information may be retained where required by Applicable Law, provided access and processing remain appropriately restricted.
9.7. Backups. Deleted information contained in routine backups may be removed through established backup-expiration cycles, subject to Applicable Law and restrictions against restoring deleted information for ordinary use.
10. Evidence Integrity and Analytical Accuracy
10.1. Source Integrity. Application Provider is responsible for the authenticity, integrity, and lawful submission of its data.
10.2. No Fabrication. Application Provider shall not knowingly submit fabricated evidence, falsely attributed interactions, or information deliberately altered to misrepresent an individual's activity.
10.3. Analytical Standards. KnocScore shall use commercially reasonable care in performing its analytical services.
10.4. Limitations. Results may be influenced by the completeness, accuracy, context, and quality of Submitted Data.
10.5. Disputed Information. The Parties shall establish reasonable mechanisms to investigate material errors in Submitted Data or returned Analysis.
10.6. Use in Regulated Decisions. Application Provider shall not use Analysis for employment, credit, insurance, housing, or other regulated eligibility determinations unless such use is lawful and applicable compliance requirements have been satisfied.
11. Commercial Terms
11.1. Fees. API access and analytical services shall be provided according to the applicable pricing schedule or written commercial arrangement between the Parties.
11.2. Billing. Where fees apply, invoicing, payment methods, payment periods, and applicable taxes shall be governed by the accepted commercial terms.
11.3. Usage Limits. KnocScore may establish reasonable usage limits necessary to maintain security, reliability, and service availability.
11.4. Changes. Material changes to pricing or commercial obligations shall be communicated in accordance with the notice period specified in the applicable commercial terms.
11.5. No Revenue Sharing. Neither Party is entitled to revenue sharing, commissions, or other compensation except as expressly established in writing.
12. Representations and Warranties
12.1. Each Party represents that it has the legal authority to enter into this Agreement.
12.2. Each Party shall comply with Applicable Law in performing its obligations.
12.3. Application Provider represents that it possesses the required rights and authorizations for transmitting Submitted Data.
12.4. KnocScore represents that it has the authority to provide access to its analytical services.
12.5. Neither Party warrants uninterrupted availability of internet communications, third-party infrastructure, or external services beyond its reasonable control.
13. Disclaimer of Warranties
Except as expressly provided in this Agreement, the services are provided on an "as available" basis.
To the maximum extent permitted by Applicable Law, KnocScore disclaims implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
KnocScore does not warrant that Analysis constitutes professional certification, licensing, a legally mandated assessment, or a guarantee of an individual's qualifications, competence, or performance.
Nothing in this section excludes obligations or warranties that cannot legally be disclaimed.
14. Indemnification
14.1. Application Provider Indemnification. Application Provider shall defend and indemnify KnocScore against third-party claims, damages, liabilities, and reasonable legal expenses arising from:
- Submission of information without legally required rights or authorization.
- Knowingly fraudulent or misrepresented Submitted Data.
- Unlawful use or disclosure of Analysis by Application Provider.
- Material violations of Applicable Law attributable to Application Provider.
14.2. KnocScore Indemnification. KnocScore shall defend and indemnify Application Provider against third-party claims, damages, liabilities, and reasonable legal expenses arising from:
- Unauthorized disclosure of User Data attributable to KnocScore's material breach of this Agreement.
- Material violations of Applicable Law attributable to KnocScore.
- Claims that KnocScore's proprietary analytical service, as provided and used in accordance with this Agreement, infringes a third party's United States intellectual property rights, subject to customary exclusions for unauthorized modifications or combinations.
14.3. Claims Procedure. The indemnified Party shall provide reasonably prompt notice, allow the indemnifying Party to control the defense using qualified counsel, and provide reasonable cooperation. No settlement admitting fault or imposing nonmonetary obligations on the indemnified Party may be entered without its consent.
14.4. Fault Allocation. Neither Party shall be obligated to indemnify the other for losses attributable to the other Party's own unlawful conduct, negligence, or contractual breach.
15. Limitation of Liability
15.1. Except for the exclusions identified below, neither Party shall be liable for indirect, incidental, consequential, special, or punitive damages arising from this Agreement, to the extent permitted by Applicable Law.
15.2. Each Party's aggregate liability under this Agreement shall not exceed [the greater of a specified dollar amount or the fees paid or payable during the preceding twelve months].
15.3. The preceding limitation shall not apply to fraud, willful misconduct, or liabilities that cannot legally be limited.
15.4. Liability arising from confidentiality violations, unauthorized disclosure of personal information, indemnification obligations, and intellectual property infringement shall be subject to [a separately negotiated liability cap and specified exceptions].
15.5. Nothing in this Agreement limits statutory rights or remedies where such limitation is prohibited by Applicable Law.
16. Term and Termination
16.1. Term. This Agreement becomes effective upon acceptance and remains effective until terminated.
16.2. Termination for Convenience. Either Party may terminate this Agreement upon [30 days'] written notice.
16.3. Termination for Cause. Either Party may terminate for material breach if the breach remains uncured for [15 days] after written notice, except where immediate termination is necessary under Section 16.4.
16.4. Immediate Termination. Either Party may terminate immediately where continued performance would violate Applicable Law or present a material security threat, or where the other Party engages in fraud or a material unauthorized disclosure.
16.5. Effect of Termination. Upon termination, Application Provider's API access and credentials may be revoked, and both Parties shall discontinue processing not otherwise legally authorized.
16.6. Survival. Provisions concerning intellectual property, confidentiality, data protection, liability, indemnification, disputes, accrued payment obligations, and other provisions intended by their nature to survive shall remain enforceable.
17. Governing Law and Dispute Resolution
17.1. Governing Law. This Agreement shall be governed by the laws of the State of Texas, excluding conflict-of-law rules, except where mandatory law requires otherwise.
17.2. Good-Faith Resolution. Before initiating formal proceedings, the Parties shall attempt in good faith to resolve contractual disputes through authorized representatives for a period of [30 days].
17.3. Jurisdiction. Unless otherwise agreed in writing, disputes shall be brought in the state or federal courts having jurisdiction in [Travis County, Texas], subject to applicable jurisdictional requirements.
17.4. Injunctive Relief. Either Party may seek appropriate injunctive or equitable relief to prevent actual or threatened unauthorized disclosure of Confidential Information, misuse of intellectual property, or material security violations.
18. General Provisions
18.1. Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, employment relationship, joint venture, or agency.
18.2. Assignment. Neither Party may assign this Agreement without the other's prior written consent, not to be unreasonably withheld, except as part of a merger, acquisition, or sale of substantially all related assets, provided the successor assumes applicable obligations.
18.3. Force Majeure. Neither Party shall be liable for failures or delays caused by circumstances beyond reasonable control, except for payment obligations already due and duties to safeguard information.
18.4. Notices. Contractual notices shall be delivered electronically to the designated legal or administrative contact or through another mutually approved method.
18.5. Amendments. Material amendments shall require appropriate notice and affirmative acceptance where required by Applicable Law or the existing contractual terms.
18.6. Severability. If any provision is held unenforceable, the remainder shall remain effective to the extent legally permissible.
18.7. Entire Agreement. This Agreement, including incorporated schedules and accepted commercial terms, constitutes the complete agreement concerning its subject matter.
18.8. Order of Precedence. In the event of conflict, mandatory legal requirements shall control. The Data Processing Schedule shall control regarding privacy and processing matters, followed by this Agreement and then the commercial schedules.
18.9. Electronic Acceptance. The Parties agree that electronic signatures, electronic acceptance, or other legally valid electronic manifestations of assent may establish acceptance of this Agreement.
Schedule A — Data Processing Terms
This Schedule forms part of the Agreement and applies where KnocScore processes personal information on behalf of Application Provider.
A.1. Subject Matter
Processing of authorized user interaction data submitted through the KnocScore API to generate and return analytical results.
A.2. Purpose and Instructions
KnocScore shall process Submitted Data for the analytical services described in the Agreement, consistent with documented lawful instructions and Applicable Law.
KnocScore shall not return analysis derived from information obtained through another application or independent source.
A.3. Categories of Information
Depending on the Application's authorized integration, Submitted Data may include:
- User identifiers and account references.
- Records of professional, educational, or other knowledge-related interactions.
- Interaction content and related metadata.
- Dates, duration, and types of interaction.
- Work products and other evidence of user activity.
- Additional data expressly authorized and supported by the API.
Application Provider shall not submit categories of sensitive or specially regulated information prohibited by KnocScore's integration requirements or lacking the legally required authorization.
A.4. Categories of Data Subjects
Individuals participating in authorized interactions or otherwise lawfully represented in the Submitted Data.
A.5. Duration
Processing shall continue for the period necessary to provide the authorized service and any independently lawful retention period, subject to the Agreement and Applicable Law.
A.6. Confidentiality and Security
KnocScore shall ensure that personnel with access to User Data are subject to appropriate confidentiality obligations and that reasonable technical and organizational security measures are maintained.
A.7. Service Providers and Subcontractors
KnocScore shall require subprocessors acting on its behalf to be bound by written obligations providing appropriate confidentiality, security, and personal information protections.
Where Applicable Law requires authorization or notice concerning subprocessors, KnocScore shall provide the required mechanisms.
A.8. User Rights Assistance
The Parties shall cooperate reasonably in responding to applicable access, correction, deletion, and other legally recognized privacy rights.
A.9. Compliance Information and Assessments
KnocScore shall provide information reasonably necessary to demonstrate compliance with applicable processor obligations and permit legally required assessments, subject to confidentiality, security, and reasonable operational limitations.
An independent assessment report may be used where permitted by Applicable Law.
A.10. Return or Deletion
Following completion of processing performed on behalf of Application Provider, KnocScore shall return or delete personal information as legally required and in accordance with lawful instructions, except where continued retention is independently authorized or required by Applicable Law.
A.11. International Processing
Where applicable international data protection laws require additional contractual terms, transfer mechanisms, or mandatory safeguards, the Parties shall implement the legally required supplements before the affected processing occurs.
A.12. Allocation of Responsibilities
The Parties' status as controllers, processors, businesses, service providers, or other legally defined roles shall be determined by their actual processing activities and Applicable Law, rather than by contractual labels alone.