Software-as-a-Service Subscription Agreement. These terms govern every KnightShiftAI Order Form. Your plan, fees, seats, and Subscription Term are set in your Order Form; everything else is here.
This Software-as-a-Service Subscription Agreement (the “Agreement”) is entered into between KnightShift NY LLC d/b/a Knight Shift, a New York limited liability company with offices at 388 Upper North Road, Highland, New York 12528 (“Provider”), and the customer identified in the applicable Order Form (“Customer”), as of the Effective Date stated in that Order Form (the “Effective Date”). Provider and Customer may each be referred to as a “Party” and collectively as the “Parties.”
Provider offers a cloud-based artificial-intelligence software platform marketed as “KnightShiftAI” (the “Service”). Customer wishes to subscribe to the Service, and Provider wishes to provide it, in accordance with the terms set out below. By executing an Order Form that references this Agreement, Customer agrees to be bound by it.
2.1Access. Subject to this Agreement and timely payment of fees, Provider grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service for Customer's internal business purposes, solely through Authorized Users and in accordance with the Documentation.
2.2Restrictions. Customer will not, and will not permit any third party to: (a) reverse engineer, decompile, or disassemble the Service; (b) use the Service to build a competing product or to train any machine-learning model that competes with the Service; (c) resell, sublicense, or make the Service available to any third party except Authorized Users; (d) remove or obscure any proprietary notices; (e) use the Service to send spam, malware, or content that infringes the rights of others or violates applicable law; or (f) interfere with or disrupt the integrity or performance of the Service.
2.3Updates. Provider may modify, update, or enhance the Service from time to time, provided that no such change will materially diminish the core functionality of the Service during the then-current Subscription Term.
3.1Nature of AI Output. The Service uses artificial-intelligence (“AI”) and large language model (“LLM”) technologies. AI-generated Output is probabilistic and may be incomplete, inaccurate, biased, or otherwise unsuitable for a particular purpose. AI Output may contain hallucinations or fabricated information. Customer is solely responsible for evaluating AI Output before relying on it and will not use AI Output as the sole basis for any decision that has legal, financial, medical, safety, or similarly significant consequences without independent human review.
3.2No Training on Customer Data. Provider will not use Customer Data or Customer-specific Output to train, fine-tune, or otherwise improve any generally available foundation model or any model made available to other customers. Provider may process Customer Data solely to: (a) provide and operate the Service for Customer; (b) maintain security and prevent abuse; (c) comply with law; and (d) compute aggregated, de-identified usage metrics that do not identify Customer or any individual.
3.3Ownership of Inputs and Output. As between the Parties, Customer retains all right, title, and interest in and to Customer Data and, to the extent permitted by applicable law, in and to Output generated for Customer through the Service. Provider assigns to Customer any rights it may have in such Output, subject to Provider's underlying rights in the Service, models, and any pre-existing or independently developed materials.
3.4Third-Party Models. The Service may incorporate or call third-party AI models and APIs. Customer's use of the Service is subject to the applicable usage policies of those providers, which Provider will make reasonably available upon request.
3.5Prohibited Uses. Customer will not use the Service to: (a) generate content that is unlawful, defamatory, harassing, or that infringes intellectual-property or privacy rights; (b) make automated decisions producing either legal or similarly significant effects on individuals without appropriate human oversight; (c) generate deceptive content intended to impersonate a real person without consent; or (d) develop weapons, malware, or other materials prohibited by applicable law.
4.1Fees. Customer will pay the fees set out in the applicable Order Form (the “Fees”). All Fees are stated and payable in U.S. dollars unless otherwise specified.
4.2Monthly Billing in Advance. Unless an Order Form states otherwise, Provider will invoice Customer monthly, in advance, for the upcoming month of Service. Invoices are due and payable net thirty (30) days from the invoice date.
4.3Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes on Provider's net income.
4.4Late Payment. Undisputed amounts not paid when due bear interest at the lesser rate of 1.5% per month or the maximum rate permitted by law. Provider may suspend the Service on ten (10) days' written notice of non-payment, provided amounts remain unpaid at the end of that notice period.
4.5Price Adjustments at Renewal. Provider may increase Fees for any Renewal Term by giving Customer at least sixty (60) days' written notice prior to the start of that Renewal Term. Absent such notice, Fees for the Renewal Term will continue at the rates in effect at the end of the prior term.
5.1Initial Term. The initial Subscription Term is twelve (12) months beginning on the Effective Date (the “Initial Term”), unless the applicable Order Form specifies a different duration.
5.2Auto-Renewal. Following the Initial Term, this Agreement and each Order Form will automatically renew for successive twelve (12) month terms (each a “Renewal Term,” and together with the Initial Term, the “Term”), unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
5.3Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party that is not cured within thirty (30) days after written notice describing the breach.
5.4Effect of Termination. Upon termination or expiration of this Agreement: (a) Customer's right to access the Service ends; (b) Customer will pay all Fees accrued through the effective date of termination; and (c) Provider will make Customer Data available for export in a commercially reasonable format for thirty (30) days after termination, after which Provider may delete Customer Data in the ordinary course. In the event Customer requests in writing confirmation of deletion of Customer Data, Provider will provide such acknowledgement.
5.5Survival. In the event of termination of this Agreement, the provisions pertaining to confidentiality, ownership, indemnification, limitation of liability, payment, and miscellaneous shall survive termination and remain in full force and effect.
6.1Uptime Commitment. Provider will use commercially reasonable efforts to make the Service available at least ninety-nine and one-half percent (99.5%) of the time, measured monthly, excluding Scheduled Maintenance and events outside Provider's reasonable control (“Excluded Downtime”).
6.2Scheduled Maintenance. Provider will use reasonable efforts to perform scheduled maintenance during off-peak hours and to give at least forty-eight (48) hours' advance notice of maintenance expected to materially affect Service availability.
6.3Service Credits. If monthly uptime falls below 99.5%, Customer's sole and exclusive remedy is a service credit applied against the next monthly invoice, calculated as follows:
| Monthly uptime | Service credit (% of monthly Fees) |
|---|---|
| ≥ 99.5% | 0% |
| ≥ 99.0% and < 99.5% | 5% |
| ≥ 95.0% and < 99.0% | 10% |
6.4Credit Requests. To claim a service credit, Customer must submit a written request to Provider within thirty (30) days after the end of the affected month, including details of the incident. Credits do not apply to Excluded Downtime or to suspensions for Customer breach. If a written request is not submitted to and acknowledged as received by Provider, no such service credit shall be due to Customer.
6.5Chronic Failure. If monthly uptime is below 95% for two consecutive months, Customer may terminate the affected Order Form for cause on thirty (30) days' written notice and receive a pro-rata refund of any prepaid, unused Fees.
7.1Definition. “Confidential Information” means non-public information disclosed by one Party (“Discloser”) to the other (“Recipient”) that is identified as confidential. Customer Data is Customer's Confidential Information. The Service, Documentation, and pricing are Provider's Confidential Information.
7.2Obligations. Recipient will: (a) use Confidential Information only to perform under this Agreement; (b) protect it with at least the same care it uses to protect its own confidential information (and no less than reasonable care); and (c) disclose it only to personnel with a need to know who are bound by comparable confidentiality obligations.
7.3Exclusions. Confidentiality obligations do not apply to information that either is or becomes public through no fault of Recipient, was lawfully known to Recipient without restriction before disclosure, is independently developed without use of the Confidential Information, or is rightfully received from a third party without confidentiality obligations.
8.1Security Program. Provider will maintain a written information security program with administrative, technical, and physical safeguards appropriate to the nature of the Service, including encryption of Customer Data in transit and at rest, access controls, vulnerability management, and incident response.
8.2Security Incidents. Provider will notify Customer without undue delay (and in any event within seventy-two (72) hours) after confirming a security incident that compromises Customer Data, and will provide reasonable information about the incident and remediation to Customer.
8.3Customer Responsibilities. Customer is responsible for: (a) the accuracy and legality of Customer Data; (b) obtaining all consents and rights needed for Provider to process Customer Data; and (c) safeguarding credentials and promptly notifying Provider of any suspected unauthorized access.
9.1Mutual Warranties. Each Party warrants that it has full power and authority to enter into this Agreement and that doing so will not breach any other agreement to which it is bound.
9.2Service Warranty. Provider warrants that the Service will perform materially in accordance with the Documentation. Customer's exclusive remedy for breach of this warranty is for Provider to use commercially reasonable efforts to correct the non-conformity or, failing that, within thirty (30) days, to terminate the affected Order Form and refund any prepaid, unused Fees in accordance with this Agreement.
9.3Disclaimer. Except as expressly set out in this Agreement, the Service and Output are provided “as is” and “as available.” Provider disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that Output will be accurate, complete, or error-free.
10.1By Provider. Provider will defend Customer against any third-party claim alleging that the Service, as provided by Provider and used in accordance with this Agreement, infringes a U.S. patent, copyright, or trademark, and will pay amounts finally awarded by a court or paid in settlement approved by Provider. Provider has no obligation for claims arising from: (a) Customer Data; (b) use of the Service in combination with materials not provided by Provider; (c) modifications not made by Provider; or (d) use after Provider has provided a non-infringing alternative.
10.2By Customer. Customer will defend Provider against any third-party claim arising out of: (a) Customer Data; (b) Customer's use of Output; or (c) Customer's breach of Section 3.5 (Prohibited Uses).
10.3Procedure. The indemnified Party will give prompt notice, allow the indemnifying Party to control the defense, and provide reasonable cooperation.
11.1Exclusion of Indirect Damages. To the maximum extent permitted by law, neither Party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, arising out of or relating to this Agreement.
11.2Cap. Each Party's total cumulative liability arising out of or relating to this Agreement will not exceed the Fees paid or payable by Customer in the twelve (12) months preceding the filing of the lawsuit asserting the claim.
11.3Exclusions from Cap. The limitations in Sections 11.1 and 11.2 do not apply to: (a) a Party's indemnification obligations; (b) Customer's payment obligations; (c) breach of confidentiality; or (d) liability that cannot be limited under applicable law.
12.1Governing Law and Venue. This Agreement is governed by the laws of the State of New York, excluding its conflict-of-laws rules. The Parties consent to the exclusive jurisdiction of the state and federal courts located in Ulster County, New York.
12.2Notices. Notices must be in writing and sent to Provider at the address above and to Customer at the address stated in the applicable Order Form (or, for either Party, as later updated in writing). Notices are effective on delivery.
12.3Assignment. Neither Party may assign this Agreement without the other Party's written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, on notice to the other Party.
12.4Publicity. Provider may identify Customer as a customer on its website and in marketing materials, using Customer's name and logo in accordance with Customer's brand guidelines, until Customer requests otherwise in writing.
12.5Force Majeure. Neither Party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, civil disturbance, labor disputes, internet or telecommunications failures, or governmental action.
12.6Entire Agreement. This Agreement, together with any executed Order Forms, is the entire agreement between the Parties and supersedes all prior or contemporaneous discussions and writings on the subject matter. In a conflict, an Order Form controls over this Agreement for the specific terms it addresses.
12.7Amendment; Waiver. Any amendment must be in writing and signed by both Parties. No waiver is effective unless in writing and signed by the waiving Party.
12.8Severability; Counterparts. If any provision is unenforceable, the rest of the Agreement remains in effect. This Agreement may be executed in counterparts, including electronic signatures, each of which is an original.
Questions about these terms? admin@knightshiftai.com
