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KNOPS AI - TERMS OF SERVICE

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.

1. LICENSE

1.1 Subscription License

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:

  • (a) the object-code form of any software components used to deliver the Knops AI Platform;
  • (b) the Documentation; and
  • (c) any updates, upgrades, patches, or modifications that Nell AI Labs provides to Customers.

Customer's access is limited to the usage scope, features, and user quantities stated on the applicable Order Form.

1.2 Restrictions

Except as expressly permitted in this Agreement or an Order Form, Customer shall not (and shall not permit any third party to):

  • Sublicense, sell, resell, rent, lease, lend, distribute, or otherwise transfer the Knops AI Platform or Knops Software, or any portion thereof, to any third party.
  • Use the Knops AI Platform on behalf of, or for the benefit of, any third party (including timesharing or service bureau use), except as expressly allowed in an Order Form.
  • Modify, translate, adapt, or create derivative works of the Knops AI Platform or Knops Software.
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Knops AI Platform or Knops Software, except to the limited extent permitted by applicable law notwithstanding contractual restrictions.
  • Remove, obscure, or alter any proprietary notices, labels, or marks on or in the Knops AI Platform or Knops Software.
  • Use the Knops AI Platform to store or transmit:
    • infringing, obscene, defamatory, or otherwise unlawful material; or
    • material that violates privacy, publicity, or other third-party rights.
  • Use the Knops AI Platform to store or transmit viruses, malware, or other malicious code, or to engage in denial-of-service attacks or similar harmful activities.
  • Use the Knops AI Platform to develop a competing product or service.
  • Circumvent any usage limits, rate limits, or security mechanisms of the Knops AI Platform.

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.

2. PROFESSIONAL SERVICES

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.

3. SUPPORT

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.

4. CUSTOMER DATA

4.1 Definition

"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.

4.2 License to Customer Data

Customer grants Nell AI Labs a limited, non-exclusive, worldwide, royalty-free license to host, process, transmit, and display Customer Data solely:

  • to provide, maintain, and support the Knops AI Platform;
  • to generate outputs (documentation, knowledge base content, summaries, etc.) requested by Customer; and
  • to improve the reliability, security, and performance of the Knops AI Platform (e.g., through aggregate, de-identified analytics).

4.3 AI and Model Usage

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 not use Customer Data to train or fine-tune any general-purpose AI models that are made available to other customers.
  • Nell AI Labs will contractually require AI sub-processors (where configurable) not to use Customer Data for their own model training or product improvement, except in aggregated, de-identified form.
  • Customers acknowledge that AI-generated outputs may be inaccurate or incomplete and must be reviewed before use.

4.4 Security & Data Protection

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.

4.5 Data Export and Deletion

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.

5. FEES AND PAYMENT

  • Customers shall pay all fees specified on the applicable Order Form ("Fees") in the currency and at the times set forth therein.
  • Fees are non-refundable, except as expressly provided in this Agreement or an Order Form.
  • Unless otherwise stated, Fees exclude taxes, duties, and government charges (other than Nell AI Labs' income taxes). The customer is responsible for all such charges.
  • Late payments may accrue interest at 1.5% per month (or the maximum permitted by law), plus reasonable collection costs.
  • Nell AI Labs may invoice Customer for overages (e.g., additional seats or usage beyond the contracted amount) at the rates specified in the Order Form, prorated for the remainder of the then-current Term.

5.1 Cancellation Policy

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.

6. TERM AND TERMINATION

6.1 Term

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.

6.2 Termination for Cause

Either party may terminate this Agreement upon written notice if:

  • the other party materially breaches this Agreement and fails to cure within thirty (30) days of written notice; or
  • the other party becomes insolvent, ceases business operations, or is the subject of bankruptcy or similar proceedings that are not dismissed within ninety (90) days.

Nell AI Labs may terminate this Agreement immediately upon notice if Customer materially breaches the usage restrictions in Section 1.2.

6.3 Effect of Termination

Upon expiration or termination of this Agreement:

  • All licenses and rights granted to Customer immediately terminate.
  • Customer must cease all use of the Knops AI Platform and Knops Software.
  • Customer shall pay all outstanding Fees, including any remaining committed Fees (unless termination is due to Nell AI Labs' uncured material breach).
  • Nell AI Labs will handle Customer Data as described in Section 4.5.

6.4 Survival

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.

7. INDEMNIFICATION

7.1 By Nell AI Labs (IP Infringement)

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:

  • promptly notifies Nell AI Labs in writing of the claim;
  • allows Nell AI Labs sole control of the defense and settlement; and
  • provides reasonable assistance at Nell AI Labs' expense.

If the Knops AI Platform is found or believed by Nell AI Labs to infringe, Nell AI Labs may, at its option:

  • modify the Knops AI Platform so it becomes non-infringing;
  • obtain a license allowing continued use; or
  • terminate the affected licenses and refund any prepaid, unused Fees.

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.

7.2 By Customer

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.

8. WARRANTIES; DISCLAIMERS; LIMITATION OF LIABILITY

8.1 Limited Warranty

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.

8.2 Services Warranty

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.

8.3 Evaluation Use

For evaluation or beta access, the Knops AI Platform is provided "AS IS" with no warranties and no SLA.

8.4 General Disclaimer

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.

8.5 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO NELL AI LABS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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.

9. CONFIDENTIAL INFORMATION

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:

  • use Confidential Information only to perform its obligations under this Agreement;
  • not disclose Confidential Information to any third party except to employees, contractors, and advisors who need to know and are bound by confidentiality obligations at least as protective;
  • protect the confidential information using at least the same degree of care it uses to protect its own similar information (and no less than reasonable care).

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.

10. GENERAL

10.1 Usage Data & Telemetry

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.

10.2 Force Majeure

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).

10.3 Compliance with Laws; Export

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.

10.4 Open Source Components

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.

10.5 Notices

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:

Nell AI Labs LLC

8 The Green, Suite A

Dover, DE 19901, USA

Email: sales@knops.ai

10.6 Relationship of Parties

The parties are independent contractors; nothing creates a partnership, joint venture, or agency.

10.7 Assignment

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.

10.8 Governing Law; Venue

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.

10.9 Severability; Waiver

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.

10.10 Entire Agreement

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.

EXHIBIT A - KNOPS AI SERVICE LEVEL AGREEMENT (SLA)

Technical Support

  • Support is provided via email and in-app channels.
  • Standard support hours: non-holiday weekdays, 9:00 a.m. – 5:00 p.m. U.S. Pacific Time.
  • Support is provided in English.

Service Commitment

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.

Definitions

  • "Downtime": loss of external connectivity for all users of the production Knops AI Platform.
  • "Downtime Period": a continuous period of at least five (5) minutes of Downtime.
  • "Monthly Uptime Percentage": (total minutes in a month − total Downtime minutes in Downtime Periods) ÷ total minutes in the month.
  • "Service Credit": a dollar or time-based credit applied to a future invoice, as set forth below.

Service Credits

Monthly Uptime PercentageCredit*
≥ 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.

Exclusions

The Service Commitment does not apply to Downtime caused by:

  • Scheduled maintenance (with prior notice where reasonable);
  • Emergency maintenance to address security or availability threats;
  • Customer's systems, networks, or third-party services;
  • Force majeure events;
  • Use of the Knops AI Platform contrary to Documentation or this Agreement.