KSOC Terms of Service

 

Welcome, and thank you for your interest in Knightscope, Inc. (“Knightscope”, “we,” or “us”), our security technology equipment (“Equipment”) and this internet-based user interface for our Equipment (“Interface”) (together, the “Services”). These Terms of Service are a legally binding contract between you and Knightscope regarding your use of the Interface. These Terms of Service are hereby incorporated by reference into and subject to the Machine-As-A-Service Subscription Agreement or any other agreement executed by you and Knightscope regarding the Equipment provided to you (the “MaaS Agreement”).

 

PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. BY CLICKING “I ACCEPT,” YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE MAAS AGREEMENT (COLLECTIVELY, THESE “TERMS”). If you are not eligible, or do not agree to these Terms, then you are not authorized to use the Interface.

 

These Terms of Service provide that all disputes between you and Knightscope under these Terms will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under these Terms (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT A JUDGE OR JURY and your claims cannot be brought as a class action. Please review the arbitration terms below for the details regarding your agreement to arbitrate any such disputes with Knightscope.

1.      Eligibility. You must be at least eighteen (18) years of age to use the Interface. By agreeing to these Terms, you represent and warrant to us that you are at least eighteen (18) years of age and that your registration and your use of the Interface is in compliance with any and all applicable laws and regulations. If you are using the Interface on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such organization to these Terms and you agree to be bound by these Terms on behalf of such organization, and that such organization has a current MaaS Agreement with Knightscope.

2.      Accounts and Registration. To access most features of the Interface, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself (such as your e-mail address or other contact information). You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at contact@knightscope.com  

3.      Payment. There will be no separate fees required to access the Interface other than those for the Services set forth in the MaaS Agreement.

4.      Confidentiality.  “Confidential Information” means any and all information disclosed by either party to the other that is in written, graphic, machine-readable, or other tangible form and is marked “Confidential” or “Proprietary” or in some other manner to indicate its confidential nature.  Confidential Information may also include oral disclosures provided that such information is designated as confidential at the time of disclosure and reduced to a written summary by the disclosing party within 30 days after its oral disclosure, which is marked in a manner to indicate its confidential nature and delivered to the receiving party.  The receiving party agrees: (i) to use the disclosing party’s Confidential Information solely in accordance with the provisions of these Terms; and (ii) not to disclose, or permit to be disclosed, either directly or indirectly, the disclosing party’s Confidential Information to any third party without the disclosing party’s prior written consent.  The receiving party shall safeguard the disclosing party’s Confidential Information using the same measures it uses to protect its own Confidential Information, but in no event shall either party use less than reasonable care in safeguarding the Confidential Information of the other party.  Notwithstanding the foregoing, Confidential Information shall not include information that is: (a) publicly available through no fault of the receiving party, (b) rightfully obtained from third parties not under confidentiality restrictions, (c) already known by the receiving party at the time of disclosure by the disclosing party, or (d) is independently developed by the receiving party without use or reference to the disclosing party’s Confidential Information.  The receiving party may disclose the disclosing party’s Confidential Information as may be required by law, a court order, or a governmental agency with jurisdiction, provided that before making such a disclosure, the receiving party will first notify the disclosing party to give the disclosing party an opportunity to limit such disclosure or seek a protective order.  Upon the disclosing party’s written request, or upon expiration or termination of these Terms, the receiving party shall return to the disclosing party all originals and all reproductions and copies of all Confidential Information of the disclosing party, and delete all Confidential Information from its electronic records and shall certify to the disclosing party that it has done so, in a writing signed by an officer of the receiving party; notwithstanding the forgoing, the receiving party may retain a copy of those records necessary to establish rights of payment, or which must be retained to satisfy reporting or legal obligations, provided that such archival copy is kept confidential until destroyed.  If either party breaches, or threatens to breach the provisions of this Section 4, each party agrees that the non-breaching party will have no adequate remedy at law and is therefore entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.

5.      Data.  You shall solely own all rights, title and interest in or to the surveillance audio and video, and other incident reporting data recorded by the Equipment during deployment at the your premises (“Content Data”).  Knightscope may use the Content Data solely to provide the Services to you and to debug, improve and enhance the Services or to assist you in forensics analysis if requested to do so by you.  Except for any Content Data, Knightscope shall solely own all rights, title and interest in or to all other data collected or generated by the Equipment and Interface.  All Content Data shall be available to you for download through the Interface for a period of two (2) weeks from the date such Content Data was recorded.  Unless otherwise agreed between the parties in writing, Knightscope shall have no further obligation to maintain any Content Data in its databases or forward it to you or any third party, and may, in its sole discretion, irrevocably delete any Content Data from its databases following such two (2) weeks period.  Upon any termination or expiration of these Terms, all Content Data may be irrevocably deleted by Knightscope, and you are solely responsible for downloading copies thereof before the termination or expiration hereof; provided, however, that Knightscope may retain and make certain Content Data available to you after the termination of these Terms upon the parties’ agreement for a retention fee with respect thereto.

6.      Prohibited Conduct. BY USING THE INTERFACE YOU AGREE NOT TO:

6.1          use the Interface for any illegal purpose, or in violation of any local, state, national, or international law;

6.2          violate, or encourage others to violate, the rights of third parties, including by infringing or misappropriating third party intellectual property or privacy rights;

6.3          distribute any content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;

6.4          interfere with security-related features of the Interface, including without limitation by (i) disabling or circumventing features that prevent or limit use or copying of any content, or (ii) reverse engineering or otherwise attempting to discover the source code of the Interface or any part thereof except to the extent that such activity is expressly permitted by applicable law;

6.5          interfere with the operation of the Interface or any other Knightscope customer’s use of the Interface, including without limitation by (i) uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code, (ii) attempting to collect, personal information about users or third parties without their consent; or (iv) interfering with or disrupting any networks, equipment, or servers connected to or used to provide the Interface, or violating the regulations, policies, or procedures of such networks, equipment, or servers;

6.6          perform any fraudulent activity including impersonating any person or entity, claiming false affiliations, or accessing the Interface accounts of others without permission;

6.7          sell or otherwise transfer the access granted herein or any Materials (as defined in Section 10 below) or any right or ability to view, access, or use any Materials; or

6.8          attempt to do any of the foregoing in this Section 6, or assist or permit any persons in engaging in any of the activities described in this Section 6.

7.      Termination of Use; Discontinuation and Modification of the Interface. These Terms will terminate upon termination of the MaaS Agreement. If you violate any provision of these Terms, we may terminate your access to the Interface and terminate these Terms, and/or terminate the MaaS Agreement in accordance with the terms thereof.

8.      Additional Terms. Your use of the Interface is subject to any and all additional terms, policies, rules, or guidelines applicable to the Interface or certain features of the Interface that we may post on or link to on the Interface (the "Additional Terms"), such as end-user license agreements for any downloadable applications that we may offer, or rules applicable to particular features or content on the Interface, subject to Section 9 below. All such Additional Terms are hereby incorporated by reference into, and made a part of, these Terms.

9.      Changes to the Terms. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. In the event that a change to these Terms materially modifies your rights or obligations, we will make reasonable efforts to notify you of such change. We may provide notice through a pop-up or banner within the Interface, by sending an email to any address you may have used to register for an account, or through other similar mechanisms. Additionally, if the changed Terms materially modify your rights or obligations, we may require you to provide consent by accepting the changed Terms. If we require your acceptance of the changed Terms, changes are effective only after your acceptance. If you do not accept the changed Terms, we may terminate your access to and use of the Interface. All other changes are effective upon publication of the changed Terms. Disputes arising under these Terms will be resolved in accordance with the Terms in effect at the time the dispute arose.

10.    Ownership; Proprietary Rights. The Interface is owned and operated by Knightscope. Excluding the Content Data, the visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Interface (the “Materials”) provided by Knightscope are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in the Interface are the property of Knightscope or our third-party licensors. Except as expressly authorized by Knightscope, you may not make use of the Materials. Knightscope reserves all rights to the Materials not granted expressly in these Terms.

11.    Disclaimers; No Warranties.

11.1        Except for the express limited warranty set forth in the maas agreement, Knightscope makes no warranties with respect to the services, express, implied, statutory or otherwise, and specifically disclaims, on its own behalf on and behalf of its suppliers and licensors, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.  Knightscope does not warrant that the Interface will meet Your requirements or that the use thereof will be uninterrupted or error free.

11.2        NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE INTERFACE OR ANY MATERIALS OR CONTENT AVAILABLE ON OR THROUGH THE INTERFACE WILL CREATE ANY WARRANTY REGARDING ANY OF KNIGHTSCOPE OR its officers, directors, employees, and agents OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE INTERFACE AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE INTERFACE. YOU UNDERSTAND AND AGREE THAT YOU USE THE INTERFACE AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT DATA THROUGH THE INTERFACE AND ANY ASSOCIATED SITES OR SERVICES AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE INTERFACE) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE INTERFACE OR THE DOWNLOAD OR USE OF SUCH MATERIALS OR CONTENT DATA. 

11.3        SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

11.4        We reserve the right to take down applicable servers hosting the Interface to conduct routine maintenance (“Scheduled Maintenance”). We use commercially reasonable efforts to perform Scheduled Maintenance outside of regular business hours in the U.S whenever possible. We are not responsible for any damages or costs you incur due to unavailability of the Interface during such Scheduled Maintenance.

12.    Limitation of Liability. In no event shall either party be liable hereunder to the other party for indirect, incidental, special or other consequential damages, including without limitation damages for loss of profits or use or loss of data incurred by the other party or any third party, arising out of or related to these Terms, whether in an action in contract, tort, or otherwise, even if the other party has been advised of the possibility of such damages.  In no event shall either party’s aggregate liability arising out of or related to these Terms, regardless of whether any action is based on contract, tort or otherwise, exceed the aggregate amounts paid or payable under the MaaS Agreement. The parties agree that the foregoing limitations represent a reasonable allocation of risk under these Terms. Notwithstanding the foregoing, the limitations of damages provided for in this Section shall not apply with respect to damages arising out of the parties’ obligations under Sections 4, and 6.

13.    Dispute Resolution and Arbitration. Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be decided by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the then-current Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Each party shall bear its own costs, fees and expenses incurred in connection with this arbitration proceeding, including attorneys’ fees and expenses and witness costs and expenses. The arbitrator(s) shall apportion the fees, expenses and compensation of the American Arbitration Association and the arbitrator(s) between the parties in such amount as the arbitrator(s) determine is appropriate. Arbitration shall take place in California, unless the parties mutually agree to another location. Notwithstanding the foregoing, a party may, without waiving any remedy under these Terms, seek from any court with jurisdiction, interim or provisional equitable relief necessary to protect such party’s rights or property.

14.    General. These Terms, and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive understanding and agreement between you and Knightscope regarding your use of and access to the Interface, and except as expressly permitted above may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. These Terms shall be governed by the laws of the State of California without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Knightscope agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California for the purpose of litigating all such disputes. You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice. The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and shall not have any impact on the interpretation of particular provisions. In the event that any part of these Terms is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Upon termination of these Terms, any provision that by its nature or express terms should survive will survive such termination or expiration, including, but not limited to, Sections 1, 3, 4, 6, and 10 through 16.

15.    Consent to Electronic Communications. By using the Interface, you consent to receiving certain electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

16.    Use of Name. You agree that we may reference and use your name and logo to identify you as our client.

17.    Contact Information. The Services hereunder are offered by Knightscope, Inc., located at 1070 Terra Bella Ave, Mountain View, CA 94043. You may contact us by sending correspondence to the foregoing address or by emailing us at contact@knightscope.com  

18.    Notice to California Residents.  If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms.  In addition, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Interface or to receive further information regarding use of the Interface.

 

Last Updated: August 1, 2017