Knitt

Terms of Service

These Terms of Service are an agreement (“Agreement”) between Knitt, LLC (hereafter “Knitt”, “we”, “us” or “our”) and each user (“you” or “your”) of the tools, analytics, information, SaaS application (“App”), website www.getknitt.com (“Site”) or services (collectively, the “Platform”) of the company.

    1. AcceptanceYour use of Knitt’s Platform is at all times subject to this Agreement. You should read this Agreement carefully and be sure you understand it prior to using the Platform. Any use of Knitt’s Platform is deemed to be irrevocable acceptance of this Agreement. If you do not agree to this Agreement, you should not use, and should immediately exit, the Platform. To use Knitt’s Platform, you must accept the Terms of Service before creating an account. For purposes of this Agreement, accessing the Platform only to review this Agreement, is not deemed to be use of the Platform.
    2. Services Knitt is a membership-based, philanthropy tracking system. Our Platform tracks all cash and cash equivalent contributions made by donors (“Donors”), as well as those received by nonprofits (“Nonprofits”) in yearly increments. Once a donation is consummated, Knitt will generate a Charitable Contribution Receipt based on the information exchanged through the Platform.
    3. Definitions In this Agreement:
      1. Activated Account means an account profile created by a new client that contains credit card information.
      2. Charitable Contribution Receipt means a document generated by the Platform to reflect the amount, date and recipient of a donation made to a Nonprofit through the Knitt Platform.
      3. Donor means an individual or company that (1) contributes cash or cash-equivalents such as goods and merchandise to a Nonprofit for charitable purposes; and (2) has an Activated Account on the Knitt Platform.
      4. Financial Tracking Period means sixty-five (365) days from the date that your account is activated or, after year one, 365 days from the date of renewal.
      5. In-Platform Donations or In-Platform Transactions are any contributions — in cash or cash-equivalents such as goods and merchandise — made to Nonprofits with Activated Accounts on the Knitt Platform.
      6. Nonprofit means an organization that (1) has been granted tax exempt status — under Section 501(c)(3) of the Internal Revenue Code— by the Internal Revenue Service; and (2) has an Activated Account on the Knitt Platform.
      7. Off-Platform Donations or Off-Platform Transactions are any contributions— in cash or cash-equivalents such as goods and merchandise— made to Nonprofits that do not have Activated Accounts on the Knitt Platform, but are manually added by a Knitt customer for tracking purposes.
      8. Personal Information means all information collected by Knitt, whether electronically or manually, through (i) the Platform, (ii) e-mail messages and other electronic communications that you may send to Knitt, (iii) information related to services rendered in connection with the Platform, including but not limited to, customer preferences; and (iv) other sources in the ordinary course of Knitt’s business, that relates to an individual and that identifies, or can be used in conjunction with other readily-accessible information to identify, such individual (including, but not limited to, name, physical address, e-mail address, phone number, and credit card number).
      9. Pricing Tier means one of five donation ranges that correspond to a Subscription Plan fee charged by Knitt for access to the Platform. The current Pricing Tiers are set forth in Section 8 and can be located on the Site.
      10. Registered Account means an account profile that is created by a new client that does not yet contain credit card information.
      11. Subscription Period means the period of time between the date the account is activated and the expiration of the term selected by the client for services. Thus, an annual Subscription Period is 365 days from the date of account activation or, after year one, 365 days from the date of renewal. A monthly Subscription Period is one month from the date of account activation.
      12. Subscription Plan means an agreement that allows a customer to place a recurring order for the Platform services with a payment structure and plan duration that meets the customer’s needs.
      13. Transaction(s) means all In-Platform Donations given by Donors or In-Platform Donations received by Nonprofits.
    4. Personal Information Knitt may collect Personal Information from individuals through the Platform. All such Personal Information obtained by Knitt will be held, disclosed, and used by Knitt in accordance with its privacy policy (“Privacy Policy”) and all applicable laws.
    5. Changes to the Terms of Service Knitt reserves the right, at our sole discretion, to revise or replace this Agreement at any time. For instance, we may need to change this Agreement if a new feature is launched or a service is upgraded. It is your responsibility to check for changes to this Agreement. If you do not agree to the new terms, you must discontinue use of the Platform. If you continue to use the Platform after the revised terms go into effect, then you have accepted the changes to this Agreement.
    6. Creating a Knitt Account and Keeping it Secure To use Knitt’s Platform, you must be thirteen years of age or older and register or sign up for an account and provide certain, individualized information. In doing so, you become a Knitt account holder (“Account Holder”). A Donor’s account will become active once valid credit card information is entered into the account profile. There is no fee for creating a Donor account. A Nonprofit’s account will become active once Knitt has validated its status as an active 501(c)(3). Knitt charges a one-time processing fee of fifty dollars ($50.00) in order to validate Nonprofit accounts.As an Account Holder, you represent and warrant that: (i) all required registration and account information submitted is truthful, current and accurate; (ii) you will maintain the accuracy of such information; (iii) you will not violate any United States or other applicable law or regulation in connection with the use of the Platform. You also agree to maintain the security of the account and promptly notify Knitt if it is discovered or suspected that someone has accessed your account without permission. If we believe that the information you provide is not correct, current or complete, we have the right to terminate or suspend access to the Platform. Knitt may also suspend or terminate your account and/or access to the Platform at any time upon becoming aware of any violation or threatened violation of the Agreement, any security or other threat to our systems, technology, business, other people, or other matters warranting such suspension or termination. In the event that your account is terminated or suspended, your account will be placed in inactive status until such time as the deficiency has been remedied to Knitt’s satisfaction. Knitt is not responsible for any loss or harm related to your inability to access or use our Platform during any period in which your account is in inactive status.When you choose username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Platform or portions of it using your username, password, or other security information. If, however, you permit others to use the account credentials, you are responsible for the activities of such users that take place in connection with that account. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. Knitt has the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time for good cause, including if we reasonably determine that you have violated any provision of the Agreement.
    7. Changes to the Platform and Unavailability Knitt reserves the right to withdraw or amend the Platform, and any material we provide in connection therewith, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable for a period of ninety-six (96) hours or less during any business day. In the event that the Platform is unavailable for a period of more than ninety-six (96) hours during any period, you will be entitled to an abatement of the Subscription Plan fee during such period of unavailability.
    8. Payment and Calculation of Subscription Plan Fees Use of the Knitt Platform is made available on a subscription basis. If you choose to use the Platform under one of our Subscription Plans, you will pay a recurring Subscription Plan fee for access based on the applicable Subscription Period that you select (monthly or annual) and the Pricing Tier that applies to your use of the Platform. You agree to pay all current fees associated with the applicable Pricing Tier. These fees are exclusive of any applicable taxes. The Pricing Tiers are set forth below and can also be accessed on the Site.
      Chart of Payment and Calculation of Knitt Subscription Fees

      1. Fees for Annual Subscription Plan

      If you select the annual Subscription Plan, Knitt will track all of your In-Platform Transactions during the Financial Tracking Period. Both cash and cash equivalents, like goods and merchandise, will be included in the aggregate total for the Financial Tracking Period. However, volunteer services and Off-Platform Transactions will not be included in the aggregate total. Your account will be classified into one of five Pricing Tiers based on your total In-Platform Transactions during the Financial Tracking Period. You will be automatically billed on the basis of your account’s Pricing Tier classification. In the first year, the annual Subscription Period fee will be pro-rated to reflect the number of days that your account was classified in a particular Pricing Tier. If, in the first year, your account moves between one or more Pricing Tiers during the Financial Tracking Period, your Subscription Plan fee will be pro-rated to reflect the number of days in each Pricing Tier. For the avoidance of doubt, the following example demonstrates how annual Subscription Plan fees are calculated in the first year.

      • Assume that a Nonprofit client registered on February 1, 2022, but the account was activated on February 15, 2022 when the client entered its credit card information. On April 22, 2022, the client received a $10,000 donation and moved from the Free Tier to Tier 1. At the end of the month, Knitt would charge the Nonprofit client a prorated annual fee based on its classification in Tier 1. In this example, the annual fee for Tier 1 is four hundred dollars ($ 400.00). Thus, Knitt would charge its Nonprofit client for the period of April 22 2022 through February 14, 2023, or 297 days. This prorated amount would be $325.48.

      Once you become an Account Holder, your subscription will be automatically renewed at the conclusion of each Subscription Period, unless you opt-out or cancel as set forth in Section 9. This means that at the end of your first, annual Subscription Plan, your subscription will be automatically renewed for an additional year. For purposes of renewal, your account will remain classified in the highest Pricing Tier attained in the previous Subscription Period. The renewal Subscription Plan fee will be charged within the first thirty (30) days of the renewal date. You will not be credited or refunded if the In-Platform Transactions during the second Financial Tracking Period do not reach the same, high-level Pricing Tier from the previous Subscription Period. All In-Platform Transactions during the second Financial Tracking Period will be used to calculate your Subscription Plan fee for the subsequent Subscription Period. For the avoidance of doubt, the following example demonstrates how renewal subscription fees are calculated:

      • Assume that the Nonprofit client received a donation of $40,000 in month 11 of the subscription period. At that time the client’s account moved from the Free Tier to Tier 2. In this example, the annual fee for Tier 2 is six hundred dollars ($ 600.00). Thus, at the end of month 12, the Nonprofit client will be automatically renewed at the Tier 2 level and will be charged within the first thirty (30) days in the amount of $600.00.
      1. Monthly Subscription Plan Fees

      If you select the monthly Subscription Plan, Knitt will track all of your In-Platform Transactions during the Financial Tracking Period. Both cash and cash equivalents, like goods and merchandise, will be included in the aggregate total for the Financial Tracking Period. However, volunteer services and Off-Platform Transactions will not be included in the aggregate total. Your account will be classified into one of five Pricing Tiers based on your total In-Platform Transactions during the Financial Tracking Period. You will be automatically billed on the basis of your account’s Pricing Tier classification. In the first month of payment, the monthly Subscription Plan fee will be pro-rated to reflect the number of days that your account was classified in the particular Pricing Tier.After the first month of payment, your subscription will be automatically renewed, unless you opt-out or cancel as set forth in Section 9. This means that at the end of your first, monthly Subscription Period, your subscription will be automatically renewed for an additional month. For purposes of renewal, your account will remain classified in the same Pricing Tier attained in the prior month. You will be charged that amount for each subsequent, renewal month unless and until there are additional In-Platform Transactions that elevate your account to the next Pricing Tier. Once your account moves to a new Pricing Tier, all subsequent months will renew at the new Pricing Tier. For the avoidance of doubt, the following example demonstrates how renewal Subscription Plan fees are calculated:

      • Assume that a Nonprofit client registered on February 1, 2022, but the account was activated on February 15, 2022 when the client entered its credit card information. On April 22, 2022, the Nonprofit client received a $10,000 donation, moving from the Free Tier to Tier 1. At the end of the month, Knitt would charge the Nonprofit client a prorated monthly fee based on its classification in Tier 1. Based on the activation date on the account, Knitt will treat the 15th of each month as the renewal date. In this example, the monthly Subscription Period fee for Tier 1 is forty dollars ($ 40.00). Thus, Knitt would charge its Nonprofit client for the period of April 22 2022 through May 15, 2022, or 23 days. This prorated amount would be $30.67.
    9. Cancellation or Modification of Subscription Plan The Subscription Plan begins once your account is activated, and it will automatically renew for another Subscription Period at the end of the current Subscription Period unless you notify Knitt of cancellation/nonrenewal at least thirty (30) days before the end of your current Subscription Period. Subscription Plan fees will not be pro-rated in any renewal term. Knitt will automatically charge you Subscription Plan fees for the next Subscription Period (monthly or annually) within thirty (30) days of each renewal date. This means that once your account is activated and you become an Account Holder, your subscription will be automatically renewed and your payment method will be automatically debited, unless you opt-out or cancel as set forth above. You may also modify the term of your Subscription Plan by providing notice of your request to modify at least thirty (30) days before the end of your current Subscription Period. You can manage your subscription, including cancellation or modification of the term of your Subscription Plan, through the Platform by accessing account settings or by calling the number set forth in the Contact Information Section below.
    10. Inactive Account Status If any amounts owed hereunder are not received by Knitt by the due date, your account will be placed in inactive status and use of the Platform will be suspended until payment is received and/or payment methods are updated. If use of the Platform is suspended for nonpayment or any other account deficiencies, including any violation of this Agreement, Knitt will not be liable for any resulting loss, damage or expense connected with such suspension. You will remain responsible for fees incurred during any period in which your account is in inactive status unless you notify Knitt of cancellation/nonrenewal at least thirty (30) days before the end of your current Subscription Period.
    11. Processing Subscription Plan Fees Knitt uses Stripe, a third party vendor, to process payments made by customers to use the Platform. We do not collect or process payment information. Stripe collects payment method information (such as credit or debit card number, of bank account information, purchase amount, date of purchase and, in some cases, information about the Services). You acknowledge and agree that the use of a payment processor is integral to making the Platform available. You can learn about how Stripe collects and processes data at https://stripe.com/privacy. We recommend that you review this privacy policy.
    12. Changes to Subscription Plan Fees Knitt in its sole discretion and at any time, may modify the fees for any of the Subscription Plans. Any Subscription Plan change will become effective at the end of the then-current Subscription Period. Knitt will provide you with reasonable prior notice of any change in Subscription Plan fees to give you an opportunity to terminate your subscription before such change becomes effective. Your continued use of the Platform after the Subscription Plan fee change comes into effect constitutes your agreement to pay the modified Subscription Plan fee amount.
    13. Subscription License and Use of Data In consideration of payment for Subscription Plan fees and subject to any limitations set forth in this Agreement, Knitt grants you a limited, personal, non-exclusive and nontransferable right and license to access, operate, and use the Platform for any legal purpose, other than the prohibited uses specified in Section 19 below, during the licensed term.
    14. Donor Responsibilities You, as a Donor represent, warrant, and covenant that (i) you will pay the Subscription Plan fees as they become due; (ii) you will not infringe on the rights of other; (iii) you will comply with all relevant and applicable law and financial reporting obligations, including but not limited to laws and regulations relating to registration, tax reporting, political contributions, and asset disclosures for your project; and (iv) once a donation is agreed-upon through the Platform, you will arrange for and consummate the transfer of money to the Nonprofit. Knitt takes no responsibility for the timing or logistics of those money transfers. It is your responsibility to understand how your money will be used. In accordance with Section 17, Knitt uses commercially reasonable efforts to monitor the accuracy of information provided through the Platform. However, Knitt does not and cannot verify the information that Nonprofits supply, nor do we represent or guarantee that the donations will be used in accordance with any specific fundraising purpose or in accordance with applicable laws.Donors are not permitted to impose restrictions on the use of donations by a Nonprofit. To the extent that a Donation is made in response to an appeal for a particular program of a Nonprofit, or to the extent that a Donor purports to direct the use of donations by a Nonprofit, any such directions shall constitute non-binding recommendations only and the Nonprofit shall have full discretion to determine how all Donations will be used.Knitt is not a broker, financial institution, creditor or charitable organization. Knitt does not provide financial, legal tax, or other professional advice. Donor acknowledges that all donations are made at your own risk, and that you are responsible for determining how your money will be used and how that use is treated by for tax purposes. Donors should consult with experienced financial, legal, tax or other professional advisors prior to making any decisions regarding charitable contributions. Specifically, Donor should consult a tax advisor as to the amount of the donation that is tax deductible or eligible for tax recognition. Knitt makes no representation as to whether all or any portion of your donations, including, if any, processing fees, are tax deductible or eligible for tax credits.

      Donor acknowledges and agrees that, in accordance with the Privacy Policy, certain of Donor’s personal information will be shared with the Nonprofit to which such Donor makes a donation and may be used by such Nonprofit in accordance with the Nonprofit’s Privacy Policy. Knitt is not responsible, and shall not be liable, for any Nonprofit’s use of any Donor information.

    15. Nonprofit Responsibilities You, as a Nonprofit represent, warrant, and covenant that (i) you will pay the Subscription Plan fees as they become due; (ii) you are a valid 501(c)(3) charitable organization as recognized under the laws of the United States of America; (iii) all donations you receive will be used solely as described in the materials you post or otherwise provide; (iv) you will not infringe on the rights of others; (v) you will comply with all relevant and applicable law and financial reporting obligations, including but not limited to laws and regulations relating to registration, tax reporting, political contributions, and asset disclosures for your project; and (vi) to the extent you share with Knitt any Personal Information of any third party for any purpose, including the names, email addresses and phone numbers of your personal contacts, you have the authority (including any necessary consents), as required under applicable law, to provide us with such Personal Information and allow us to use such Personal Information for the purposes for which you shared it with us; and (vii) your Nonprofit has and will maintain tax-exempt status under applicable law. Further, you authorize Knitt to and Knitt reserves the right to, provide information relating to your Nonprofit to Donors.
    16. Charitable Contribution Receipts As a convenience to our customers, Knitt shall issue a Charitable Contribution Receipt in connection with all In-Platform Donations. The Charitable Contribution Receipt is not an official donation tax receipt issued by the Nonprofit. It is Donor’s responsibility to obtain documentation supporting any donation before claiming a charitable contribution on his/her federal income tax return. Donors and Nonprofits shall provide Knitt with such information through the Platform as is required to enable the issuance of the Charitable Contribution Receipt. You acknowledge that the Charitable Contribution Receipt is dependent on the accuracy of the information provided by the Donor or the Nonprofit. You agree to verify the accuracy of the information contained on the Charitable Contribution Receipt prior to claiming a charitable contribution on your tax return. Knitt is not responsible, and shall not be liable, for the accuracy of Charitable Contribution Receipt or the information provided therein. Knitt will have no liability for any claim by any federal, state, provincial, territorial, local or any other tax authority with respect to the characterization on any applicable tax return of any donation by you or any Nonprofit. Nor will Knitt indemnify the Donor for any tax liability stemming from such mischaracterizations.
    17. Detection of Fraudulent Activity Knitt will use commercially reasonable efforts to monitor the accuracy of information provided through the Platform. Specifically, Knitt will validate the information provided by Nonprofits by verifying IRS status, including phone and or email validation to the entity listed in the IRS 990, as well a direct validation of documentation from each Nonprofit. However, Knitt does not and cannot guarantee the accuracy of information that Nonprofits and Donors supply. Notwithstanding the foregoing, we take possible fraudulent activity and the misuse of charitable funds very seriously. If you have reason to believe that information is inaccurate, including that a Nonprofit is not raising or using the funds for their stated purpose, please notify Knitt directly at [email protected] (Subject Line “Fraudulent Activity”).
    18. Third Party Platforms and Sites The Platform may integrate and/or interact with third party platforms or sites. Knitt has no affiliation, association, endorsement, approval or sponsorship by any other third party platforms or third party sites. We do not warrant the offerings of any of these entities or individuals. Your use of a third party platform or site will be subject to its terms of use and other provisions, and you are responsible for complying with such terms and other provisions. You acknowledge and agree that Knitt has no control over, and is not a party to, such terms and conditions. Your use of this Platform may also include the use of applications that are developed or owned by a third party. Your use of such third party applications, websites, and services is governed by that party’s own terms of service or privacy policies. We encourage you to read the terms and conditions and privacy policy of any third-party application, website, or service that you visit or use. You further agree and acknowledge that Knitt is not responsible for the operations, security or performance of such third party platforms. Therefore, Knitt is not liable to you for any damage or loss that you suffer as a result of your use of a third party platform.
    19. Prohibited Uses You shall not use the Platform:
      1. (a) in a manner that is inconsistent with this Agreement;
      2. (b) to modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable;
      3. (c) to combine or incorporate the software, or any part thereof, in any other programs;
      4. (d) to decompile or reverse engineer, or otherwise attempt to derive or gain access to the source code of the software or any part thereof;
      5. (e) to remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the software or related documentation, including any copy thereof;
      6. (f) for purposes of competitive analysis of the Platform, including the software, or for any other purpose that is to Knitt’s competitive disadvantage;
      7. (g) for a use that would be illegal under laws that pertain to the jurisdiction in which the Platform is being used;
      8. (h) to engage in, or solicit others to engage in, any activities through or in connection with the Platform that: harm, or attempt to harm, any individuals or entities, especially minors; are unlawful, offensive, obscene, lewd, lascivious, violent, threatening, harassing, stalking, scandalous, inflammatory, defamatory, pornographic, profane or abusive; promotes or condones terrorism, violence, or illegal behavior; violate any right of any other party (including intellectual property);
      9. (i) to misrepresent your identity or affiliation with any person or company, including Knitt;
      10. (j) to transmit information that is in any way false, fraudulent, or misleading.
      11. (k) to publish or make available, or request or solicit individuals to publish or make available, any Personal Information through the Platform without authorization from that individual;
      12. (l) to impersonate another person or user;
      13. (m) to interfere with another user’s use and enjoyment of the Platform, or the proper operation of the Platform;
      14. (n) to interfere with or circumvent any security feature of the Platform or the Materials;
      15. (o) to harvest, scrape, or otherwise collect or store any information, including Personal Information, from the Platform;
      16. (p) to attempt to gain unauthorized access to the Platform or other computer systems or networks connected to the Platform;
      17. (q) to attempt to probe, scan, or test the vulnerability of a system or network or attempt to breach security or authentication measures without proper authorization;
      18. (r) to introduce viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
      19. (s) to attach the Platform via a denial-of-service attack or a distributed denial-of-service attack; or
      20. (t) to infringe the rights of Knitt (including intellectual property rights) or those of any third party in relation to your use of the Platform.
    20. Ownership of the Platform Knitt put a lot of effort into creating the Platform including, the logo and all designs, text, graphics, pictures, information, and other content (excluding your content). We and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to the Platform and all information, content, software, analytics and other software and materials provided by or on behalf of us, including but not limited to all text, images, videos, logos, button icons, audio clips, and the look and feel of the Platform and our brands and logos, and any data compilations, including without limitation any data input by or on behalf of us or our third party providers, and any data to the extent processed by, or resulting as an output of, the Platform, and all Platform usage data, statistical data or aggregated data collected or reported with respect to the any part or all of the Platform (“Knitt Materials”).The Knitt Materials are protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions and other copyright laws. Knitt grants you a revocable license, the scope of which is limited to viewing the content of the Platform for whatever length of time you are viewing the Platform. You are not permitted or authorized to copy, re-publish, modify, or distribute any content on the Platform.
    21. License Grant & Restrictions You hereby grant to Knitt a non-exclusive, limited, revocable, worldwide right to use, distribute, perform, transmit, modify (for the purposes of technical or formatting modifications to display the brand content on the Platform) and reproduce the brand’s name, logo, mission statement, taglines, text, photographs, images, videos, sound recordings and other content provided by you to Knitt for the purposes of including this information on the Platform.
    22. Trademarks The Knitt name, the terms, and all related names, including logos, product and service names, designs, and slogans are trademarks of the company or its affiliates or licensors. You must not use such marks without the prior written permission of Knitt. All other names, logos, product and service names, designs, and slogans used on or in connection with the Platform, are the trademarks of their respective owners.
    23. Copyright Infringement Policy It is Knitt’s policy to respond to any claim that Content posted on the Platform infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity. If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright Infringement, please submit your claim via email to [email protected], with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”.You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims on the Infringement of any Content found on and/or through the Service on your copyright.
    24. DMCA Notice and Procedure You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail): (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest; (2) a description of the copyrighted work that you claim is the subject of Infringement, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work; (3) identification of the URL or other specific location on the Platform where the material that you claim is infringing is located; (4) your address, telephone number, and email address; (5) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. You can contact us via email at [email protected].
    25. Warranties KNITT WARRANTS ONLY THAT THE PLATFORM WILL OPERATE SUBSTANTIALLY IN COMPLIANCE WITH APPLICABLE SPECIFICATIONS. EXCEPT FOR THE FOREGOING, THE PLATFORM AND ANY CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM ARE PROVIDED TO YOU ON AN “AS IS” OR “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND. WE DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE PLATFORM, CUSTOMER SUPPORT AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE.
    26. Limitation of Liability IN NO EVENT WILL KNITT BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF, INSUFFICIENT CUSTOMER SUPPORT FOR, OR INABILITY TO USE THE PLATFORM, EVEN IF KNITT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Further, you waive any claim for damages that would exceed the amount paid to Knitt in the 12 months that precede the claim. The foregoing limitations will apply even if the above stated warranties fail of their essential purpose.
    27. Indemnification You shall indemnify, defend and hold harmless Knitt from all costs, damages, expenses, fines, liabilities, losses, penalties and payments (including, but not limited to, fees and disbursements of counsel to Knitt) resulting from, or relating to, (a) your failure to perform any obligation or assume any responsibility pursuant to this Agreement or the Privacy Policy, (b) any warranty or representation made by you in this Agreement or the Privacy Policy being untrue or misleading in any respect, (c) any unauthorized use of the Platform by you, or (d) except to the extent Knitt is grossly negligent or engages in intentional misconduct, any action taken, or not taken, by you or any third party in reliance on the Platform.
    28. Governing Law and Jurisdiction This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the laws of the State of New York, without regard to its conflicts of laws rules. The state and federal courts located in Saratoga County, New York shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. If there is any conflict or inconsistency between any provision of this policy and any provision of any applicable law, the latter shall control.
    29. Arbitration In the event of a dispute, either party may require the other party to submit any disputes arising out of or from, concerning, or relating to or by reason of a violation of the Agreement or the Privacy Policy, or the use of the Platform, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law.
    30. Waiver No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
    31. Severability If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
    32. Entire Agreement

This Agreement, along with any other document referenced therein, constitute the sole and entire agreement between you and Knitt regarding the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.

  1. Force Majeure Neither Party will be responsible for failure or delay of performance if caused by: any pandemic, quarantine, an act of war, hostility, or sabotage; act of God; electrical, Internet, or telecommunication outage that is not caused by the obligated Party; government restrictions; or other event outside the reasonable control of the obligated Party. Each Party will use reasonable efforts to mitigate the effect of a force majeure event.
  2. Expenses Except as provided by any applicable law, you are solely responsible for all fees and disbursements of any attorney or other advisor retained by you in connection with enforcing this Agreement.
  3. Contact Information All notices of copyright infringement claims, other feedback, comments, requests for technical support, and other communications relating to the Platform, should be directed to [email protected].