User SaaS Terms

User Software-as-a-Service Agreement v1.1 (last modified 09-09-2026)

This User Software-as-a-Service Agreement (this "Agreement" or these "Terms") is between Knova Enterprises, LLC, a Florida limited liability company ("KNOVA," "we," "us," or "our"), and each individual or entity that creates an account and accepts this Agreement to use the KNOVAlocal Platform ("User," "you," or "your").

WHEREAS, KNOVA operates a local service-provider directory and connection platform, through which subscribing Service Providers publish information and Inquirers find and contact them;

WHEREAS, Users wish to access registered Platform features, including provider subscriptions or creating, saving, and sharing provider lists, subject to this Agreement.

By clicking "I Accept," checking an acceptance box, or taking another affirmative action expressly identified as acceptance after these Terms are presented, you agree to this Agreement. Creating an account requires that acceptance. If you act for an entity, you represent that you have authority to bind it; the entity is the User, and you must comply with these Terms when acting on its behalf. Do not create an account or use account-only features without accepting. Mere public browsing or contacting a provider without an account does not make an Inquirer a registered User under this Agreement; that activity is governed by the Website Terms of Use.

IMPORTANT NOTICE: SECTION 2.2 DESCRIBES KNOVA'S CONNECTOR-ONLY ROLE. SECTION 11 CONTAINS LIABILITY LIMITATIONS AND A RELEASE OF CERTAIN THIRD-PARTY-RELATED CLAIMS. SECTION 13 REQUIRES INDIVIDUAL ARBITRATION AND WAIVES CLASS ACTIONS, SUBJECT TO EXCEPTIONS AND A 30-DAY OPT-OUT RIGHT.

Each User is responsible for regularly verifying and updating its account and profile information. KNOVA does not warrant the accuracy, currency, or completeness of information supplied by a User or Service Provider.

The Platform displays information supplied by Service Providers and other third parties. KNOVA does not independently verify that information or guarantee that it is accurate, complete, current, or suitable for your needs. Confirm qualifications, credentials, pricing, availability, and other material details directly before selecting a provider or relying on a listing or recommendation. The allocation of responsibility and liability protections in Sections 2.2 and 11 apply to those interactions.

This Agreement governs registered use of KNOVA's local service-provider connection platform (the "Platform"). Inquirers need not create an account to search for or contact providers, but must create an account and accept this Agreement to create, save, or share provider lists. Service Providers must create an account, accept this Agreement, and obtain a subscription to maintain a subscriber listing. A separate written agreement signed by KNOVA and you controls only to the extent it expressly modifies the applicable terms. The checkout or order confirmation controls the subscription plan, price, billing interval, and term expressly stated there, but does not otherwise override the legal terms. The Website Purchase Terms (Service Provider Subscriptions) govern subscription billing, renewal, cancellation, and refunds; the User Software-as-a-Service Agreement governs registered account and Platform use and disputes with registered Users; and the Website Terms of Use govern public Website use. The Privacy Policy describes the processing of personal information. No document authorizes a use or disclosure of personal information contrary to that Policy or applicable law. The liability limits under these documents are a single aggregate limit, not separate or cumulative limits.

If you administer an account for a Service Provider, you must be authorized to manage that provider's profile and subscription. The provider is responsible for its authorized personnel's use and for promptly removing access when authority ends. Each person accessing an account must use credentials authorized for that person and follow any applicable access controls. No subscriber account confers access to an Inquirer's private account information or lists merely because the provider subscribes.

KNOVA'S ROLE IS LIMITED TO OPERATING A TECHNOLOGY PLATFORM THAT CONNECTS INQUIRERS WITH INDEPENDENT SERVICE PROVIDERS AND ENABLES REGISTERED USERS TO ORGANIZE AND SHARE PROVIDER INFORMATION. KNOVA DOES NOT PERFORM, SELL, SUPERVISE, WARRANT, OR GUARANTEE A PROVIDER'S WORK AND IS NOT A PARTY TO THE PROVIDER-INQUIRER RELATIONSHIP.

If KNOVA offers a free trial or evaluation of registered Platform features, this Agreement also applies. A trial converts to a paid subscription only as disclosed and affirmatively authorized under the Website Purchase Terms.

Changes to These Terms. KNOVA may modify these Terms from time to time. Nonmaterial changes may take effect upon posting with an updated date. KNOVA will provide reasonably conspicuous notice at least thirty (30) days before a material change takes effect, by email, a prominent Platform notice, or another reasonable electronic method. Changes apply prospectively, not to a dispute already notified to either party. KNOVA will obtain affirmative acceptance when required by law and for material changes to dispute-resolution provisions as provided in Section 13.10. Otherwise, continued registered use after the stated effective date and conspicuous notice constitutes acceptance only to the extent permitted by law. If you do not accept, discontinue the affected use; subscription cancellation and any refund rights remain governed by the Website Purchase Terms. Changes to billing are governed by those Purchase Terms, and changes to arbitration are governed exclusively by Section 13.10.

By accepting this Agreement, you also acknowledge and agree that:

• Information you submit may be used to operate your account, publish your provider profile, implement your list-sharing choices, and deliver an inquiry to the provider or providers identified to you for that request, as described in the Privacy Policy.
• You shall not enter any false or misleading information in your user account or provide false information.
• Use of any false or misleading information by you may result in KNOVA terminating your account.
• KNOVA may disclose your public provider profile and information you direct KNOVA to share, and may use vendors to operate the Platform, in accordance with this Agreement and the Privacy Policy. A subscription is not a purchase of access to Inquirers' private information.
• You are responsible for information you submit and for your dealings with others. KNOVA's responsibility is limited as provided in Sections 2.2 and 11.
• You are responsible for correcting inaccurate information relating to your account or provider profile.
• Providing contact information authorizes use of that information to respond to your requested inquiry or administer your account or subscription, as permitted by law. It does not, by itself, constitute consent to automated or prerecorded marketing calls or marketing texts. Any consent required for marketing will be obtained separately, will identify the applicable sender and communications, and is not a condition of purchasing a subscription or contacting a provider. You may unsubscribe from marketing emails or revoke call or text consent through the lawful methods described in the communication, including replying STOP where supported. Message and data rates may apply to texts. Providers are responsible for their own communications and legally required consents.
• Submit third-party contact details, photographs, or property information only when you have the necessary rights and permissions. Adding a provider to a list does not authorize marketing to the list creator, recipients, or other contacts, or permit disclosure of private contact or property information without a lawful basis.
• You may use the Platform's available features to save and share provider lists and may contact or hire providers outside the Platform. Those permitted activities do not violate the use restrictions in this Agreement.
• KNOVA may format submitted information for display and technical compatibility, but will not knowingly change its substantive meaning or create false credentials or claims. You remain responsible for reviewing and correcting your profile.
• Third-party websites, tools, or integrations made available through the Platform are subject to their own terms. Their providers, not KNOVA, are responsible for the services they independently provide, subject to the nonwaivable rights preserved in Section 11.3.
• KNOVA does not guarantee the delivery, timing, or accuracy of third-party communications, or that a provider will receive or respond to an inquiry. Confirm important communications directly with the intended recipient.
• KNOVA does not guarantee any provider's services or any Inquirer's request, payment, identity, or willingness to proceed. Subscription fees pay for Platform access and listing features, not completed work or guaranteed leads.
• KNOVA implements commercially reasonable administrative, technical, and physical safeguards designed to protect the security, integrity, and confidentiality of information processed through the Platform. However, no system is completely secure, and KNOVA does not guarantee that unauthorized access, disclosure, alteration, or destruction of information will never occur. You acknowledge that you provide and transmit information at your own risk, subject to the protections described in this Agreement and the Privacy Policy.
• Users and Service Providers must comply with the data-use restrictions in this Agreement and applicable law. The limitations in Section 11 apply to misuse of information by other persons without limiting KNOVA's nonwaivable obligations.

From time to time, beta, trial, evaluation, pre-release, or experimental features ("Beta Features") may be made available. Use is voluntary. Beta Features are provided "AS IS" and "AS AVAILABLE," may contain defects, and may cause performance issues or loss of data. KNOVA may modify or discontinue them. Section 11 governs the applicable limitations and exceptions; offering a Beta Feature does not reduce mandatory privacy, security, or consumer rights.

Platform Functionality and Availability. The Platform requires compatible devices, internet access, and certain software to function properly. KNOVA does not guarantee that the Platform will be compatible with all devices or operating systems, or that it will be available on an uninterrupted, secure, or error-free basis. The Platform may be updated from time to time, and such updates may occur automatically.

1. Definitions.

"Access Credentials" means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual's identity and authorization to access and use the Platform.

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.

"Inquirer" means an individual or entity seeking, contacting, engaging, or evaluating a Service Provider, whether or not the Inquirer has a registered account.

"Service Provider" means an independent business or individual offering local services, such as electrical, plumbing, or other home or property services, through a provider profile on the Platform. A Service Provider is independent of KNOVA.

"Subscriber" means a Service Provider that obtains a subscription to the Platform and accepts this Agreement and the Website Purchase Terms (Service Provider Subscriptions). A Subscriber is a User. "Subscription" means that paid or expressly offered trial access, with the features, fees, and term disclosed at checkout.

"Documentation" means any manuals, instructions, or other documents or materials that KNOVA provides or makes available to User in any form or medium and which describe the functionality, components, features, or requirements of the Platform or KNOVA Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.

"Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent User from accessing or using the Platform or KNOVA Systems as intended by this Agreement. Harmful Code does not include any KNOVA Disabling Device.

"Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

"Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

"Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.

"KNOVA Disabling Device" means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by KNOVA or its designee to disable User's access to or use of the Platform automatically with the passage of time or under the positive control of KNOVA or its designee.

"KNOVA Materials" means the Platform, Specifications, Documentation, and KNOVA Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by KNOVA or any Subcontractor in connection with the Platform or otherwise comprise or relate to the Platform or KNOVA Systems. For the avoidance of doubt, KNOVA Materials include Resultant Data and any information, data, or other content derived from KNOVA's monitoring of User's access to or use of the Platform, but do not include User Data.

"KNOVA Personnel" means all individuals involved in providing the Platform, including but not limited to, employees, agents, or independent contractors of KNOVA or any Subcontractor.

"KNOVA Systems" means the information technology infrastructure used by or on behalf of KNOVA in providing the Platform, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by KNOVA or through the use of third-party services.

"Permitted Use" means use of the Platform to find or contact Service Providers; create, save, or share provider lists through available registered features; or maintain a Subscriber profile and respond to inquiries, in accordance with this Agreement, the applicable subscription, and the Documentation.

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

"Personal Information" means information that identifies, relates to, describes, or is reasonably capable of being linked to an identified or identifiable individual, household, or device, as further described in the Privacy Policy and applicable Law.

"Platform" means the KNOVAlocal website, software-as-a-service functionality, directory, account tools, and related technology and support provided by KNOVA under this Agreement. It does not mean the services or work offered or performed by a Service Provider.

"Process" means to take any action or perform any operation or set of operations that the Platform is capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. "Processing" and "Processed" have correlative meanings.

"Representatives" means, with respect to a party, that party's and its Affiliates' employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.

"Resultant Data" means data and information related to User's use of the Platform that is used by KNOVA in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform.

"Specifications" means the material descriptions of the applicable Platform features or subscription made available by KNOVA to User.

"Term" means the period during which this Agreement remains effective under Section 12. A paid Subscription has the separate billing interval and subscription term stated at checkout.

"Third-Party Materials" means materials, information, software, documents, data, content, provider profiles, listings, recommendations, tools, integrations, and services provided by or on behalf of third parties or otherwise not proprietary to KNOVA.

"User" means a registered account holder that accepts this Agreement, including an Inquirer with an account or a Subscriber. A visitor is not a User under this Agreement solely by browsing the public Website or contacting a provider without an account. "Users" has the correlative meaning.

"User Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from User by or through the Platform or that incorporates or is derived from the Processing of such information, data, or content by or through the Platform. For the avoidance of doubt, User Data does not include Resultant Data or any other information reflecting the access or use of the Platform by or on behalf of any User.

"User Systems" means the User's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by User or using third-party services.

1. Eligibility. You must be at least eighteen (18) years old and legally able to enter into this Agreement. If acting for a business or other entity, you must have authority to bind it. KNOVA may suspend or terminate an account if it reasonably believes these requirements are not met. The Platform is not intended for minors.
2. Platform.
   1. Access and Use. Subject to compliance with this Agreement and payment of applicable subscription fees, KNOVA grants User a limited, non-exclusive, non-transferable, revocable right to use the Platform for User's personal or internal business purposes and the expressly permitted provider-list sharing and subscriber activities. Public browsing and provider contact do not require an account. Creating, saving, or sharing lists through the Platform requires an account and acceptance of this Agreement. Subscriber access is subject to the features and term disclosed at checkout and the Website Purchase Terms.
   2. Independent Service Providers; KNOVA as Connector. KNOVA provides only the technology for finding and contacting independent Service Providers and for registered Users to organize and share provider lists. KNOVA is not a contractor, home-improvement service, employer, agent, partner, joint venturer, fiduciary, insurer, or guarantor of any Service Provider or Inquirer. KNOVA does not select a provider for an Inquirer, perform or supervise work, inspect property, determine job scope or prices, obtain permits, or collect or hold payments for provider work. Neither a Service Provider nor an Inquirer may act for or bind KNOVA. Any agreement for work, including scope, price, scheduling, access, deposits, payment, taxes, permits, warranties, refunds, and dispute resolution, is solely between the Service Provider and the Inquirer. They may communicate, contract, and transact outside the Platform without a circumvention restriction or transaction fee payable to KNOVA.

Listings, search results, geographic proximity, subscription status, and inclusion on a saved or shared list do not constitute KNOVA's recommendation, certification, endorsement, or guarantee. The Platform is not a complete directory of all providers in an area. KNOVA does not undertake to verify provider identity, licensing, qualifications, insurance, bonding, background, references, safety, or ability to perform, or the accuracy of third-party statements. Any expressly described check is limited to the scope and time stated and is not a continuing guarantee. A paid listing reflects a subscription, not approval of the provider's work. Users' lists and recommendations reflect their own selections or opinions, not KNOVA's.

Inquirers are responsible for selecting and independently evaluating providers, confirming licenses and insurance appropriate to the proposed work, checking references, and agreeing to a written work contract and payment terms directly with the provider. Inquirers must have authority to request the work and grant any necessary property access, and must disclose known material site hazards. Service Providers are responsible for evaluating each request, observing applicable safety requirements, and deciding whether to accept work. Dealings with another person can involve fraud, nonpayment, defective or incomplete work, property damage, personal injury, or other loss. Exercise appropriate precautions. The Platform is not an emergency-response service; contact emergency services directly in an emergency.

Each Subscriber represents, warrants, and agrees that it: (a) is lawfully authorized to offer and perform its advertised services in each applicable location and will maintain and accurately disclose all required licenses, registrations, permits, bonds, and insurance; (b) will keep its identity, contact details, service areas, qualifications, availability, and other profile information accurate and current, including promptly correcting suspended or expired credentials; (c) is solely responsible for its work, warranties, employees, subcontractors, supervision, safety, taxes, compensation, and compliance with applicable law; (d) will enter into and perform its own customer agreements and provide all legally required disclosures; (e) will use inquiry information only to respond to the inquiry and administer the resulting relationship, unless it independently obtains another lawful basis and any required consent; and (f) will not falsely claim to be employed, vetted, insured, guaranteed, or endorsed by KNOVA. These obligations do not make KNOVA responsible for monitoring or enforcing a provider's performance for an Inquirer.

Lists and Sharing. A User chooses the providers on its lists and whether and with whom to share them using the available features. A list is not a KNOVA endorsement or an assurance of suitability. Do not publish private customer, property, or contact information without permission. Recipients may retain or further share information they receive; withdrawing a sharing link or deleting a list cannot retract copies outside KNOVA's control. The licenses and restrictions in Sections 3 and 8 permit the list-sharing functionality expressly offered by the Platform.

Subscriptions and Disputes. Subscribers pay the fees disclosed at checkout for the subscription term regardless of the number of inquiries, jobs, or revenue obtained. KNOVA does not promise leads, conversion rates, exclusivity, search ranking, provider availability, or customer payments. Provider-Inquirer disputes must be addressed directly between those parties. KNOVA may receive reports, relay concerns, or restrict a listing to administer the Platform, but does not thereby become a party to a work agreement, undertake to supervise work, or promise to resolve the dispute. Any statutory duty remains unaffected.

1. Documentation License. KNOVA hereby grants to User a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 14.9) license to use the Documentation solely for User's permitted personal or internal business purposes in connection with its use of the Platform.
2. Platform and System Control. Except as otherwise expressly provided in this Agreement, as between the parties: (a) KNOVA has and will retain sole control over the operation, provision, maintenance, and management of KNOVA Materials; and (b) User has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the User Systems, and sole responsibility for all access to and use of KNOVA Materials by any Person by or through the User Systems or any other means controlled by User, including any: (i) information, instructions, or materials provided by any of them via the Platform or by KNOVA; (ii) results obtained from any use of the Platform or KNOVA Materials; and (iii) conclusions, decisions, or actions based on such use.
3. Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Platform, KNOVA Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Platform, KNOVA Materials, and the Third-Party Materials are and will remain with KNOVA and the respective rights holders in the Third-Party Materials.
4. Changes. KNOVA reserves the right, in its sole discretion, to make any changes to the Platform and KNOVA Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of KNOVA's services to its Users; (ii) the competitive strength of or market for KNOVA's services; or (iii) the Platform's cost efficiency or performance; or (b) to comply with applicable Law. Material reductions to a prepaid subscription remain subject to the cancellation and refund provisions of the Website Purchase Terms.
5. Subcontractors. Unless otherwise specifically agreed to in signed writing, KNOVA may from time to time in its discretion engage third parties to fulfill its obligations herein (each, a "Subcontractor").
6. Suspension or Termination of Platform. KNOVA may, directly or indirectly, and by use of a KNOVA Disabling Device or any other lawful means, suspend, terminate, or otherwise deny User's, or any other Person's access to or use of all or any part of the Platform or KNOVA Materials, subject to Section 11.3, applicable Law, and the cancellation and refund provisions of the Website Purchase Terms, if: (a) KNOVA receives a judicial order, subpoena, or law enforcement request that expressly or by reasonable implication requires KNOVA to do so; or (b) KNOVA believes, in its good faith and sole discretion, that: (i) User has failed to comply with any material term of this Agreement, or accessed or used the Platform beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any material instruction or requirement of the Specifications; (ii) User has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; or (iii) this Agreement expires or is terminated. This Section 2.8 does not limit any of KNOVA's other rights or remedies, whether at law, in equity, or under this Agreement.
7. Use Restrictions, Platform Usage and Data Storage.
   1. Use Restrictions. User shall not, and shall not permit another Person to: (a) copy, modify, or create derivative works of the Platform software or proprietary KNOVA Materials except as expressly permitted; (b) sell, sublicense, redistribute, or commercially exploit access to the Platform or a compiled directory, except authorized subscriber listings and permitted provider-list sharing; (c) reverse engineer, decompile, or attempt to derive Platform source code except to the extent a restriction is prohibited by Law; (d) bypass security or access another person's account or nonpublic information without authority; (e) submit unlawful, infringing, fraudulent, misleading, harassing, or malicious content or Harmful Code; (f) disrupt, damage, overload, or impair the Platform or KNOVA Systems; (g) remove proprietary notices or applicable disclaimers; (h) infringe third-party rights, misuse Personal Information, harvest contacts for unauthorized marketing, or violate Law; (i) scrape or systematically extract Platform data to build or train a competing directory, software service, or artificial-intelligence system without KNOVA's written permission; (j) rely on the Platform as an emergency-response system or a system for supervising safety-critical work; or (k) exceed authorized access. Ordinary provider services, lawful direct Provider-Inquirer dealings, and use of the Platform's expressly offered list-sharing functions are not prohibited. Nothing restricts honest consumer reviews, lawful reports to authorities, or other nonwaivable rights.
8. User Obligations.
   1. User and User Systems and Cooperation. User shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with the Specifications all User Systems on or through which the Platform is accessed or used; and (b) provide all cooperation and assistance as KNOVA may reasonably request to enable KNOVA to exercise its rights and perform its obligations under and in connection with this Agreement.
   2. Effect of User Failure or Delay. KNOVA is not responsible or liable for any delay or failure of performance caused in whole or in part by User's delay in performing, or failure to perform, any of its obligations under this Agreement (each, a "User Failure").
   3. Corrective Action and Notice. If User becomes aware of any actual or threatened activity prohibited by Section 3.1, User shall, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Platform and KNOVA Materials and ceasing unauthorized use of data and lawfully deleting or securing it, while preserving evidence and complying with legal retention obligations); and (b) immediately notify KNOVA of any such actual or threatened activity.
9. Security.
   1. User Control and Responsibility. User has and will retain sole responsibility for: (a) all User Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of User in connection with the Platform; (c) User's information technology infrastructure, including computers, software, databases, electronic systems, and networks, whether operated directly by User or through the use of third-party services ("User Systems"); (d) the security and use of User's Access Credentials; and (e) all access to and use of the Platform and KNOVA Materials directly or indirectly by or through the User Systems or Access Credentials, to the extent attributable to User's conduct, authorized personnel, or failure to exercise reasonable account security, and not to KNOVA's breach of its obligations, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
   2. Access and Security. User shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Platform; and (b) control the content and use of User Data, including the uploading or other provision of User Data for Processing by the Platform.
10. Platform Privacy Policy. KNOVA's Privacy Policy, available at www.knovalocal.com/privacy and linked from the Platform, describes how KNOVA collects, uses, retains, and discloses Personal Information, including information from unregistered Inquirers. It is incorporated by reference with respect to those processing practices. Acceptance of this Agreement is not a substitute for any separate consent required by Law.
11. Confidentiality.
    1. Confidential Information. In connection with this Agreement each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). Subject to Section 7.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, Users, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential". Without limiting the foregoing: nonpublic KNOVA Materials are Confidential Information of KNOVA. Provider profiles, lists, or other content intentionally made public are not confidential to the extent publicly disclosed. Sharing information with a chosen recipient authorizes that disclosure, but does not make all account information public.
    2. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
    3. Protection of Confidential Information. The Receiving Party shall: (a) use Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement; (b) disclose it only to Representatives with a need to know and subject to confidentiality duties at least as protective as this Section, or as permitted by Section 7.4; (c) protect it with at least reasonable care; (d) promptly notify the Disclosing Party of unauthorized use or disclosure and use commercially reasonable efforts to prevent further misuse; and (e) be responsible for its Representatives' compliance. KNOVA may publish provider profile information and implement inquiry routing and list sharing as expressly directed by the User and described in the Privacy Policy. A Subscriber has no general right to other Users' confidential or private information. Trade-secret protection continues for as long as the information remains a trade secret other than through the Receiving Party's breach.
    4. Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 7.3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 7.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose and, on the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.
12. Intellectual Property Rights.
    1. KNOVA Materials. All right, title, and interest in and to KNOVA Materials, including all Intellectual Property Rights therein, are and will remain with KNOVA and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. User has no right, license, or authorization with respect to any of KNOVA Materials except as expressly set forth in Section 2.1 or the applicable third-party license, in each case subject to Section 3.1. All other rights in and to KNOVA Materials are expressly reserved by KNOVA. In furtherance of the foregoing, User hereby unconditionally and irrevocably assigns to KNOVA all right, title, and interest in and to Resultant Data, including all Intellectual Property Rights therein.
    2. User Data. As between User and KNOVA, User owns User Data that User independently provides to the Platform, subject to any rights of a Service Provider or other third party in such User Data and subject to the rights and permissions granted to KNOVA under this Agreement and the Privacy Policy.
    3. License to Use User Data. User grants KNOVA a non-exclusive, worldwide, royalty-free, transferable and sublicensable license to host, store, Process, format, display, and transmit User Data only as reasonably necessary to operate, maintain, secure, support, and improve the Platform and provide the features User requests, subject to the Privacy Policy and applicable Law. This includes public display of provider profiles, delivery of requested inquiries, and saving and sharing lists in accordance with the User's actions and available settings. This license does not transfer ownership of User Data or authorize selling access to private accounts or lists.

The license permits disclosure to vendors performing Platform functions for KNOVA under appropriate confidentiality and data-use restrictions, and to recipients identified for an inquiry or selected through a sharing action. KNOVA may generate Resultant Data in aggregated or de-identified form, subject to applicable legal safeguards, and retain records reasonably necessary for security, legal compliance, billing, disputes, and routine backups. KNOVA will not use private list or inquiry content in public demonstrations without permission. The license lasts only as long as reasonably necessary for these purposes, subject to applicable deletion rights.

KNOVA will use and disclose User Data in accordance with this Agreement, the Privacy Policy, and applicable law.

8.4 Feedback. User may voluntarily provide suggestions about Platform features or improvements ("Feedback"). User grants KNOVA a perpetual, worldwide, royalty-free, non-exclusive, transferable and sublicensable license to use that Feedback to improve and develop its services without compensation. Feedback does not include a consumer review, provider list, private inquiry, or other User Data merely because submitted through the Platform. This provision does not assign ownership of reviews or limit protected consumer speech.

1. Representations and Warranties.
   1. Mutual Representations and Warranties. KNOVA represents that it has the full right, power, and authority to provide the Platform subject to these Terms. User represents and warrants that: (a) User has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations User grants under this Agreement; (b) User's acceptance of this Agreement constitutes User's legal, valid, and binding obligation, enforceable against User in accordance with its terms; and (c) if User is an individual, User is at least the age of majority in User's jurisdiction, and if User accesses or uses the Platform on behalf of an entity, User has authority to bind that entity.
   2. Additional User Representations, Warranties, and Covenants. User represents, warrants, and covenants to KNOVA that User owns or otherwise has and will have the necessary rights and consents in and relating to the User Data so that, as received by KNOVA and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law.

User must review information it submits for accuracy, completeness, and legal compliance, and maintain an appropriate basis for any representation concerning identity, licensing, insurance, qualifications, or authority. User may access and disclose only information it is authorized to use. KNOVA's use and disclosure of that information remain limited by this Agreement and the Privacy Policy. Reliance on third-party information is subject to Sections 2.2 and 11.

DISCLAIMER OF WARRANTIES. EXCEPT FOR KNOVA'S EXPRESS UNDERTAKINGS IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY LAW, THE PLATFORM AND KNOVA MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." KNOVA DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. KNOVA DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, COMPATIBILITY, SECURITY, ACCURACY, OR ANY PARTICULAR RESULT, LEAD, JOB, OR REVENUE. THIRD-PARTY MATERIALS AND PROVIDER SERVICES ARE PROVIDED BY THEIR RESPECTIVE THIRD PARTIES, NOT KNOVA. ANY WARRANTY FOR A PROVIDER'S WORK IS SOLELY THAT PROVIDER'S, AND THESE TERMS DO NOT LIMIT THE INQUIRER'S RIGHTS AGAINST THAT PROVIDER. SECTION 11.3 PRESERVES NONWAIVABLE RIGHTS.

1. Indemnification.
   1. User Indemnification. User shall indemnify, defend, and hold harmless KNOVA, its Affiliates, its vendors engaged to operate the Platform, and their officers, directors, employees, agents, successors, and assigns (each, a "KNOVA Indemnitee") from third-party claims and resulting Losses to the extent arising from User's breach of this Agreement, unlawful or infringing content, violation of Law, or negligent or wrongful conduct. For a Subscriber, this includes claims arising from its advertised or performed work, omissions, customer agreements, warranties, refunds, permits, licensing, insurance, taxes, personnel, subcontractors, or misuse of inquiry information. This obligation does not cover Losses to the extent caused by a KNOVA Indemnitee's own negligence, fraud, gross negligence, willful misconduct, or violation of Law, and does not require indemnity merely because User asserts its own good-faith claim against KNOVA. KNOVA will give prompt notice of an indemnified claim; delay excuses performance only to the extent materially prejudicial. User will provide a defense with reasonably acceptable counsel. KNOVA may participate at its own expense, or reasonably assume the defense at User's expense if User fails to defend or a material conflict requires separate counsel. No settlement may admit fault by, impose nonmonetary duties on, or omit a full release of a KNOVA Indemnitee without its written consent, not unreasonably withheld.
   2. Mitigation. If KNOVA determines that the Platform or KNOVA Materials are, or are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if User's use of the Platform or KNOVA Materials is enjoined or threatened to be enjoined, KNOVA may, in its sole discretion: (a) obtain the right for User to continue using the affected item; (b) modify or replace the affected item so it is non-infringing; or (c) suspend or terminate access to the affected item or the Platform, subject to any applicable prepaid-fee refund rights in the Website Purchase Terms.
   3. Intellectual Property Remedies. Subject to applicable Law and the rights preserved in Section 11.3, Section 10.2 states KNOVA's contractual response to claims that the Platform or KNOVA Materials infringe third-party Intellectual Property Rights. It does not require KNOVA to indemnify User or limit a refund expressly due under the Website Purchase Terms.
2. Limitations of Liability.
   1. EXCLUSION OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, KNOVA AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND VENDORS ENGAGED TO OPERATE THE PLATFORM (COLLECTIVELY, THE "KNOVA PARTIES") WILL NOT BE LIABLE UNDER THIS AGREEMENT OR IN CONNECTION WITH THE PLATFORM FOR LOST PROFITS, REVENUES, GOODWILL, BUSINESS OPPORTUNITY, OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, REGARDLESS OF THE LEGAL THEORY, INCLUDING NEGLIGENCE, EVEN IF ADVISED OF THE POSSIBILITY. "KNOVA PARTIES" DOES NOT INCLUDE A LISTED SERVICE PROVIDER SOLELY BECAUSE IT SUBSCRIBES. THE EXCEPTIONS IN SECTION 11.3 APPLY.
   2. CAP ON MONETARY LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COLLECTIVE AGGREGATE LIABILITY OF KNOVA AND THE KNOVA PARTIES ARISING OUT OF OR RELATING TO THE PLATFORM WEBSITE, SUBSCRIPTIONS, OR THE APPLICABLE KNOVA TERMS, UNDER ANY LEGAL THEORY, SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) THE AMOUNTS YOU PAID DIRECTLY TO KNOVA FOR THE PLATFORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. AMOUNTS PAID TO SERVICE PROVIDERS DO NOT COUNT TOWARD THIS LIMIT. THIS IS ONE AGGREGATE LIMIT ACROSS THE APPLICABLE KNOVA TERMS, NOT A SEPARATE LIMIT FOR EACH DOCUMENT OR CLAIM. THIS LIMIT DOES NOT REDUCE KNOVA'S EXPRESS OBLIGATION TO REFUND SUBSCRIPTION FEES WHEN REQUIRED UNDER THE WEBSITE PURCHASE TERMS.
   3. THIRD-PARTY CLAIMS; RELEASE; NONWAIVABLE RIGHTS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE KNOVA AND THE KNOVA PARTIES FROM CLAIMS ARISING OUT OF A SERVICE PROVIDER'S OR INQUIRER'S ACTS OR OMISSIONS, INCLUDING THEIR WORK, CONTRACTS, PAYMENTS, NONPERFORMANCE, FRAUD, PROPERTY DAMAGE, OR PERSONAL INJURY, INCLUDING CLAIMS ALLEGING KNOVA'S ORDINARY NEGLIGENCE IN DISPLAYING THIRD-PARTY INFORMATION OR FACILITATING AN INTRODUCTION. THIS RELEASE DOES NOT RELEASE THE SERVICE PROVIDER OR INQUIRER FROM ITS OWN OBLIGATIONS. NO RELEASE, DISCLAIMER, INDEMNITY, OR LIABILITY LIMIT IN THESE TERMS EXCLUDES OR LIMITS KNOVA'S LIABILITY FOR ITS OWN FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR ANY LIABILITY OR REMEDY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED. NOTHING HERE SHORTENS AN APPLICABLE STATUTE OF LIMITATIONS.
3. Termination.
   1. Termination. These Terms take effect upon acceptance and remain effective until terminated by either party. You may stop using the Platform and close your account; cancellation of a paid subscription is governed by the Website Purchase Terms and must not be confused with merely ceasing use. KNOVA may suspend or terminate access for a material violation, fraud, unlawful activity, security risk, legal requirement, or discontinuance of the Platform, and may otherwise terminate on reasonable notice. Immediate action may be taken when reasonably necessary to protect persons, systems, or legal compliance. Any subscription termination, unused prepaid fees, or material reduction of paid features is subject to the Website Purchase Terms and applicable Law. Lawful negative reviews or good-faith complaints alone are not grounds for a penalty. Provisions stated to survive remain effective.
   2. Effect of Termination or Expiration. Upon termination of registered access, User must stop using account-only features and, on request, return or destroy nonpublic KNOVA Materials and Confidential Information in its control, except records lawfully retained for compliance or disputes. Public Website use, if not separately restricted, remains subject to the Website Terms of Use. KNOVA may disable the account and delete User Data in accordance with the Privacy Policy, applicable deletion rights, lawful retention obligations, and reasonable backup practices. User should retain its own copies of needed information before closure. Copies previously shared with others may remain outside KNOVA's control. Retained Personal Information remains subject to the Privacy Policy and applicable Law. Accrued payment obligations and applicable refund rights survive.
   3. Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 2.2, Section 3.1, Section 6, Section 7, Section 8, Section 9, Section 10, Section 11, Section 12.2, Section 13, and Section 14.
4. MANDATORY ARBITRATION AND CLASS ACTION WAIVER. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
   1. Agreement to Arbitrate. You and KNOVA agree to resolve by individual binding arbitration disputes between you and KNOVA arising out of or relating to these Terms, the Platform, subscriptions, or your relationship with KNOVA, whether in contract, tort, statute, fraud, or otherwise, except as provided in this Section 13. This agreement involves interstate commerce; the Federal Arbitration Act governs this Section. It binds you only upon your assent to these Terms. It does not create an arbitration agreement between an Inquirer and a Service Provider. Statutory exclusions from arbitration remain applicable.
   2. Initial Dispute Resolution. Before initiating arbitration, the complaining party will send the other party a written description of the dispute, requested relief, and sufficient identifying and contact information. Notices to KNOVA must be sent to support@knovalocal.com; KNOVA will use the contact information you provided. The parties will attempt in good faith to resolve the dispute for thirty (30) days after receipt. Either party may file sooner to preserve a claim against expiration of a limitations period or seek relief permitted under Section 13.8. To the extent permitted by law, limitations periods are tolled during this thirty-day process. No in-person conference is required.
   3. Binding Arbitration. Unresolved arbitrable claims will be administered by the American Arbitration Association ("AAA") before one neutral arbitrator. The AAA Consumer Arbitration Rules and applicable consumer fee schedule apply to personal, family, or household use; otherwise, the AAA Commercial Arbitration Rules apply, subject to AAA's determination of the applicable rules and applicable law. Rules, fee schedules, and filing instructions are available at www.adr.org, and KNOVA will provide copies on request. KNOVA will comply with applicable AAA consumer-clause review and registration requirements. If AAA declines or is unable to administer a dispute, the parties may agree on another administrator; absent agreement, either party may proceed in a court of competent jurisdiction.
   4. Arbitrator's Powers. A court of competent jurisdiction, not the arbitrator, will decide disputes concerning formation, assent, existence, validity, enforceability, or scope of this arbitration agreement, the class action waiver, and matters that applicable law reserves for a court. The arbitrator decides the merits of arbitrable claims and may award the individual relief available under applicable law, including statutory remedies and attorneys' fees where authorized. The arbitrator will issue a reasoned written award, which may be entered as a judgment in a court of competent jurisdiction.
   5. Filing a Demand. A party commencing arbitration must submit a demand to AAA in accordance with its applicable rules, identifying the parties, describing the dispute and relief requested, and providing the applicable agreement and filing fee, subject to available fee waivers. Send a copy of a demand against KNOVA to support@knovalocal.com. KNOVA will send a copy of its demand to the contact information you provided. An account or username is not required to make a claim.
   6. Fees and Location. Consumer filing fees will not exceed the amount permitted by the applicable AAA consumer fee schedule; KNOVA will timely pay the business fees and arbitrator compensation required of it by those rules and applicable law. Fees in business disputes are governed by the applicable AAA rules. A consumer will not be required to pay KNOVA's attorneys' fees except as applicable law permits. For a consumer, any in-person hearing will be in the county of the consumer's residence or another reasonably convenient location under AAA rules, unless the parties agree to remote proceedings or another location. Business hearings will be in Broward County, Florida, unless the parties agree otherwise or mandatory law requires otherwise. Neither party must travel for a hearing that AAA permits to occur by documents, telephone, or video.
   7. Class Action Waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, NOT AS A CLASS OR COLLECTIVE REPRESENTATIVE OR MEMBER. NO CLASS ARBITRATION MAY PROCEED WITHOUT BOTH PARTIES' EXPRESS WRITTEN CONSENT AFTER THE DISPUTE ARISES. This provision does not waive nonwaivable rights to public injunctive relief or other statutory relief. If applicable law requires a particular claim or request for relief to proceed in court, that claim or relief will be severed and may proceed in court, with the remainder arbitrated to the extent enforceable. An unenforceable class waiver will not authorize class arbitration; the affected claim must instead proceed in court. Nothing bars a report to, or relief through, a government agency.
   8. Exceptions. Either party may bring an individual claim within the jurisdiction of small claims court in the county where you reside or in Broward County, Florida. Either party may bring claims concerning theft, piracy, infringement, or unauthorized use of its intellectual property in a court of competent jurisdiction. Either party may seek temporary or provisional judicial relief to preserve the status quo pending arbitration without waiving arbitration. Claims that applicable law prohibits from being subject to a predispute arbitration agreement are excluded.
   9. 30-Day Right to Opt Out. You may opt out of the arbitration and class action waiver provisions by emailing support@knovalocal.com with the subject "ARBITRATION OPT-OUT" within thirty (30) days after first accepting an arbitration agreement with KNOVA or after receiving notice of a material change under Section 13.10. Include your name, contact information, account email if any, and a clear statement that you opt out; no account is required. A timely opt-out applies to arbitration and class waivers in the Website Terms of Use, User Software-as-a-Service Agreement, and Website Purchase Terms, and remains effective despite later acceptance of another of those documents, unless you expressly agree otherwise in a separate writing. Opting out will not affect access or service, and neither party will be bound to arbitrate with the other.
   10. Changes to This Section. KNOVA will provide at least thirty (30) days' conspicuous advance notice of a material change to this Section, describe the change and proposed effective date, and explain the opt-out right. A material change applies to an existing user only after affirmative acceptance and only prospectively; it will not apply to a dispute of which either party already gave notice. A website posting alone will not amend an existing arbitration agreement. If you do not accept a material change, the previously accepted version continues to govern, subject to any effective opt-out. Nonmaterial changes take effect thirty (30) days after notice. These requirements control over any other amendment provision.
   11. Survival. This Section 13, including any effective opt-out and the previously accepted version where applicable, survives termination of these Terms, your account, or your use of the Platform.
5. Miscellaneous.
   1. Compliance Information. KNOVA may review Platform usage records and, on reasonable request, require a Subscriber to provide information reasonably necessary to substantiate its profile, authority, or legal qualifications to advertise its services. This right does not authorize access to an Inquirer's home, unrelated business records, devices, or systems, or create an undertaking to inspect or certify a provider or its work.
   2. Further Assurances. On a party's reasonable request, the other party shall, at the requesting party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.
   3. Relationship of the Parties. KNOVA and Users are independent parties. A Subscriber operates its own business and is not KNOVA's contractor for performing customer work. Nothing creates an agency, partnership, joint venture, employment, fiduciary, or other representative relationship. Neither a User nor a Service Provider may contract for or bind KNOVA. The allocation in Section 2.2 applies to all Provider-Inquirer dealings.
   4. Public Announcements. Neither party may use the other's name or marks to imply endorsement, sponsorship, employment, or a partnership without written permission. This does not restrict KNOVA's display of a Subscriber's public profile or User-directed list sharing under Section 8, or accurate references and lawful reviews. KNOVA will not identify a private Inquirer as a promotional customer or use a private list in marketing without permission.
   5. Notices. Send legal notices to KNOVA at support@knovalocal.com. KNOVA may send notices to the current account email or through a reasonably conspicuous Platform notice where appropriate. Email notices are effective upon receipt; an automated delivery-failure notice prevents reliance on presumed receipt. Notices required to be given individually will be sent individually. Subscription, amendment, arbitration, and legally prescribed notice requirements control where more specific. Keep your contact information current. This Section does not waive any legally required method of service of process.
   6. Interpretation. For purposes of this Agreement: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
   7. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
   8. Entire Agreement. This Agreement, the Website Purchase Terms for an applicable subscription, the Website Terms of Use, the Privacy Policy, and the accepted checkout or order confirmation constitute the entire agreement on their respective subjects and supersede prior understandings on those subjects. A separate written agreement signed by KNOVA and you controls only to the extent it expressly modifies the applicable terms. The checkout or order confirmation controls the subscription plan, price, billing interval, and term expressly stated there, but does not otherwise override the legal terms. The Website Purchase Terms (Service Provider Subscriptions) govern subscription billing, renewal, cancellation, and refunds; the User Software-as-a-Service Agreement governs registered account and Platform use and disputes with registered Users; and the Website Terms of Use govern public Website use. The Privacy Policy describes the processing of personal information. No document authorizes a use or disclosure of personal information contrary to that Policy or applicable law. The liability limits under these documents are a single aggregate limit, not separate or cumulative limits.
   9. Assignment. User may not assign or transfer this Agreement or any rights or obligations under it without KNOVA's prior written consent. Any attempted assignment in violation of this Section is void. KNOVA may assign or transfer this Agreement, in whole or in part, in connection with a merger, acquisition, financing, corporate reorganization, sale of assets, by operation of law, or otherwise. This Agreement binds and benefits the parties and their respective successors and permitted assigns.
   10. Force Majeure.
       1. No Breach or Default. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, (except for any obligations to make payments), when and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control (a "Force Majeure Event"), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of 60 days or more.
       2. Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
   11. No Third-Party Beneficiaries. This Agreement benefits KNOVA and User and their permitted successors and assigns, except that KNOVA Indemnitees and KNOVA Parties may enforce the protections expressly granted to them. A Service Provider or Inquirer does not acquire enforcement rights against another User under this Agreement, and neither is released from its own obligations to the other.
   12. Amendment and Modification; Waiver. Except for modifications to these Terms made by KNOVA in accordance with the “Changes to These Terms” provision above or Section 13.10, no amendment to or modification of, or rescission, termination, or discharge of, this Agreement is effective unless it is in writing, identifies the amendment, modification, rescission, termination, or discharge, and is signed by an authorized representative of each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
   13. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
   14. Governing Law; Submission to Jurisdiction. Florida law governs this Agreement, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs Section 13 and mandatory consumer protections of the User's residence remain applicable where they cannot lawfully be waived. Subject to Section 13, including its small claims exception, nonarbitrable proceedings must be brought in the state courts in Broward County, Florida, or the United States District Court for the Southern District of Florida, and the parties consent to personal jurisdiction there, unless mandatory Law requires or permits a different forum that cannot be waived.
   15. Jury Trial. BY ACCEPTING SECTION 13, THE PARTIES WAIVE A COURT AND JURY TRIAL FOR CLAIMS VALIDLY SUBJECT TO ARBITRATION. This provision does not independently waive a jury trial for claims not subject to arbitration or where a timely arbitration opt-out applies.
   16. Equitable Relief. A party may seek appropriate equitable relief for threatened or actual misuse of its Intellectual Property Rights or Confidential Information, subject to Section 13 and applicable legal standards, defenses, and bond requirements. No provision automatically establishes irreparable harm or an entitlement to an injunction.
   17. Attorneys' Fees. In a dispute between KNOVA and a User acting for business purposes, the prevailing party may recover reasonable attorneys' fees and costs to the extent permitted by applicable Law and the applicable forum's rules. In a consumer dispute, fees and costs may be awarded only as authorized by applicable Law, not merely because these Terms provide for a prevailing-party award. Section 13.6 controls arbitration fees.