Terms & Conditions

Updated 17/06/2021

1. AGREEMENT TO TERMS

1.1 These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“You”), and KNACK LTD, doing business as Knack, located at Level 15, Wework Hub71, Al Khatem Tower, Adgm Square, Al Maryah Island, Abu Dhabi, United Arab Emirates (we, us, our), concerning your access to and use of the Knack (https://www.knacklab.co) website as well as any related applications (the Site) whether as a guest or a registered user.

BY REGISTERING TO USE OR ACCESS THE SERVICES AND/OR SITE, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE TO THESE TERMS AND CONDITIONS.

1.2 The Site provides the following services: SaaS platform that (1) uses technology to connect businesses with executive coaches to provide coaching services and (2) offers other online learning tools as well as (3) behavioral and skills assessments (Services). You agree that by accessing the Site and/or Services, you have read, understood, and agree to be bound by all of these Terms and Conditions.

1.3 When these Terms & Conditions use the term (Client), we refer to users who enter into the Master Service Agreement with us and who are using the Services who will be provided with administrative user credentials for handling administrative matters relating to the Services including payment of the fees and renewing, extending, or changing Services. Clients will also be able to partially monitor and view data related to their users (Client User) including profile information, and usage data. Client Users are users who have full access to the Services excluding administrative matters and including coaching services, learning tools, analytics tools and assessment tools. Finally, when we use the term (Coach), we refer to an external body of coaches and trainers who are contracted by us to provide coaching and training services. Coaches will also have access to the Services including partially monitoring and viewing data related to Client Users & Clients, as well as engaging tools with Client Users.

1.4 Users are solely responsible for their access to and use of the Services, including the hardware, software, telecommunication and networking services to connect to the Internet and Site. Users are responsible for keeping their credentials secure and all activities occurring with their log-in credentials.

1.5 We may make changes to these Terms and Conditions at any time. The updated version of these Terms and Conditions will be indicated by an updated “Revised” date and the updated version will be effective as soon as it is accessible. You are responsible for reviewing these Terms and Conditions to stay informed of updates. Your continued use of the Site represents that you have accepted such changes.

1.6 We may update or change the Site from time to time to reflect changes to our products, our users’ needs and/or our business priorities.

1.7 The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

1.8 The Site is intended for users who are at least 18 years old. If you are under the age of 18, you are not permitted to register for the Site or use the Services without parental permission. ‍

2. ACCEPTABLE USE

2.1 You may not access or use the Site for any purpose other than that for which we make the site and our services available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us through a written consent.

2.2 As a user of this Site, you agree not to:

● Systematically retrieve data or other content from the Site to compile a database or directory without written permission from us

● Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users to send unsolicited email or creating user accounts under false pretenses

● Use a buying agent or purchasing agent to make purchases on the Site

● Use the Site to advertise or sell goods and services

● Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any content or enforce limitations on the use

● Engage in unauthorized framing of, or linking to the Site

● Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords

● Make improper use of our support services, or submit false reports of abuse or misconduct

● Interfere with, disrupt, or create an undue burden on the Site or the networks and services connected to the Site

● Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools

● Attempt to impersonate another user or person, or use the username of another user

● Sell or otherwise transfer your profile

● Use any information obtained from the Site in order to harass, abuse, or harm another person

● Use the Site or our content as part of any effort to compete with us or to create a revenue-generating endeavor or commercial enterprise

● Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site

● Attempt to access any portions of the Site that you are restricted from accessing

● Harass, annoy, intimidate, or threaten any of our employees, agents, or other users

● Delete the copyright or other proprietary rights notice from any of the content

● Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code

● Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interferes with any party’s uninterrupted use and enjoyment of the Site, or any material that acts as a passive or active information collection or transmission mechanism

● Use, launch, or engage in any automated use of the system, such as using scripts to send comments or messages, robots, scrapers, offline readers, or similar data gathering and extraction tools

● Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site

● Use the Site in a manner inconsistent with any applicable laws or regulations

● Threaten users with negative feedback or offering services solely to give positive feedback to users

● Misrepresent experience, skills, or information about a User

● Advertise products or services not intended by us

● Falsely imply a relationship with us or another company with whom you do not have a relationship ‍

3. INFORMATION YOU PROVIDE

You represent and warrant that: (a) all registration information you submit will be true, accurate, current, and complete and relate to you and not a third party; (b) you will maintain the accuracy of such information and promptly update such information as necessary; (c) you will keep your password confidential and will be responsible for all use of your password and account; (d) you have the legal capacity and you agree to comply with these Terms and Conditions; and (e) you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use the Site.

If you know or suspect that anyone other than you knows your user information (such as an identification code or user name) and/or password you must promptly notify us at [email protected]

4. TERMS OF PAYMENT

4.1 The payment due for Services will be set forth in the applicable Master Services Agreement between us and the Client. Payment amounts under this agreement do not include taxes and are non-refundable.

4.2 Clients will pay for the Services through Bank Transfer to our bank account, unless otherwise agreed in the Master Services Agreement.

4.3 Payment amounts are due in advance of the beginning of each applicable payment cycle (Subscription Period) at the amount and duration set forth in the Master Services Agreement. If the applicable fees are not paid prior to the beginning of the Subscription Period, your access to the Services will be terminated until you pay the applicable fees. ‍

5. OUR CONTENT

5.1 Unless stated otherwise, we reserve all rights and/or licenses to the information, content, functionality, source code, website designs, audio, video, text, photographs, and graphics on the Site (Our Content) are either owned by us or licensed to us.

5.2 Except as expressly provided in these Terms and Conditions, no part of the Site, Services or Our Content may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

5.3 Provided that you are eligible to use the Site and Services, you are granted a limited licence to access and use the Site, Services and Our Content and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use.

5.4 You shall not (a) try to gain unauthorized access to the Site or any networks, servers or computer systems connected to the Site; and/or (b) make for any purpose including error correction, any modifications, adaptations, additions or enhancements to the Site or Our Content, including the modification of the paper or digital copies you may have downloaded.

5.5 The content on the Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Site.

5.6 Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that Our Content on the Site is accurate, complete or up to date. ‍

6. THIRD-PARTY CONTENT

6.1 The Site may contain links to websites or applications operated by third parties (Third Party Content). We do not have any influence or control over any such third party websites or applications or the third party operator.

6.2 We accept no responsibility for adverts contained within the Site. If you agree to purchase goods and/or services from any third party who advertises in the Site, you do so at your own risk. The advertiser, and not us, is responsible for such goods and/or services and if you have any questions or complaints in relation to them, you should contact the advertiser. ‍

7. COACH CONTENT

7.1 There may be opportunities for Coaches to share learning material, documents and methodologies with Client User, send feedback or share similar documents and material through the Site (Coach Content). Coach understands and agrees that their Content will be viewed on the Site by Client User.

7.2 By sharing Content on our Site, Coach gives us, our affiliates or any third-party services a nonexclusive license to storing, displaying, and sharing it with Client User. We will never sell Coach Content to third parties without the Coach’s explicit permission.

7.3 We are not responsible and accept no liability for any Content including any such that contains incorrect information or is defamatory or loss of Content. Coach is responsible for the Content they share. This means Coach assumes all risks related to it, including Client User’s reliance on its accuracy, or claims relating to intellectual property or other legal rights.

7.4 We reserve the right to remove any Content without notice and at any time. The views expressed by Client Users do not represent our views or values.

7.5 Coach reserves the full ownership rights of their provided Content. ‍

8. SITE MANAGEMENT

8.1 We reserve the right at our sole discretion, to (1) monitor the Site for breaches of these Terms and Conditions; (2) take appropriate legal action against anyone in breach of applicable laws or these Terms and Conditions; (3) refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any of your Contributions; (4) remove from the Site or otherwise disable all files and content that are excessive in size or are in any way a burden to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and Services.

8.2 We do not guarantee that the Site will be secure or free from bugs or viruses.

8.3 You are responsible for configuring your information technology, computer programs and platform to access the Site and you should use your own virus protection software. ‍

9. MODIFICATIONS TO AND AVAILABILITY OF THE SITE

9.1 We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. We also reserve the right to modify or discontinue all or part of the Services without notice at any time.

9.2 We cannot guarantee the Site and Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or Services during any downtime or discontinuance of the Site or Services. We are not obliged to maintain and support the Site or Services or to supply any corrections, updates, or releases.

9.3 There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Services, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information at any time, without prior notice. ‍

10. DISCLAIMER

10.1 The Site and Services are provided on an as-is and as-available basis. You agree that your use of the Site and/or Services will be at your sole risk except as expressly set out in these Terms and Conditions. All warranties, terms, conditions and undertakings, express or implied (including by statute, custom or usage, a course of dealing, or common law) in connection with the Site and Services and your use thereof including, without limitation, the implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement are excluded to the fullest extent permitted by applicable law.

10.2 We make no warranties or representations about the accuracy or completeness of the Site’s content and are not liable for any (1) errors or omissions in content: (2) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored on our server; (3) any interruption or cessation of transmission to or from the site or services; and/or (4) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the site by any third party. We will not be responsible for any delay or failure to comply with our obligations under these Terms and Conditions if such delay or failure is caused by an event beyond our reasonable control.

10.3 The Services are intended to provide direct value for all users Client User through coaching services, learning tools and behavioral assessments, but value and accuracy of these Services is not guaranteed in any way. Notwithstanding anything to the contrary, Services are not a mental health, therapy, or any other type of regulated service or a service requiring a professional or other license. Services do not create any legal relationship or duty between us and Client Users, and are solely provided to and for the Client and Client User’s benefit. Client and Client Users are solely responsible for determining if, whether and how our Services are necessary or appropriate for their situation and whether to follow any suggestions or advice from us or Coaches.

10.4 To facilitate open and candid dialogue with Client Users and their Coach, we shall not share the nature of any specific coaching or training sessions with Client. However, we may share certain aggregated and anonymized information with Client.

10.5 Our responsibility for loss or damage suffered by you:

Whether you are a Client or Client User or Coach:

● We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

● If we fail to comply with these Terms and Conditions, we will be responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms and Conditions, but we would not be responsible for any loss or damage that were not foreseeable at the time you started using the Site and/or Services. Notwithstanding anything to the contrary contained in the Disclaimer section, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to a total aggregate amount equal to the greater of (a) the sum of $300 or (b) the amount paid, if any, by you to us for the Services during the six (6) month period prior to any cause of action arising. ‍ If you are a Client User or Coach: We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

● use of, or inability to use, our Site/Services; or

● use of or reliance on any content displayed on our Site. In particular, we will not be liable for: ● loss of profits, sales, business, or revenue;

● business interruption;

● loss of anticipated savings;

● loss of business opportunity, goodwill or reputation; or

● any indirect or consequential loss or damage. ‍

11. TERMS AND TERMINATION

11.1 These Terms and Conditions shall remain in full force and effect while you use the Site or Services or are otherwise a user of the Site, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us at [email protected]

11.2 Without limiting any other provision of these Terms and Conditions, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Site and the Services (including blocking certain IP addresses), to any person for any reason including without limitation for breach of any representation, warranty or covenant contained in these Terms and Conditions or of any applicable law or regulation. If we determine, in our sole discretion, that your use of the Site/Services is in breach of these Terms and Conditions or of any applicable law or regulation, we may terminate your use or participation in the Site and the Services or delete your profile and any content or information that you posted at any time, without warning, in our sole discretion.

11.3 If we terminate or suspend your account for any reason set out in these Terms and Conditions, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. ‍

12. RESTRICTION ON USE OF SERVICE

(a) reverse engineer, decompile or otherwise try to discover the source code of the software/application unless you have first written to us requesting interoperability information and we have failed to provide you with that information or if we have failed to offer to provide you with interoperability information on reasonable conditions;

(b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the application;

(c) breach any applicable laws, rules or regulations in connection with your access or use of the application;

(d) remove, alter or obscure any proprietary notice posted by us or the licensors of the application;

(e) use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;

(f) make the application available over a network or other environment permitting access or use by multiple devices or users at the same time;

(g) use the application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for the application;

(h) use the application to send automated queries to any website or to send any unsolicited commercial e-mail; or

(i) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the application. ‍

13. GENERAL

13.1 Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic signatures, contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed by us or via the Site. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

13.2 These Terms and Conditions and any policies or operating rules posted by us on the Site or in respect to the Services constitute the entire agreement and understanding between you and us.

13.3 Our failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision.

13.4 We may assign any or all of our rights and obligations to others at any time.

13.5 We shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond our reasonable control.

13.6 If any provision or part of a provision of these Terms and Conditions is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions.

13.7 There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Site or Services.

13.8 These Terms and Conditions are governed by the laws of the United Arab Emirates, without giving effect to principles of conflicts of law.

13.9 In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us by email at [email protected]