Terms

1. Provider

The Service is provided by KNOWDYN LTD, a private limited
company registered in England and Wales.

Company number: 13812785
Registered office: 20-22 Wenlock Road, London, England,
N1 7GU
Service website:
https://xpeerd.online/
Corporate website:

https://knowdyn.com/

References in these Terms to “KNOWDYN”, “we”, “us” or “our” mean KNOWDYN LTD.

2. Contract Formation and Priority

The agreement between KNOWDYN and the Customer consists of:

1. any Order Form or separately signed commercial agreement;
2. any applicable Data Processing Agreement;
3. these Terms;
4. the applicable plan description or pricing schedule;
5. the Privacy Policy;
6. the API documentation; and
7. any additional policies expressly incorporated by reference.

If there is a conflict, the documents apply in the order listed above, except
that a Data Processing Agreement takes priority for matters concerning the
processing of personal data.

Terms printed on a Customer purchase order, procurement form or similar
document do not modify this agreement unless KNOWDYN expressly accepts them
in a document signed by an authorised representative.

3. Definitions

Account

The Customer account through which subscriptions, API keys, usage,
administration and billing are managed.

API

The application programming interface made available through the xPeerd API
Server.

API Key

A confidential credential used to authenticate requests to the API.

Authorised User

An employee, officer, contractor, agent or other person whom the Customer
authorises to use the Service on its behalf.

Customer

The legal entity accepting these Terms or identified in the applicable Order
Form.

Customer Content

Manuscripts, scholarly documents, files, URLs, metadata, prompts,
instructions, parameters and other information submitted or made available
by or for the Customer.

Documentation

The technical and operational documentation made available for the Service.

Fees

Subscription fees, usage charges, overage charges, taxes and other amounts
payable under the applicable plan or Order Form.

Order Form

An online order, quotation, signed order form or other written commercial
document identifying the purchased Service, plan, term or Fees.

Output

A review report, simulated reviewer report, editorial-support statement,
potential rejection analysis, conference review or other result generated
from Customer Content through the Service.

Service

The xPeerd API Server, its API endpoints, account facilities, metering,
billing functions, documentation and associated support.

Subscription Term

The period for which the Customer has purchased access to the Service.

4. Eligibility and Authority

The Service may be used only by legal entities and authorised representatives
acting for business, institutional, governmental, charitable, academic or
professional purposes.

The person accepting these Terms represents and warrants that:

• they are at least 18 years old;
• they have authority to bind the Customer;
• the Customer is not purchasing the Service as a consumer;
• all registration and billing information supplied is accurate;
• the Customer is legally permitted to use the Service; and
• the Customer is not subject to sanctions or restrictions that prohibit access.

KNOWDYN may request evidence of identity, corporate authority, institutional
status, payment authority or regulatory eligibility.

5. The Service

The Service provides programmatic access to xPeer for defined scholarly
peer-review simulation tasks.

Available review scenarios may include:

• DAReview: detailed autonomous manuscript review;
• HCReview: human-centred reviewer guidance;
• DBReviewSim: double-blind review simulation;
• PRR: simulation of potential rejection reasons; and
• confReview: conference-submission review and discussion support.

Review scenarios, endpoints, fields and output formats may be added, modified,
deprecated or removed in accordance with these Terms.

The Service is limited to peer-review simulation and related scholarly
evaluation. It is not a general-purpose generative-AI service.

6. Accounts and API Credentials

The Customer must provide complete and accurate Account information and keep
that information current.

The Customer is responsible for:

• all activity conducted through its Account and API Keys;
• controlling which Authorised Users may access the Service;
• protecting passwords, API Keys and authentication credentials;
• using appropriate access controls within its own applications;
• promptly revoking access when an Authorised User no longer requires it; and
• notifying KNOWDYN immediately of suspected unauthorised access or credential compromise.

API Keys may not be published, embedded in publicly accessible client-side
code, transferred to an unaffiliated organisation or shared with unauthorised
persons.

The Customer must not create multiple Accounts or API Keys for the purpose of
avoiding plan limits, rate limits, payment obligations, suspension or
technical controls.

KNOWDYN may rotate, revoke or replace credentials where reasonably necessary
to protect the Service or the Customer.

7. API Licence

Subject to payment of all Fees and compliance with these Terms, KNOWDYN grants
the Customer a limited, non-exclusive, non-transferable, non-sublicensable and
revocable right during the Subscription Term to:

• access the API through authorised applications;
• submit Customer Content for permitted peer-review simulations;
• receive and use Outputs within the Customer’s business, institutional,
  editorial, conference or research workflows; and
• make Outputs available to authors, reviewers, editors, programme
  committees or other authorised stakeholders involved in the relevant workflow.

No right is granted to provide third parties with direct access to the API,
sell API calls, operate a competing API, extract the underlying service or
commercialise the Service independently of an authorised written licence.

8. Customer Content

The Customer retains all ownership rights in Customer Content.

The Customer grants KNOWDYN and its authorised service providers a limited,
non-exclusive, worldwide and temporary licence to host, retrieve, copy,
transmit, process and technically modify Customer Content only to the extent
reasonably necessary to:

• provide the requested Service;
• generate and deliver Outputs;
• authenticate and meter requests;
• perform authorised retries and recovery;
• maintain security and service integrity;
• provide support requested by the Customer; and
• comply with applicable law.

This licence ends when the relevant processing and applicable retention period
end, except where continued retention is legally required.

The Customer represents and warrants that it owns Customer Content or has all
rights, permissions, consents and lawful bases necessary to submit and process
it through the Service.

The Customer must not submit a confidential manuscript received through a
journal, publisher, conference, funding body or other review process unless
the Customer is expressly authorised to use the Service for that purpose.

9. Generated Outputs

As between KNOWDYN and the Customer, and to the extent intellectual-property
rights subsist in an Output, the Customer owns the Output generated for that
Customer.

To the extent KNOWDYN may acquire any assignable right in a Customer-specific
Output, KNOWDYN assigns that right to the Customer upon full payment of the
applicable Fees.

The Customer may reproduce, edit, store, share and incorporate its Outputs
within its authorised scholarly and professional workflows.

The Customer acknowledges that:

• Outputs are generated from computational processes and may not be unique;
• similar or identical material may be produced for other customers;
• ownership of an Output does not transfer ownership of xPeer, the API,
  prompts, methods, software, templates or Documentation;
• an Output may contain errors, omissions or unsuitable recommendations;
• the Customer must verify the Output before using or distributing it; and
• the Customer is responsible for any disclosure required by a journal,
  publisher, conference, institution or professional body.

10. Human Oversight and Permitted Reliance

xPeer is an assistive peer-review simulation engine. It does not replace
qualified authors, reviewers, editors, programme committees or other
accountable human decision-makers.

Outputs are provided as analytical and decision-support material only.

The Customer must ensure that a suitably qualified person:

• reads the relevant manuscript;
• reviews the Output;
• verifies material factual and methodological statements;
• assesses the importance and severity of identified concerns;
• corrects or removes inaccurate or inappropriate content;
• considers applicable disciplinary, ethical and editorial requirements; and
• retains responsibility for the final decision.

The Customer must not use an Output as the sole basis for:

• accepting or rejecting a manuscript;
• awarding or refusing research funding;
• making an employment, promotion or disciplinary decision;
• determining student admission, progression or assessment;
• making a clinical, diagnostic or treatment decision;
• alleging research misconduct or fraud; or
• taking another decision that materially affects a person’s rights,
  career, reputation or legal position.

11. Acceptable Use

The Customer may use the Service only:

• for lawful scholarly, editorial, publishing, conference, institutional or
  research-support purposes;
• in accordance with these Terms and the Documentation;
• within the Customer’s purchased plan and applicable limits;
• under appropriate human supervision;
• with the authority of the relevant content owner or controller; and
• in compliance with applicable confidentiality, data-protection,
  intellectual-property and professional obligations.

The Customer is responsible for the conduct of all Authorised Users and for
ensuring that they comply with these Terms.

12. Prohibited Use

The Customer must not, and must not permit another person to:

• use the Service for unlawful, fraudulent, deceptive or abusive activity;
• submit content that the Customer has no right or authority to process;
• infringe intellectual-property, confidentiality, privacy or contractual rights;
• use an Output as autonomous editorial authority or as the sole basis for a
  consequential decision;
• misrepresent an Output as an independent human review;
• fabricate reviewer identities, reviewer accounts or editorial records;
• use the Service to manipulate peer review, citations, rankings or publication decisions;
• use the Service to create, promote or conceal fake research, paper-mill
  activity or research misconduct;
• attempt to discover, extract or reconstruct system prompts, model weights,
  algorithms, source code, security controls or confidential methods;
• reverse engineer, decompile, disassemble, reproduce or create a derivative
  of the Service, except to the limited extent such restriction is prohibited by law;
• conduct penetration testing, vulnerability scanning, load testing,
  adversarial testing or security research without prior written permission;
• circumvent authentication, rate limits, usage limits, spending limits or
  billing controls;
• interfere with the integrity, availability or performance of the Service;
• introduce malware, destructive code, automated abuse or excessive traffic;
• use the Service to develop, train, benchmark or improve a competing
  peer-review model or service without written permission;
• scrape, harvest or systematically extract the Service or its Documentation;
• share API Keys with an unaffiliated organisation;
• remove proprietary notices or technical protection measures; or
• use the Service in a way that creates unreasonable legal, reputational,
  security or operational risk for KNOWDYN or another person.

13. Resale and White-Labelling

The Customer may not resell, sublicense, redistribute, white-label or provide
third-party access to the Service unless KNOWDYN has granted those rights in a
separate written agreement.

A resale, partnership or white-label agreement may impose additional
requirements concerning:

• customer verification;
• branding and attribution;
• pricing and revenue allocation;
• end-customer terms;
• support responsibilities;
• security and data protection;
• usage reporting;
• sanctions compliance; and
• audit rights.

Permission to share an Output with an authorised author, reviewer, editor or
other stakeholder does not constitute permission to resell API access.

14. Subscriptions and Metering

Access to the Service is subject to the plan, Subscription Term, call
allowance, spending limit, rate limit, endpoint access and other restrictions
stated at purchase or in the applicable Order Form.

The Service may meter:

• API calls;
• completed and attempted review jobs;
• selected review scenarios;
• document or request size;
• processing cost;
• monthly spending;
• concurrent requests; and
• other plan-specific usage measures.

The Customer must not exceed applicable limits. KNOWDYN may reject, queue,
throttle or suspend requests that exceed them.

Usage allowances apply to the relevant billing period. Any rollover,
carry-forward or expiry of unused allowances is governed by the applicable
plan or Order Form.

KNOWDYN’s metering records will be treated as prima facie evidence of usage
unless the Customer demonstrates a manifest error.

A Customer wishing to dispute a usage record or charge must notify KNOWDYN
within 30 days after the relevant invoice or statement date and provide
reasonable supporting information.

15. Fees, Taxes and Invoices

The Customer must pay all Fees in the currency, manner and time stated at
purchase or in the applicable Order Form.

Unless expressly stated otherwise:

• Fees are payable in advance;
• Fees exclude VAT and other applicable taxes;
• the Customer is responsible for taxes, duties and bank charges arising
  from its purchase;
• subscriptions may be invoiced monthly, annually or according to an
  agreed billing cycle;
• usage exceeding an included allowance may be blocked or charged at the
  applicable overage rate; and
• late or failed payment may result in suspension.

The Customer must provide accurate billing information and promptly update
any change affecting invoicing or payment.

Where tax must be withheld by law, the Customer must provide appropriate
documentation and, unless prohibited by law, pay any additional amount
necessary for KNOWDYN to receive the invoiced sum.

16. Renewal, Cancellation and Refunds

A recurring subscription renews for successive periods of the same duration
unless the Customer cancels renewal before the next billing date or the
applicable Order Form states otherwise.

Cancellation prevents the next renewal. Unless the Service is suspended or
terminated for breach, access normally continues until the end of the paid
Subscription Term.

Fees are generally non-refundable.

A refund or account credit may be provided:

• where required by applicable law; or
• where KNOWDYN, acting reasonably, approves a refund or credit for a
  verified billing error or material service error.

No refund is due merely because:

• the Customer did not use its allowance;
• a manuscript was not accepted for publication;
• the Customer disagreed with an Output;
• a journal, reviewer or editor reached a different conclusion;
• the Customer cancelled before the end of a paid period; or
• access was suspended or terminated because of the Customer’s breach.

17. Service Changes and API Versions

KNOWDYN may update the Service to improve functionality, security,
performance, compliance or maintainability.

Updates may include changes to:

• endpoints and request fields;
• response fields and formats;
• stable review scenarios;
• authentication methods;
• rate and usage limits;
• supported document formats;
• upstream providers;
• pricing and plan features; and
• technical dependencies.

Where a change materially reduces paid functionality, KNOWDYN will provide
reasonable prior notice where practicable.

Security, legal, emergency or abuse-prevention changes may be implemented
without prior notice.

The Customer is responsible for maintaining its integration in accordance
with the current Documentation and for testing relevant updates.

18. Availability and Maintenance

The Service is provided on an “as available” basis.

KNOWDYN does not guarantee uninterrupted, error-free or continuously
available access.

The Service may be unavailable because of:

• scheduled or emergency maintenance;
• software updates;
• security incidents;
• hosting, network or infrastructure failures;
• upstream-provider interruption;
• internet or telecommunications failure;
• excessive demand;
• legal or regulatory requirements; or
• events beyond KNOWDYN’s reasonable control.

Any service-level commitment applies only where expressly stated in a
separate written agreement.

19. Security Obligations

Each party must use reasonable technical and organisational measures to
protect information and systems within its control.

The Customer must:

• secure its Account, applications, networks and devices;
• store API Keys using appropriate secrets-management controls;
• restrict credentials to Authorised Users and authorised systems;
• rotate or revoke credentials where compromise is suspected;
• validate data before submitting it;
• avoid exposing confidential Outputs through public systems; and
• notify KNOWDYN promptly of any actual or suspected security incident
  affecting the Service.

The Customer must cooperate reasonably with an investigation into
unauthorised access, misuse or credential compromise.

20. Confidentiality

Each party may receive confidential information belonging to the other.

Confidential information includes Customer Content, unpublished manuscripts,
API Keys, security information, pricing not publicly available, business
plans, source code, technical architecture, system prompts, methods and other
information that is marked confidential or would reasonably be understood to
be confidential.

The receiving party must:

• use confidential information only for the agreement;
• protect it using at least reasonable care;
• disclose it only to personnel and service providers who need access and
  are bound by confidentiality obligations; and
• not disclose it to another person without permission.

Confidentiality obligations do not apply to information that the receiving
party can demonstrate:

• was lawfully known without restriction before disclosure;
• becomes public without breach of this agreement;
• is independently developed without use of the confidential information; or
• is lawfully obtained from a third party without a duty of confidentiality.

A party may disclose confidential information where required by law, court
order or regulatory authority. Where legally permitted, it must give advance
notice and disclose only the minimum information required.

21. Data Protection

Each party must comply with applicable data-protection and privacy law.

KNOWDYN processes Account, billing, security and operational information as
described in the
xPeerd API Server Privacy Policy.

Where the Customer submits personal data and determines the purposes and
means of that processing, the Customer normally acts as controller and
KNOWDYN normally acts as processor.

Where Article 28 of the UK GDPR or an equivalent legal requirement applies,
the parties must enter into or accept KNOWDYN’s applicable Data Processing
Agreement before the relevant production processing begins.

The Customer is responsible for:

• having a lawful basis for submitted personal data;
• providing required notices to individuals;
• limiting submitted data to what is necessary;
• obtaining required permissions or consents;
• responding to data-subject requests where it is controller; and
• not submitting special-category or highly sensitive information unless
  the processing is expressly authorised and appropriately governed.

Customer manuscripts and private Outputs are not used as an unauthorised
training corpus merely because they were submitted to the Service.

22. KNOWDYN Intellectual Property

KNOWDYN and its licensors retain all rights in and to:

• xPeer and xPeerd;
• the xPeerd API Server;
• software, source code and object code;
• models, methods and algorithms;
• system and stable review prompts;
• workflows and simulation structures;
• Documentation;
• interfaces and schemas;
• trade marks, names, logos and branding;
• aggregated technical know-how; and
• all improvements and derivative technologies.

Except for the limited rights expressly granted in these Terms, no right,
title or interest in KNOWDYN intellectual property is transferred to the
Customer.

The Customer must not use the names xPeer, xPeerd or KNOWDYN in a manner
that suggests endorsement, partnership, certification or ownership without
written permission.

23. Feedback

The Customer may provide suggestions, error reports or other feedback about
the Service.

The Customer grants KNOWDYN a worldwide, perpetual, irrevocable,
royalty-free right to use and incorporate that feedback into its products
and services, provided that KNOWDYN does not acquire ownership of Customer
Content or confidential manuscripts through this clause.

24. Customer Warranties

The Customer represents and warrants that:

• it has authority to enter into this agreement;
• its use of the Service will comply with law and these Terms;
• it has the necessary rights to submit Customer Content;
• Customer Content will not knowingly contain malware or unlawful material;
• it will not misrepresent Outputs as human-authored independent reviews;
• it will maintain meaningful human oversight;
• it will not use the Service to manipulate or corrupt peer review;
• it will comply with journal, publisher, conference and institutional policies;
• it will make required disclosures concerning automated assistance; and
• its registration, usage and billing information is accurate.

25. Service Disclaimers

To the fullest extent permitted by law, the Service, Documentation and
Outputs are provided “as is” and “as available”.

KNOWDYN gives no representation, warranty or guarantee that:

• the Service will be uninterrupted, secure or error-free;
• every request will complete successfully;
• an Output will be accurate, complete, original or suitable;
• an Output will identify every weakness, error, ethical issue or
  methodological problem;
• an Output will be free from hallucinations, omissions or bias;
• an Output will agree with a human reviewer or editor;
• a manuscript will be accepted, revised, rejected, funded or published;
• the Service is suitable for a particular journal, discipline or purpose;
• the Service meets a Customer’s legal, regulatory or institutional requirements;
• an Output does not contain material similar to another generated output; or
• the Service will achieve any commercial, scientific, editorial or reputational result.

The Service does not constitute legal, scientific, editorial, statistical,
medical, regulatory, ethical or other professional advice.

All implied warranties, conditions and terms are excluded to the fullest
extent permitted by law, including implied conditions concerning
satisfactory quality, fitness for purpose and non-infringement.

26. Customer Indemnity

To the fullest extent permitted by law, the Customer will indemnify and keep
indemnified KNOWDYN, its affiliates, officers, employees, contractors,
licensors and service providers against all claims, liabilities, losses,
damages, penalties, costs and reasonable legal expenses arising out of or in
connection with:

• the Customer’s or an Authorised User’s access to or use of the Service;
• Customer Content;
• the Customer’s possession, publication, distribution or use of an Output;
• a scholarly, editorial, funding, employment, academic or other decision
  made using an Output;
• an allegation that Customer Content infringes intellectual-property,
  privacy, confidentiality or contractual rights;
• the Customer’s breach of these Terms;
• the Customer’s breach of law, regulation or professional obligation;
• unauthorised or unlawful use of a manuscript;
• credential sharing, account compromise or inadequate Customer security;
• misrepresentation of an Output as an independent human review;
• failure to provide required human oversight or disclosure;
• resale, white-labelling or redistribution not authorised in writing; or
• fraudulent, abusive or manipulative use of the Service.

The indemnity does not apply to the extent that a claim is finally determined
to have resulted directly from KNOWDYN’s fraud, fraudulent
misrepresentation or wilful misconduct.

KNOWDYN will give the Customer reasonable notice of an indemnified
third-party claim where practicable. The Customer must not settle a claim in
a manner that admits liability by KNOWDYN or imposes a non-monetary
obligation on KNOWDYN without written consent.

27. Exclusion of Liability

To the fullest extent permitted by law, KNOWDYN will not be liable for:

• loss of profit, revenue, business, contracts or anticipated savings;
• loss of opportunity, funding, publication or academic advancement;
• loss of goodwill, reputation or professional standing;
• loss, corruption or unauthorised disclosure of data caused by the Customer;
• costs of obtaining substitute services;
• decisions made by authors, reviewers, editors, publishers, institutions
  or other third parties;
• rejection, delay, retraction, correction or non-publication of a manuscript;
• inaccurate, incomplete, unsuitable or disputed Outputs;
• unauthorised use of an Account or API Key resulting from Customer conduct;
• upstream-provider, internet, hosting or third-party interruption;
• indirect, incidental, special, exemplary or consequential loss; or
• loss that was not reasonably foreseeable when the agreement was formed.

The Customer accepts responsibility for all decisions and actions taken in
reliance on the Service or an Output.

Nothing in these Terms excludes or limits liability for:

• death or personal injury caused by negligence where liability cannot be excluded;
• fraud or fraudulent misrepresentation;
• a liability that cannot lawfully be excluded or limited; or
• an obligation to pay an amount validly due under the agreement.

28. Suspension

KNOWDYN may suspend all or part of the Customer’s access immediately where
reasonably necessary because of:

• non-payment or payment failure;
• a security threat or suspected credential compromise;
• unlawful, fraudulent or abusive use;
• a breach of these Terms;
• excessive use threatening service stability;
• an attempt to bypass billing, rate or spending limits;
• unauthorised security testing or reverse engineering;
• a sanctions, export-control or legal-compliance concern;
• a request from a court, regulator or law-enforcement authority;
• a risk to KNOWDYN, another customer or a third party; or
• an emergency requiring immediate protective action.

Where practical and lawful, KNOWDYN will notify the Customer of the reason
for suspension and the steps required to restore access.

Suspension does not relieve the Customer of its obligation to pay accrued or
committed Fees.

29. Termination

Termination by the Customer

The Customer may cancel renewal or terminate the agreement in accordance
with its Account settings, Order Form or written notice.

Termination by KNOWDYN

KNOWDYN may terminate the agreement immediately by notice where:

• the Customer commits a material breach that cannot be remedied;
• the Customer fails to remedy a remediable material breach within the
  period stated in a notice;
• the Customer repeatedly breaches these Terms;
• Fees remain unpaid after notice;
• the Customer uses the Service unlawfully, fraudulently or abusively;
• the Customer creates material security, sanctions or legal risk;
• the Customer becomes insolvent, enters administration or ceases business;
• continued provision becomes unlawful; or
• the Customer’s use threatens the integrity or availability of the Service.

Where a breach can reasonably be remedied without creating material risk,
KNOWDYN will normally provide a reasonable opportunity to remedy it.

KNOWDYN may also discontinue the Service or a material part of it by giving
reasonable notice. Where KNOWDYN permanently discontinues prepaid access
for reasons unrelated to Customer breach, it may provide an appropriate
credit or refund for the affected unused period.

30. Effects of Termination

On expiry or termination:

• the Customer’s right to access the Service ends;
• API Keys may be revoked;
• all unpaid Fees become immediately due;
• the Customer must stop using KNOWDYN intellectual property except as
  necessary to retain lawfully acquired Outputs;
• the Customer should export any Outputs it wishes to retain before access ends;
• Customer Content and personal data will be handled according to the
  Privacy Policy and applicable Data Processing Agreement; and
• termination does not affect rights or liabilities accrued before termination.

Clauses concerning ownership, confidentiality, payment, disclaimers,
indemnity, liability, dispute resolution and any provision intended by its
nature to survive will continue after termination.

31. Sanctions and Export Compliance

The Customer must comply with applicable United Kingdom and international
sanctions, trade restrictions and export-control laws.

The Customer must not use, export, re-export, transfer or make the Service
available:

• to a sanctioned person or entity;
• in a prohibited territory;
• for a prohibited end use;
• in violation of strategic export controls; or
• in a manner that exposes KNOWDYN to sanctions or trade restrictions.

KNOWDYN may conduct reasonable identity, ownership and operational-risk
checks and may refuse or suspend access where compliance cannot be verified.

32. Events Beyond Reasonable Control

Neither party is liable for delay or failure caused by an event beyond its
reasonable control, including natural disaster, epidemic, war, civil unrest,
terrorism, industrial dispute, governmental action, interruption of power or
communications, internet failure, cyberattack, hosting failure or failure of
a critical third-party provider.

The affected party must take reasonable steps to reduce the effect of the
event and resume performance when practicable.

This clause does not excuse the Customer from paying Fees already due.

33. Notices

Operational, billing, security and contractual notices may be delivered:

• to the email address registered to the Account;
• through the Account interface;
• through the Service website; or
• to an address stated in an Order Form.

The Customer must keep its contact information current.

A notice sent by email is treated as received on the next business day after
sending, unless the sender receives a delivery-failure notification.

34. General Contractual Provisions

Assignment

The Customer may not assign, transfer or novate this agreement without
KNOWDYN’s prior written consent.

KNOWDYN may assign or transfer the agreement to an affiliate, successor or
purchaser of the relevant business or assets.

Subcontractors

KNOWDYN may use hosting, infrastructure, payment, email, security,
computational and other service providers to perform parts of the Service.
KNOWDYN remains responsible for its contractual obligations subject to these
Terms.

No partnership or agency

Nothing in these Terms creates a partnership, joint venture, fiduciary
relationship, employment relationship or agency between the parties.

Third-party rights

Except for persons expressly protected by the indemnity and liability
provisions, a person who is not a party to this agreement has no right to
enforce it under the Contracts (Rights of Third Parties) Act 1999.

Entire agreement

The agreement constitutes the entire agreement between the parties
concerning the Service and replaces previous discussions, representations
and understandings concerning its subject matter.

Neither party relies on a statement not expressly included in the agreement,
except that nothing excludes liability for fraud or fraudulent
misrepresentation.

Variation

KNOWDYN may update these Terms where reasonably necessary because of
changes to the Service, law, security, commercial operation or regulatory
requirements.

Material changes will take effect on the date stated in the notice. Continued
use after that date constitutes acceptance. Where a material change
substantially disadvantages a prepaid Customer, the Customer may stop
renewal before the change takes effect.

Waiver

A failure or delay in exercising a right does not waive that right.

Severability

If a provision is found invalid or unenforceable, it will be modified to the
minimum extent necessary to make it valid. If modification is not possible,
it will be removed without affecting the remaining provisions.

Headings

Headings are for convenience and do not affect interpretation.

35. Governing Law and Dispute Resolution

Governing law

These Terms, the agreement and any non-contractual obligation arising from
them are governed by the laws of England and Wales.

Good-faith negotiation

Before commencing arbitration, a party must give written notice describing
the dispute and the remedy sought.

The parties must attempt in good faith to resolve the dispute through
representatives authorised to settle it.

If the dispute has not been resolved within 30 days after receipt of the
notice, either party may refer it to arbitration.

Binding arbitration

Any dispute, controversy or claim arising out of or relating to these Terms,
the agreement, the Service or their formation, validity, interpretation,
performance, breach or termination shall be finally resolved by arbitration
under the Rules of the London Court of International Arbitration.

• The seat, or legal place, of arbitration shall be London, England.
• The tribunal shall consist of one arbitrator unless the parties agree otherwise.
• The language of the arbitration shall be English.
• The arbitration agreement is governed by the laws of England and Wales.
• The award shall be final and binding on the parties.

Court proceedings

Nothing in this clause prevents either party from applying to the courts of
England and Wales for:

• urgent interim or conservatory relief;
• protection of confidential information or intellectual property;
• enforcement of an arbitral award;
• a remedy that an arbitral tribunal cannot lawfully grant; or
• another form of court assistance permitted by arbitration law.

For those purposes, the courts of England and Wales have exclusive
jurisdiction.

36. Contact Details

Questions concerning these Terms may be submitted through the contact or
support facility available at
https://xpeerd.online/.

Written correspondence may be addressed to:

Do not include passwords, complete API Keys or unnecessary confidential
manuscript content in a legal or support enquiry.