These Terms of Use ("Terms") govern your access to and use of Knowsis (the "Platform"), a web-based technology solution developed and operated by Knowsis Limited, a private limited company incorporated in England and Wales with registered number 07910980 and registered office at Windsor House Station Court, Station Road, Great Shelford, Cambridge, United Kingdom, CB22 5NE (the "Company", "we", "us", or "our"). By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, along with our Privacy Policy and Legal Disclaimer. If you do not agree, you must immediately cease all use of the Platform.
These Terms form a binding legal agreement between you (or the institution you represent) and the Company. You represent that you have the authority to enter into these Terms on behalf of yourself or your organisation.
1. Restricted Access and Eligibility
The Platform is provided exclusively for the use of institutional clients, professional investors, or equivalent sophisticated users. In the United States, access is intended for accredited investors as defined under Regulation D of the U.S. Securities Act of 1933, as amended, or other qualified institutional clients under the applicable legislation. Users from other jurisdictions must qualify as professional clients or eligible counterparties under applicable local laws (e.g., MiFID II in the European Economic Area).
● You represent and warrant that you meet these eligibility criteria, are accessing the Platform solely for professional or institutional purposes, and are not a retail investor, individual consumer, or non-professional user.
● The Company reserves the right to verify your eligibility (e.g., through documentation) at any time and to suspend or terminate access if it suspects non-compliance.
● Unauthorized access may result in immediate termination of your account and legal action.
2. Platform Description and Permitted Use
The Platform is a technology-enabled community tool that allows eligible users to share and discuss information from public and private sources (e.g., report highlights, extracts, and comments on market implications). Key features include:
● Uploading and sharing annotated excerpts from reports or data, privately to a custom group or publicly to all users within the Platform.
● Indicate a market sentiment to a particular excerpt or information.
● Viewing full underlying materials only if you have independent access rights.
● Community discussions among verified users.
You may use the Platform only for lawful, professional purposes in accordance with these Terms. Prohibited uses include:
- Sharing false, misleading, or unlawful content.
- Attempting to bypass access controls or eligibility checks.
- Using the Platform for commercial solicitation, spam, or any non-professional activity.
- Reverse engineering, scraping, or interfering with the Platform's technology.
3. User Content and Responsibilities
All content you upload, share, or generate on the Platform—including highlights, extracts, comments, analyses, or discussions (collectively, "User Content")—is your sole responsibility.
● You represent and warrant that your User Content: (i) does not infringe third-party rights (e.g., copyright, confidentiality); (ii) complies with applicable laws; and (iii) is accurate to the best of your knowledge.
● By posting User Content, you grant the Company a worldwide, non-exclusive, royalty-free, perpetual license to host, display, and moderate it solely for Platform operations (e.g., to enable sharing among users).
● The Company does not endorse, verify, or assume responsibility for any User Content. You must conduct independent due diligence before relying on it.
● You agree to comply with the Legal Disclaimer's provisions on no investment advice and intellectual property restrictions.
4. No Investment Advice or Financial Services
As detailed in the Legal Disclaimer, the Platform does not provide regulated investment advice, financial recommendations, trading signals, or any other financial services. All User Content reflects individual user views only. The Company is a technology company and is not regulated by any financial authority (e.g., FCA in the UK, SEC in the US). Your use of the Platform does not create a fiduciary or advisory relationship.
5. Intellectual Property and Confidentiality
● Company IP: The Platform's software, design, trademarks, and underlying technology are owned by the Company or its licensors. You are granted a limited, revocable, non-transferable license to access it for personal/institutional use only.
● User Content IP: All User Content must ensure it respects third-party rights. Reproduction, distribution, or disclosure of any content (especially from private/paywalled sources) outside the Platform is strictly prohibited.
● Confidentiality: All Platform interactions are confidential. You agree not to disclose non-public Platform features, user identities, or aggregated insights without consent.
6. User Accounts and Security
● To access the Platform, you must create an account with accurate information and maintain its security (e.g., strong passwords).
● You are responsible for all activities under your account. Notify us immediately of any unauthorized use.
● The Company may suspend or terminate accounts for violations, with or without notice.
7. Fees and Payment
Access to the Platform may be subject to subscription fees as outlined in a separate subscription agreement. All fees are non-refundable unless specified. Late payments may result in suspension. The Company may update fees with notice.
8. Global Access and Compliance
The Platform is governed by English law but accessible worldwide. You must comply with all applicable local laws, including data protection (e.g., UK Data Protection Act 2018, GDPR), securities regulations, and sanctions. You agree to indemnify us against claims arising from your non-compliance.
9. Disclaimers, Limitation of Liability, and Indemnification
The Platform is provided "as is" and "as available" without warranties of any kind, express or implied.
● Limitation of Liability: To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, or punitive damages, including loss of profits or data. Total liability is capped at the fees paid by you in the 12 months preceding the claim.
● Indemnification: You agree to defend, indemnify, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from any claims, losses, or damages arising from your use of the Platform, User Content, or breach of these Terms.
10. Termination
You may stop using the Platform at any time. The Company may terminate your access for any reason, including violations. Upon termination, your right to use the Platform ceases, and you must delete any cached content.
11. Governing Law and Dispute Resolution
These Terms are governed by the laws of England and Wales. Any disputes shall be resolved exclusively in the courts of England and Wales. You waive any objection to the venue or jurisdiction.
12. Changes to These Terms
We may update these Terms at any time. We will reflect the latest updated version on the Effective Date at the beginning of these Terms. Continued use after changes constitutes acceptance.
13. Miscellaneous
● Entire Agreement: These Terms, together with the Privacy Policy and Legal Disclaimer, constitute the entire agreement.
● Severability: If any provision is invalid, the remainder remains enforceable.
● No Waiver: Failure to enforce a right does not waive it.
● Assignment: You may not assign these Terms without our consent; we may assign freely.
● Force Majeure: We are not liable for delays due to events beyond our control (e.g., cyberattacks, natural disasters).
14. Contact Information
For questions or concerns, please contact Knowsis Ltd. at knowsis@knowsis.com