Please read these Terms of Service carefully as they contain important information about your legal
rights, remedies and obligations. By accessing or using the Knowlii Services, you agree to comply
with and be bound by these Terms of Service.
These Terms of Service ("Terms") constitute a legally binding agreement ("Agreement") between you
and Knowlii (as defined below) governing your access to and use of the Knowlii website, including
any subdomains thereof, and any other websites through which Knowlii makes the Knowlii Services
available, our mobile, tablet and other smart device applications, and application program
interfaces and all associated services (collectively, "Knowlii Services"). Our other terms and
policies applicable to your use of the Knowlii Services are incorporated by reference into this
When these Terms mention “Knowlii,” “we,” “us,” or “our,” it refers to the Knowlii – UBiiRE Inc.
2345 Yale Street, 1st Floor, Palo Alto, CA 94306, USA.
Our collection and use of personal information in connection with your access to and use of the
1. Scope of Knowlii Services
Knowlii is an online review and advice platform that enables registered users
and certain third parties who offer services (Users and third parties who offer advice
services are called “Wizards” and the services they offer are “Wizard Chats”) to
via a private message or chat platform with Users in order to seek chargeable
recommendations and advice services via Wizard Chats. A Wizard Chat is created when a
has requested information and subsequently selects a Wizard from those responding to the
User’s original request. Whenever a Wizard Chat is initiated by a User a minimum tip is
payable to the Wizard (“Wizard Chat Fee”) which is collected by Knowli on behalf of the
As the provider of the Knowlii Services, Knowlii does not own, create, sell, resell,
provide, control, manage, offer, deliver, or supply any Wizard Chats. Wizards alone are
responsible for the advice given in their Wizard Chats. When Users make or accept a
Chat, Knowlii is not and does not become a party to or other participant in any
relationship between Users. Knowlii is not acting as an agent in any capacity for any
While we may help facilitate the resolution of disputes, Knowlii has no control over
does not guarantee (i) the existence, quality, safety, suitability, or legality of any
Wizard Chats, (ii) the truth or accuracy of any Wizard Chat descriptions, Ratings,
or other User Content (as defined below), or (iii) the performance or conduct of any
third party. Knowlii does not endorse any User or Wizard. Any references to a User being
"verified" (or similar language) only indicate that the User has completed a relevant
verification or identification process and nothing else. Any such description is not an
endorsement, certification or guarantee by Knowlii about any User, including of the
identity or background or whether the User is trustworthy, safe or suitable. You should
always exercise due diligence and care when deciding whether to use Wizard Chats, or
communicate and interact with other Users, whether online or in person.
If you choose to use the Knowlii Services as a Wizard, your relationship with
limited to being an independent, third-party contractor, and not an employee, agent,
venturer or partner of Knowlii for any reason, and you act exclusively on your own
and for your own benefit, and not on behalf, or for the benefit, of Knowlii.
To promote the Knowlii Services and to increase the exposure of Wizard Chats to
potential Users, Wizard Chats and other User Content may be displayed on other websites,
applications, within emails, and in online and offline advertisements. To assist Users
speak different languages, Wizard Chats and other User Content may be translated, in
or in part, into other languages. Knowlii cannot guarantee the accuracy or quality of
translations and Users are responsible for reviewing and verifying the accuracy of such
The Knowlii Services may contain links to third-party websites or resources
(“Third-Party Services”). Such Third-Party Services may be subject to different terms
conditions and privacy practices. Knowlii is not responsible or liable for the
or accuracy of such Third-Party Services, or the content, products, or services
from such Third-Party Services. Links to such Third-Party Services are not an
Knowlii of such Third-Party Services.
Due to the nature of the Internet, Knowlii cannot guarantee the continuous and
uninterrupted availability and accessibility of the Knowlii Services. Knowlii may
the availability of the Knowlii Services or certain areas or features thereof, if this
necessary in view of capacity limits, the security or integrity of our servers, or to
out maintenance measures that ensure the proper or improved functioning of the Knowlii
Services. Knowlii may improve, enhance and modify the Knowlii Services and introduce new
Knowlii Services from time to time.
2. Eligibility, Using the Knowlii Services, User Verification
You must be at least 18 years old and able to enter into legally binding contracts
and use the Knowlii Services or register a Knowlii Account. By accessing or using the
Services you represent and warrant that you are 18 or older and have the legal capacity
authority to enter into a contract.
Knowlii may make the access to and use of the Knowlii Services, or certain areas or
of the Knowlii Services, subject to certain conditions or requirements, such as
verification process, meeting specific quality or eligibility criteria, meeting Ratings
Reviews thresholds, or Wizard Chat history.
User verification on the Internet is difficult and we do not assume any
the confirmation of any User’s identity. Notwithstanding the above, for transparency and
prevention purposes, and as permitted by applicable laws, we may, but have no obligation
ask Users to provide a form of government identification or other information or
additional checks designed to help verify the identities or backgrounds of Users, (ii)
Users against third party databases or other sources and request reports from service
and (iii) where we have sufficient information to identify a User, obtain reports from
records of criminal convictions or sex offender registrations or an equivalent version
background or registered sex offender checks in your local jurisdiction (if available).
The access to or use of certain areas and features of the Knowlii Services may be
separate policies, standards or guidelines, or may require that you accept additional
conditions. If there is a conflict between these Terms and terms and conditions
specific area or feature of the Knowlii Services, the latter terms and conditions will
precedence with respect to your access to or use of that area or feature, unless
3. Modification of these Terms
Knowlii reserves the right to modify these Terms at any time in line with this
provision. If we
make changes to these Terms, we will post the revised Terms on our website(s) and apps
update the “Last Updated” date at the top of these Terms. We will also give you notice
changes by email at least thirty (30) days before the date they become effective. If you
disagree with the revised Terms, you may terminate this Agreement with immediate effect.
inform you about your right to terminate the Agreement in the notification email. If you
terminate your Agreement before the date the revised Terms become effective, your
access to or use of the Knowlii Services will constitute you accepting the updated
4. Account Registration
You must register an account ("Knowlii Account") to access and use certain features
Knowlii Services, such as requesting or giving Wizard Chats.
You can register a Knowlii Account using an email address and creating a password,
through your account with certain third-party social networking services, such as
Google ("SNS Account"). You have the ability to disable the connection between your
Account and your SNS Account at any time, by accessing the "Settings" section of the
You must provide accurate, current and complete information during the registration
and keep your Knowlii Account and public Knowlii Account profile page information
You may not register more than one (1) Knowlii Account unless we authorize you to do
may not assign or otherwise transfer your Knowlii Account to another party.
You are responsible for maintaining the confidentiality and security of your Knowlii
credentials and may not disclose your credentials to any third party. You must
notify Knowlii if you know or have any reason to suspect that your credentials have been
stolen, misappropriated, or otherwise compromised or in case of any actual or suspected
unauthorized use of your Knowlii Account. You are liable for any and all activities
through your Knowlii Account, unless such activities are not authorized by you and you
otherwise negligent (such as failing to report the unauthorized use or loss of your
Knowlii may, at its sole discretion, enable Users to (i) create, upload, post, send,
and store content, such as text, photos, audio, video, or other materials and
through the Knowlii Services ("User Content"); and (ii) access and view User Content and
content that Knowlii itself makes available on or through the Knowlii Services,
proprietary Knowlii content and any content licensed or authorized for use by or through
from a third party ("Knowlii Content" and together with User Content, "Collective
The Knowlii Services, Knowlii Content, and User Content may in its entirety or in
protected by copyright, trademark, and/or other laws of the United States and other
You acknowledge and agree that the Knowlii Services and Knowlii Content, including all
associated intellectual property rights, are the exclusive property of Knowlii and/or
licensors or authorizing third-parties. You will not remove, alter or obscure any
trademark, service mark or other proprietary rights notices incorporated in or
Knowlii Services, Knowlii Content or User Content. All trademarks, service marks, logos,
names, and any other source identifiers of Knowlii used on or in connection with the
Services and Knowlii Content are trademarks or registered trademarks of Knowlii in the
States and abroad. Trademarks, service marks, logos, trade names and any other
designations of third parties used on or in connection with the Knowlii Services,
Content, and/or Collective Content are used for identification purposes only and may be
property of their respective owners.
You will not use, copy, adapt, modify, prepare derivative works of, distribute,
sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise
Knowlii Services or Collective Content, except to the extent you are the legal owner of
User Content or as expressly permitted in these Terms or in writing by Knowlii. No
rights are granted to you by implication or otherwise under any intellectual property
owned or controlled by Knowlii or its licensors, except for the licenses and rights
granted in these Terms.
Subject to your compliance with these Terms, Knowlii grants you a limited,
non-sublicensable, revocable, non-transferable license to (i) download and use the
application on your personal device(s); and (ii) access and view any Collective Content
available on or through the Knowlii Services and accessible to you, solely for your
By creating, uploading, posting, sending, receiving, storing, or otherwise making
any User Content on or through the Knowlii Services, you grant to Knowlii a
worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection),
sub-licensable and transferable license to such User Content to access, use, store,
modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast,
otherwise exploit in any manner such User Content to provide and/or promote the Knowlii
Services, in any media or platform. Unless you provide specific consent, Knowlii does
any ownership rights in any User Content and nothing in these Terms will be deemed to
any rights that you may have to use or exploit your User Content.
You are solely responsible for all User Content that you make available on or
Knowlii Services. Accordingly, you represent and warrant that: (i) you either are the
exclusive owner of all User Content that you make available on or through the Knowlii
or you have all rights, licenses, consents and releases that are necessary to grant to
the rights in and to such User Content, as contemplated under these Terms; and (ii)
User Content nor your posting, uploading, publication, submission or transmittal of the
Content or Knowlii's use of the User Content (or any portion thereof) will infringe,
misappropriate or violate a third party's patent, copyright, trademark, trade secret,
rights or other proprietary or intellectual property rights, or rights of publicity or
or result in the violation of any applicable law or regulation.
You will not post, upload, publish, submit or transmit any User Content that: (i) is
fraudulent, false, misleading (directly or by omission or failure to update information)
deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive;
promotes discrimination, bigotry, racism, hatred, harassment or harm against any
group; (iv) is violent or threatening or promotes violence or actions that are
any other person; (v) promotes illegal or harmful activities or substances; or (vi)
Knowlii policy. Knowlii may, without prior notice, remove or disable access to any User
that Knowlii finds to be in violation of these Terms or Knowlii’s then-current Policies
Standards, or otherwise may be harmful or objectionable to Knowlii, its Users, third
Knowlii respects copyright law and expects its Users to do the same. If you believe
content on the Knowlii Services infringes copyrights you own, please notify us.
6. Wizard Chat Fees
Knowlii will charge Users Wizard Chat Fees in consideration for the use of the
Services, which will be payable either proactively by the User immediately following
a Wizard Chat or a User will be automatically charged the minimum tip value for a Wizard
a payment has not been made by a User within [24 hours] of a Wizard or Knowlii [closing
Chat]. More information about the minimum tip levels can be found on the Knowlii
and link for relevant page of the website].
Any applicable Wizard Chat Fees (including any applicable Taxes) will be displayed
Wizard or User prior to entering into a Wizard Chat. Knowlii reserves the right to
minimum tip levels at any time, and we will provide Users adequate notice of any fee
before they become effective.
You are responsible for paying any Wizard Chat Fees that you owe to Knowlii. Except
otherwise provided on the Knowlii Services, Wizard Chat Fees are non-refundable.
Users are responsible for paying any fees due to third party service providers where
services are accessed via a link or referral from within the Knowlii Services or as part
7. Wizards Chats
When creating a Wizard Chat through the Knowlii Services, Wizards must (i) provide
and accurate information about the subject of their Wizard Chat (such as a link to the
services, listing description or location as appropriate), (ii) disclose any known
and requirements that apply (such as any minimum age or proficiency) and (iii) provide
pertinent information requested by Knowlii or a User. Wizards are responsible for
Wizard Chat information up-to-date at all times and notifying Users if they become aware
changing circumstances which would affect the substance of Wizard Chats previously
A minimum tip value (including any Taxes if applicable), will be set by the Knowlii
for each Wizard’s Wizard Chats (“Wizard Chat Fee”). Once a User agrees to enter into a
Chat, the Wizard may not request that the User pays a higher minimum Wizard Chat Fee
minimum tip fee.
When giving Wizard Chats, Wizards must (where applicable) fully educate and inform
about (i) any risks inherent in the subject matter of their tips, (ii) any requirements
participation, such as the minimum age, related skills, level of fitness or other
and (iii) anything else they may need to know to safely participate in the subject
their tips (including dress codes, equipment, special certifications or licenses, etc.).
Users can choose to enter into a chat with a Wizard and will be then be liable to
Wizard Chat Fee regardless of the quality of Wizard Chat given or is of a satisfactory
As a User, you agree to pay the Wizard Chat Fees for any Wizard Chat requested in
with your Knowlii Account.
8. Booking Modifications, Cancellations and Refunds, Resolution Center
Users will be able to report a wizard if they deem the information and content to be
objectionable or abusive, and in doing so claim a full refund once the complaint is
reviewed and verified by Knowlii.
Knowlii may determine, in its sole discretion, to refund the User part or all of the
Total Fees in accordance with the Knowlii Refund Policy.
Users may use the Knowlii contact details to send or request money for refunds related
9. Ratings and Reviews
Straight after the use of the Wizard Chat, Users can leave a public review (“Review”)
and submit a star rating (“Rating”) about the Wizard(s) that they have used. Any Ratings
or Reviews reflect the opinion of individual Users and do not reflect the opinion of
Knowlii. Ratings and Reviews are not verified by Knowlii for accuracy and may be
incorrect or misleading.
Ratings and Reviews by Users must be fair, truthful and factual and may not contain any
offensive or defamatory language. Ratings and Reviews must comply with Knowlii’s Content
Users are prohibited from manipulating the Ratings and Reviews system in any manner,
such as instructing a third party write a positive or negative Review about another
10. Currency conversion
The Knowlii Services facilitates bookings between Users who will pay in their
destination currency and which will require currency conversions to accommodate these
differing currency preferences. Although Knowlii Services will allow Users to view the
price of Wizard Chats in the destination currency, the currencies available for Users to
make and receive payments may be limited, and may not include the default currency in
any given geographic location.
As a Wizard you are solely responsible for determining your obligations to report,
collect, remit or include in your Wizard Chat Fees any applicable VAT or other indirect
sales taxes or income taxes ("Taxes").
Tax regulations may require us to collect appropriate Tax information from Wizards, or
to withhold Taxes from payouts to Wizards, or both. If a Wizard fails to provide us with
documentation that we determine to be sufficient to alleviate our obligation (if any) to
withhold Taxes from payouts to you, we reserve the right to freeze all payouts, withhold
such amounts as required by law, or to do both, until resolution.
You understand that any appropriate governmental agency, department and/or authority
("Tax Authority") where you are located may require Taxes to be collected from Users or
Wizards on Wizard Chat Fees, and to be remitted to the respective Tax Authority. The
laws in jurisdictions may vary, but these Taxes may be required to be collected and
remitted as a percentage of the Wizard Chat Fees set by Wizards.
12. Prohibited Activities
You are solely responsible for compliance with any and all laws, rules, regulations, and
Tax obligations that may apply to your use of the Knowlii Services. In connection with
your use of the Knowlii Services, you will not and will not assist or enable others to:
a) breach or circumvent any applicable laws or regulations, agreements with
third-parties, third-party rights, or our Terms, Policies or Standards;
b) use the Knowlii Services or Collective Content for any commercial or other
purposes that are not expressly permitted by these Terms or in a manner that
falsely implies Knowlii endorsement, partnership or otherwise misleads others as
to your affiliation with Knowlii;
c) copy, store or otherwise access or use any information, including personally
identifiable information about any other User, contained on the Knowlii Services
that otherwise violates the privacy rights of Users or third parties;
d) use the Knowlii Services in connection with the distribution of unsolicited
commercial messages ("spam");
e) contact another User for any purpose other than asking a question related to
a your own booking, Wizard Chat, or the User's use of the Knowlii Services,
including, but not limited to, recruiting or otherwise soliciting any User to
join third-party services, applications or websites, without our prior written
f) use the Knowlii Services to request, make or accept a recommendation
independent of the Knowlii Services, to circumvent any Service Fees or for any
g) request, accept or make any payment for Wizard Chat Fees outside of the
Knowlii Services. If you do so, you acknowledge and agree that you: (i) would be
in breach of these Terms; (ii) accept all risks and responsibility for such
payment, and (iii) hold Knowlii harmless from any liability for such payment;
h) discriminate against or harass anyone on the basis of race, national origin,
religion, gender, gender identity, physical or mental disability, medical
condition, marital status, age or sexual orientation, or otherwise engage in any
abusive or disruptive behavior;
i) use, display, mirror or frame the Knowlii Services or Collective Content, or
any individual element within the Knowlii Services, Knowlii's name, any Knowlii
trademark, logo or other proprietary information, or the layout and design of
any page or form contained on a page in the Knowlii Services, without Knowlii's
express written consent;
j) dilute, tarnish or otherwise harm the Knowlii brand in any way, including
through unauthorized use of Collective Content, registering and/or using Knowlii
or derivative terms in domain names, trade names, trademarks or other source
identifiers, or registering and/or using domains names, trade names, trademarks
or other source identifiers that closely imitate or are confusingly similar to
Knowlii domains, trademarks, taglines, promotional campaigns or Collective
k) use any robots, spider, crawler, scraper or other automated means or
processes to access, collect data or other content from or otherwise interact
with the Knowlii Services for any purpose;
l) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt
to circumvent any technological measure implemented by Knowlii or any of
Knowlii's providers or any other third party to protect the Knowlii Services;
m) attempt to decipher, decompile, disassemble or reverse engineer any of the
software used to provide the Knowlii Services;
n) take any action that damages or adversely affects, or could damage or
adversely affect the performance or proper functioning of the Knowlii Services;
o) export, re-export, import, or transfer the Application except as authorized
by United States law, the export control laws of your jurisdiction, and any
other applicable laws; or
p) violate or infringe anyone else’s rights or otherwise cause harm to anyone.
You acknowledge that Knowlii has no obligation to monitor the access to or use of the
Knowlii Services by any User or to review, disable access to, or edit any User Content,
but has the right to do so to (i) operate, secure and improve the Knowlii Services
(including without limitation for fraud prevention, risk assessment, investigation and
customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply
with applicable law or the order or requirement of a court, law enforcement or other
administrative agency or governmental body; (iv) respond to User Content that it
determines is harmful or objectionable; or (v) as otherwise set forth in these Terms.
Users agree to cooperate with and assist Knowlii in good faith, and to provide Knowlii
with such information and take such actions as may be reasonably requested by Knowlii
with respect to any investigation undertaken by Knowlii or a representative of Knowlii
regarding the use or abuse of the Knowlii Services.
If you feel that any User you interact with, is acting or has acted inappropriately,
including but not limited to anyone who (i) engages in offensive or sexually
inappropriate behaviour, (ii) you suspect of stealing from you, or (iii) engages in any
other disturbing conduct, you should immediately report such person to Knowlii by
13. Term and Termination, Suspension and other Measures
This Agreement shall be effective upon your use of the Knowlii Services and shall
continue until such time as terminated under the terms of this Agreement.
You may terminate this Agreement at any time via the "Cancel Account" feature on
the Knowlii Services or by sending us an email. If you cancel your Knowlii Account as a
Wizard, any Wizard Chat(s) will be automatically ended. If you cancel your Knowlii
Account as a User, any personal elements of your profile will be deleted and permanently
removed, including all access to previously paid for Wizard Chats.
Without limiting our rights specified below, Knowlii may terminate this Agreement
for convenience at any time by giving you thirty (30) days' notice via email to your
registered email address.
Knowlii may immediately, without notice terminate this Agreement if (i) you have
materially breached your obligations under these Terms, our Policies or Standards, (ii)
you have violated applicable laws, regulations or third party rights, or (iii) Knowlii
believes in good faith that such action is reasonably necessary to protect the personal
safety or property of Knowlii, its Users, or third parties (for example in the case of
fraudulent, objectionable of abusive behaviour of a User). Wizards will get 2 warnings
for such inappropriate behaviour and will be immediately ejected from Knowlii upon
verification of the 3rd instance, and barred from re-entering and using the app again.
In addition, Knowlii may take any of the following measures (i) to comply with
applicable law, or the order or request of a court, law enforcement or other
administrative agency or governmental body, or if (ii) you have breached these Terms,
our Policies or Standards, applicable laws, regulations, or third party rights, (iii)
you have provided inaccurate, fraudulent, outdated or incomplete information during the
Knowlii Account registration, Wizard Chat process or thereafter, (iv) you and/or your
Wizard Chats at any time fail to meet any applicable quality or eligibility criteria,
(v) you have repeatedly received poor Ratings or Reviews or Knowlii otherwise becomes
aware of or has received complaints about your performance or conduct, or (vii) Knowlii
believes in good faith that such action is reasonably necessary to protect the personal
safety or property of Knowlii, its Users, or third parties, or to prevent fraud or other
In case of non-material breaches and where appropriate, you will be given notice of any
intended measure by Knowlii and an opportunity to resolve the issue to Knowlii's
a) refuse to surface, delete or delay any Wizard Chats, Ratings, Reviews, or
other User Content;
b) limit your access to or use of the Knowlii Services;
c) temporarily or permanently revoke any special status associated with your
Knowlii Account; or
d) temporarily or in case of severe or repeated offenses permanently suspend
your Knowlii Account.
When this Agreement has been terminated, you are not entitled to a restoration of your
Knowlii Account or any of your User Content. If your access to or use of the Knowlii
Services has been limited or your Knowlii Account has been suspended or this Agreement
has been terminated by us, you may not register a new Knowlii Account or access and use
the Knowlii Services through a Knowlii Account of another User.
If you or we terminate this Agreement, the clauses of these Terms that reasonably should
survive termination of the Agreement will remain in effect.
If you choose to use the Knowlii Services or Collective Content, you do so voluntarily and at
your sole risk. The Knowlii Services and Collective Content is provided “as is”, without
warranty of any kind, either express or implied.
You agree that you have had whatever opportunity you deem necessary to investigate the Knowlii
Services, laws, rules, or regulations that may be applicable to your Wizard Chats you are
receiving and that you are not relying upon any statement of law or fact made by Knowlii
relating to a Wizard Chat.
If we choose to conduct identity verification or background checks on any User, to the extent
permitted by applicable law, we disclaim warranties of any kind, either express or implied, that
such checks will identify prior misconduct by a User or guarantee that a User will not engage in
misconduct in the future.
Users assume full responsibility for the choices you make before, during and after following a
Wizard Chat. To the maximum extent permitted by law, you agree to release and hold harmless
Knowlii from all liabilities and claims that arise in any way from any injury, death, loss or
harm that occurs whilst following a Wizard Chat or in any way related to your Wizard Service.
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other
statutory rights. However, the duration of statutorily required warranties, if any, shall be
limited to the maximum extent permitted by law.
Unless you reside in the EU, you acknowledge and agree that, to the maximum extent
permitted by law, the entire risk arising out of your access to and use of the Knowlii
Services and Collective Content, your publishing or booking of any Wizard Chat via the
Knowlii Services, your stay at any Accommodation, participation in any Experience or
Event or use of any other Wizard Service or any other interaction you have with other
Users whether in person or online remains with you. Neither Knowlii nor any other party
involved in creating, producing, or delivering the Knowlii Services or Collective
Content will be liable for any incidental, special, exemplary or consequential damages,
including lost profits, loss of data or loss of goodwill, service interruption, computer
damage or system failure or the cost of substitute products or services, or for any
damages for personal or bodily injury or emotional distress arising out of or in
connection with (i) these Terms, (ii) from the use of or inability to use the Knowlii
Services or Collective Content, (iii) from any communications, interactions or meetings
with other Users or other persons with whom you communicate, interact or meet with as a
result of your use of the Knowlii Services, or (iv) from your publishing or booking of a
Wizard Chat, including the provision or use of a Wizard Chat, whether based on warranty,
contract, tort (including negligence), product liability or any other legal theory, and
whether or not Knowlii has been informed of the possibility of such damage, even if a
limited remedy set forth herein is found to have failed of its essential purpose. Except
for our obligations to pay amounts to applicable Hosts pursuant to these Terms or an
approved payment request under the Knowlii Wizard Guarantee, in no event will Knowlii’s
aggregate liability arising out of or in connection with these Terms and your use of the
Knowlii Services including, but not limited to, from your publishing or booking of any
Wizard Chats via the Knowlii Services, or from the use of or inability to use the
Knowlii Services or Collective Content and in connection with any Accommodation,
Experiences, Event or other Wizard Service, or interactions with any other Users, exceed
the amounts you have paid or owe for bookings via the Knowlii Services as a Guest in the
twelve (12) month period prior to the event giving rise to the liability, or if you are
a Wizard, the amounts paid by Knowlii to you in the twelve (12) month period prior to
the event giving rise to the liability, or one hundred U.S. dollars (US$100), if no such
payments have been made, as applicable. The limitations of damages set forth above are
fundamental elements of the basis of the bargain between Knowlii and you. Some
jurisdictions do not allow the exclusion or limitation of liability for consequential or
incidental damages, so the above limitation may not apply to you. If you reside outside
of the U.S., this does not affect Knowlii’s liability for death or personal injury
arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as
to a fundamental matter or any other liability which cannot be excluded or limited under
If you reside in the EU, Knowlii is liable under statutory provisions for intent and
gross negligence by us, our legal representatives, directors, or other vicarious agents.
The same applies to the assumption of guarantees or any other strict liability, or in
case of a culpable injury to life, limb, or health. Knowlii is liable for any negligent
breaches of essential contractual obligations by us, our legal representatives,
directors, or other vicarious agents. Essential contractual obligations are such duties
of Knowlii in whose proper fulfilment you regularly trust and must trust for the proper
execution of the contract but the amount shall be limited to the typically occurring
foreseeable damage. Any additional liability of Knowlii is excluded.
You agree to release, defend (at Knowlii’s option), indemnify, and hold Knowlii and its
affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from
and against any claims, liabilities, damages, losses, and expenses, including, without
limitation, reasonable legal and accounting fees, arising out of or in any way connected with
(i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the
Knowlii Services or any Knowlii Services, (iii) your interaction with any User, participation in
any Wizard Service, including without limitation any injuries, losses or damages (whether
compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection
with or as a result of such interaction, stay, participation or use, or (v) your breach of any
laws, regulations or third party rights.
16. Dispute Resolution and Arbitration Agreement
This Dispute Resolution and Arbitration Agreement shall apply if you (i) reside in the
United States; or (ii) do not reside in the United States, but bring any claim against
Knowlii in the United States (to the extent not in conflict with Section 21).
Overview of Dispute Resolution Process. Knowlii is committed to participating in a
consumer-friendly dispute resolution process. To that end, these Terms provide for a
two-part process for individuals to whom Section 19.1 applies: (1) an informal
negotiation directly with Knowlii’s customer service team, and (2) a binding arbitration
administered by the American Arbitration Association (“AAA”) using its specially
designed Consumer Arbitration Rules (as modified by this Section 19). Specifically, the
Claims can be filed with AAA online (www.adr.org);
Arbitrators must be neutral and no party may unilaterally select an arbitrator;
Arbitrators must disclose any bias, interest in the result of the arbitration, or
relationship with any party;
Parties retain the right to seek relief in small claims court for certain claims, at
The initial filing fee for the consumer is capped at $200;
The consumer gets to elect the hearing location and can elect to participate live,
by phone, video conference, or, for claims under $25,000, by the submission of
The arbitrator can grant any remedy that the parties could have received in court to
resolve the party’s individual claim.
- Pre-Arbitration Dispute Resolution and Notification. Prior to
initiating an arbitration, you and Knowlii each agree to notify the other party of the
dispute and attempt to negotiate an informal resolution to it first. We will contact you
at the email address you have provided to us; you can contact Knowlii’s customer service
team by emailing us. If after a good faith effort to negotiate one of us feels the
dispute has not and cannot be resolved informally, the party intending to pursue
arbitration agrees to notify the other party via email prior to initiating the
arbitration. In order to initiate arbitration, a claim must be filed with the AAA and
the written Demand for Arbitration (available at www.adr.org)
provided to the other
party, as specified in the AAA Rules.
Agreement to Arbitrate. You and Knowlii mutually agree that any dispute, claim or
controversy arising out of or relating to these Terms or the breach, termination,
enforcement or interpretation thereof, or to the use of the Knowlii Services, the Wizard
Chats, or the Collective Content (collectively, “Disputes”) will be settled by binding
arbitration (the “Arbitration Agreement”). If there is a dispute about whether this
Arbitration Agreement can be enforced or applies to our Dispute, you and Knowlii agree
that the arbitrator will decide that issue.
Exceptions to Arbitration Agreement. You and Knowlii each agree that the following
claims are exceptions to the Arbitration Agreement and will be brought in a judicial
proceeding in a court of competent jurisdiction: (i) Any claim related to actual or
threatened infringement, misappropriation or violation of a party’s copyrights,
trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any
claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent
danger or commission of a crime, hacking, cyber-attack).
Arbitration Rules and Governing Law. This Arbitration Agreement evidences a transaction
in interstate commerce and thus the Federal Arbitration Act governs the interpretation
and enforcement of this provision. The arbitration will be administered by AAA in
accordance with the Consumer Arbitration Rules (the “AAA Rules“) then in effect, except
as modified here. The AAA Rules are available at www.adr.org
or by calling the AAA at
Modification to AAA Rules - Arbitration Hearing/Location. In order to make the
arbitration most convenient to you, Knowlii agrees that any required arbitration hearing
may be conducted, at your option, (a) in the county where you reside; (b) in San
Francisco County; (c) in any other location to which you and Knowlii both agree; (d) via
phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely
the submission of documents to the arbitrator.
Modification of AAA Rules - Attorney’s Fees and Costs. You may be entitled to seek an
award of attorney fees and expenses if you prevail in arbitration, to the extent
provided under applicable law and the AAA rules. Unless the arbitrator determines that
your claim was frivolous or filed for the purpose of harassment, Knowlii agrees it will
not seek, and hereby waives all rights it may have under applicable law or the AAA
rules, to recover attorneys’ fees and expenses if it prevails in arbitration.
Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and
conclusions upon which the arbitrator based the award. Judgment on the arbitration award
may be entered in any court with proper jurisdiction. The arbitrator may award
declaratory or injunctive relief only on an individual basis and only to the extent
necessary to provide relief warranted by the claimant’s individual claim.
Jury Trial Waiver. You and Knowlii acknowledge and agree that we are each waiving the
right to a trial by jury as to all arbitrable Disputes.
No Class Actions or Representative Proceedings. You and Knowlii acknowledge and agree
that we are each waiving the right to participate as a plaintiff or class member in any
purported class action lawsuit, class-wide arbitration, private attorney-general action,
or any other representative proceeding as to all Disputes. Further, unless you and
Knowlii both otherwise agree in writing, the arbitrator may not consolidate more than
one party’s claims and may not otherwise preside over any form of any class or
representative proceeding. If this paragraph is held unenforceable with respect to any
Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect
to such Dispute.
Severability. Except as provided in Section 19.11, in the event that any portion of this
Arbitration Agreement is deemed illegal or unenforceable, such provision shall be
severed and the remainder of the Arbitration Agreement shall be given full force and
Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if
Knowlii changes this Section 19 (“Dispute Resolution and Arbitration Agreement”) after
the date you last accepted these Terms (or accepted any subsequent changes to these
Terms), you may reject any such change by sending us written notice (including by email)
within thirty (30) days of the date such change became effective, as indicated in the
“Last Updated” date above or in the date of Knowlii’s email to you notifying you of such
change. By rejecting any change, you are agreeing that you will arbitrate any Dispute
between you and Knowlii in accordance with the provisions of the “Dispute Resolution and
Arbitration Agreement” section as of the date you last accepted these Terms (or accepted
any subsequent changes to these Terms).
Survival. Except as provided in Section 19.12 and subject to Section 15.8, this Section
19 will survive any termination of these Terms and will continue to apply even if you
stop using the Knowlii Services or terminate your Knowlii Account.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to
the Knowlii Services (“Feedback“). You may submit Feedback by emailing us, through the “Contact”
section of the Knowlii Services, or by other means of communication. Any Feedback you submit to
us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us,
you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual
license to use and publish those ideas and materials for any purpose, without compensation to
17. Applicable Law and Jurisdiction
If you reside in the United States, these Terms will be interpreted in accordance with
the laws of the State of California and the United States of America, without regard to
conflict-of-law provisions. Judicial proceedings (other than small claims actions) that
are excluded from the Arbitration Agreement in Section 19 must be brought in state or
federal court in San Francisco, California, unless we both agree to some other location.
You and we both consent to venue and personal jurisdiction in San Francisco, California.
If you reside in China these Terms will be interpreted in accordance with the laws of
China (“China Laws”). Any dispute arising from or in connection with this Agreement
shall be submitted to the China International Economic and Trade Arbitration Commission
(CIETAC) for arbitration in Beijing which shall be conducted in accordance with CIETAC’s
arbitration rules in effect at the time of applying for arbitration, provided that this
section shall not be construed to limit any rights which Knowlii may have to apply to
any court of competent jurisdiction for an order requiring you to perform or be
prohibited from performing certain acts and other provisional relief permitted under
China Laws or any other laws that may apply to you. The arbitration proceedings shall be
conducted in English. The arbitral award rendered is final and binding upon both
If you reside outside of the United States and China, these Terms will be interpreted in
accordance with Irish law. The application of the United Nations Convention on Contracts
for the International Sale of Goods (CISG) is excluded. The choice of law does not
impact your rights as a consumer according to the consumer protection regulations of
your country of residence. If you are acting as a consumer, you agree to submit to the
non-exclusive jurisdiction of the Irish courts. Judicial proceedings that you are able
to bring against us arising from or in connection with these Terms may only be brought
in a court located in Ireland or a court with jurisdiction in your place of residence.
If Knowlii wishes to enforce any of its rights against you as a consumer, we may do so
only in the courts of the jurisdiction in which you are a resident. If you are acting as
a business, you agree to submit to the exclusive jurisdiction of the Irish courts.
18. General Provisions
Except as they may be supplemented by additional terms and conditions, policies,
guidelines or standards, these Terms constitute the entire Agreement between Knowlii and
you pertaining to the subject matter hereof, and supersede any and all prior oral or
written understandings or agreements between Knowlii and you in relation to the access
to and use of the Knowlii Services.
No joint venture, partnership, employment, or agency relationship exists between you and
Knowlii as a result of this Agreement or your use of the Knowlii Services, provision of
Wizard Chats or receipt of any Wizard Chat Fee or any part thereof.
These Terms do not and are not intended to confer any rights or remedies upon any person
other than the parties.
If any provision of these Terms is held to be invalid or unenforceable, such provision
will be struck and will not affect the validity and enforceability of the remaining
Knowlii’s failure to enforce any right or provision in these Terms will not constitute a
waiver of such right or provision unless acknowledged and agreed to by us in writing.
Except as expressly set forth in these Terms, the exercise by either party of any of its
remedies under these Terms will be without prejudice to its other remedies under these
Terms or otherwise permitted under law.
You may not assign, transfer or delegate this Agreement and your rights and obligations
hereunder without Knowlii's prior written consent. Knowlii may without restriction
assign, transfer or delegate this Agreement and any rights and obligations hereunder, at
its sole discretion, with 30 days prior notice. Your right to terminate this Agreement
at any time remains unaffected.
Unless specified otherwise, any notices or other communications to Users permitted or
required under this Agreement, will be in writing and given by Knowlii via email,
Knowlii Services notification, or messaging service (including SMS). The date of receipt
will be deemed the date on which Knowlii transmits the notice.
If you have any questions about these Terms please email us.