Terms of Service

01Acceptance of Terms

By accessing knightlab.co, booking a discovery call, signing a service agreement, or otherwise engaging with KnightLab, you represent that you are at least 18 years of age, have the legal authority to enter into a binding agreement on behalf of yourself or your organization, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

These Terms apply to all visitors, prospective clients, and active clients. Additional terms specific to a particular engagement will be set out in a written Service Agreement, which, in the event of a conflict with these Terms, will control with respect to that engagement.

02Description of Services

KnightLab provides technology consulting, automation system design and implementation, and ongoing managed services for small and mid-sized businesses. Services may include, but are not limited to:

• Discovery and operational audits to identify automation opportunities
• Design, configuration, and deployment of automation workflows connecting your existing business tools
• Implementation of self-hosted software platforms for booking, client intake, analytics, and electronic document signing
• Ongoing monitoring, maintenance, and modification of deployed systems under a monthly retainer
• Integration of artificial intelligence capabilities as a functional layer within automation systems

The specific scope of services for each engagement is defined in a written Service Agreement executed between KnightLab and the client. Nothing in these Terms obligates KnightLab to accept any particular engagement or to provide services to any particular individual or organization.

03Engagement Process and Service Agreements

No services are provided and no binding service relationship is created until both parties have executed a written Service Agreement. The engagement process proceeds as follows:

• A discovery call is scheduled and conducted at no cost and with no obligation to either party
• KnightLab prepares and delivers a written proposal outlining scope, deliverables, timeline, and pricing
• The client reviews and executes a Service Agreement
• The client submits the applicable setup fee, which initiates the engagement
• An onboarding form is completed by the client to provide the information necessary for KnightLab to begin building
• KnightLab delivers the agreed systems and, if applicable, transitions to an ongoing retainer

KnightLab will not begin substantive work on an engagement until a signed Service Agreement and setup fee have been received. Discovery calls, proposals, and preliminary communications do not constitute a service agreement or create any obligation on either party.

04Fees, Payment, and Billing

Setup fees. A one-time setup fee is due upon execution of the Service Agreement and prior to the commencement of any build work. Setup fees are non-refundable once work has begun, except as otherwise provided in the applicable Service Agreement or required by applicable law.

Monthly retainer. Ongoing managed services are billed monthly in advance. The first monthly retainer payment is due upon delivery of completed systems and initiation of the managed services phase. Subsequent payments are billed on the same day of each calendar month.

Payment processing. Payments are processed via Stripe. By providing payment information, you authorize KnightLab to charge the applicable fees to your designated payment method. All amounts are stated and charged in U.S. dollars.

Late payments. If a payment is not received within 10 days of the due date, KnightLab reserves the right to suspend services until the account is brought current. KnightLab may charge interest on overdue balances at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is less.

Fee changes. KnightLab may adjust retainer pricing with a minimum of 60 days' written notice. Continued use of services after the effective date of a fee change constitutes acceptance of the new pricing.

Taxes. Fees are exclusive of applicable taxes. You are responsible for all sales, use, value-added, or other taxes associated with your purchase, excluding taxes on KnightLab's net income.

05Platform Costs and Third-Party Services

Certain automation workflows require third-party platforms and services that incur variable usage costs, including but not limited to SMS and voice delivery, transactional email sending, artificial intelligence API usage, and fees charged by external services connected to your workflows. These costs are your responsibility and are passed through to you directly.

You will maintain your own accounts with any required third-party platforms and will be responsible for all associated costs billed directly by those providers. KnightLab does not mark up pass-through costs and does not receive a commission or referral fee from any third-party platform unless expressly disclosed.

KnightLab will make reasonable efforts to estimate material variable costs before building any workflow that is likely to generate significant third-party charges. However, actual costs may vary based on usage volume and changes in third-party pricing, which are outside KnightLab's control.

KnightLab is not responsible for the availability, performance, pricing changes, or discontinuation of any third-party platform or service. If a third-party service you rely on becomes unavailable or materially changes, KnightLab will work with you to identify and implement an alternative, which may involve additional setup fees.

06Client Responsibilities

Your engagement with KnightLab depends on your timely participation and cooperation. Specifically, you agree to:

• Provide accurate and complete information in all onboarding forms, discovery calls, and communications
• Respond to requests for information, approvals, or access credentials within a reasonable timeframe
• Maintain valid accounts with any third-party platforms required by your automation systems and ensure KnightLab has the access necessary to configure and maintain those integrations
• Notify KnightLab promptly of any changes to your business operations, tools, or workflows that may affect the systems KnightLab has built or is maintaining
• Use the systems and platforms KnightLab builds exclusively for lawful purposes and in compliance with the terms of service of any connected third-party platforms
• Not attempt to reverse-engineer, modify, or interfere with any systems built by KnightLab without prior written consent

Project timelines and delivery dates are contingent on your timely provision of required information and access. KnightLab is not responsible for delays caused by a client's failure to fulfill these responsibilities.

07Intellectual Property and Ownership

Client ownership of deliverables. Upon receipt of full payment for an engagement, KnightLab assigns to you all right, title, and interest in the automation workflows, configurations, and custom integrations built specifically for your business under that engagement. You own what we build for you.

Underlying tools and platforms. Ownership of underlying open-source software, third-party platforms, and any pre-existing KnightLab tools, frameworks, or methodologies used in the delivery of services is not transferred to you. KnightLab retains all rights to its general knowledge, techniques, processes, and non-client-specific tooling developed in the course of any engagement.

Your content and data. You retain full ownership of all data, content, and business information you provide to KnightLab or that passes through the systems KnightLab builds for you. KnightLab does not acquire any ownership rights in your business data.

Website content. All content on knightlab.co, including text, design, code, and branding, is the property of KnightLab LLC and is protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works from any site content without prior written permission.

08Confidentiality

In the course of an engagement, each party may disclose to the other non-public, proprietary, or confidential information ("Confidential Information"), including business processes, client lists, financial information, technical configurations, and operational data.

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) use Confidential Information only for the purpose of performing or receiving services under the applicable Service Agreement; and (c) not disclose Confidential Information to any third party without prior written consent, except to employees or contractors who need to know and are bound by equivalent confidentiality obligations.

These obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt written notice before such disclosure where permitted.

Confidentiality obligations survive the termination of any Service Agreement for a period of three years.

09Data, Privacy, and Security

KnightLab's collection, use, and handling of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By engaging our services, you acknowledge and agree to our data practices as described in that policy.

In the course of building and maintaining automation systems, KnightLab may access data that flows through your connected platforms. This access is used solely for the purpose of configuring, testing, and maintaining your systems. KnightLab implements reasonable technical and organizational safeguards to protect data accessed in this context.

You are responsible for ensuring that your use of KnightLab's services complies with applicable data protection laws, including obtaining any necessary consents from your own customers or contacts whose data may be processed through the systems KnightLab builds for you. KnightLab acts as a data processor with respect to your customers' data; you are the data controller.

If your business is subject to specific data protection regulations (such as HIPAA, GDPR, CCPA, or sector-specific requirements), you must disclose this prior to engagement. KnightLab will work with you to implement appropriate safeguards, which may affect scope and pricing. KnightLab does not warrant that its standard services satisfy the requirements of any particular regulatory framework without prior agreement.

10Warranties and Disclaimers

KnightLab's warranties. KnightLab warrants that: (a) it has the right to enter into Service Agreements and perform the services described therein; (b) services will be performed in a professional and workmanlike manner consistent with industry standards; and (c) deliverables will materially conform to the specifications set out in the applicable Service Agreement.

Disclaimer of other warranties. Except as expressly stated above, all services and deliverables are provided "as is" and "as available." KnightLab disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. KnightLab does not warrant that services will be uninterrupted, error-free, or free from security vulnerabilities, or that any particular business outcome will result from the use of systems KnightLab builds.

Third-party platforms. KnightLab makes no warranties regarding the availability, reliability, or performance of any third-party software, platform, or service. Interruptions or failures caused by third-party platforms are outside KnightLab's control and do not constitute a breach of these Terms or any Service Agreement.

11Limitation of Liability

To the fullest extent permitted by applicable law, KnightLab's total aggregate liability to you for any claims arising out of or related to these Terms or any Service Agreement — whether in contract, tort, negligence, strict liability, or otherwise — shall not exceed the total fees paid by you to KnightLab in the three months immediately preceding the event giving rise to the claim.

In no event shall KnightLab be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, lost revenue, loss of data, loss of business opportunity, or business interruption, even if KnightLab has been advised of the possibility of such damages.

These limitations apply regardless of the form of action and to the maximum extent permitted by law. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so some of the above limitations may not apply to you.

12Indemnification

You agree to indemnify, defend, and hold harmless KnightLab LLC and its members, officers, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms or any Service Agreement; (b) your use of any systems or deliverables in violation of applicable law or the rights of any third party; (c) your failure to obtain required consents from your own customers or contacts; or (d) any claim that your business data or content infringes or misappropriates any third-party intellectual property rights.

13Term and Termination

Monthly retainer. Either party may terminate an ongoing monthly retainer with 30 days' written notice. Termination does not entitle you to a refund of any prepaid monthly fees, nor does it relieve you of the obligation to pay any fees that have accrued prior to the termination date.

Termination for cause. Either party may terminate a Service Agreement immediately upon written notice if the other party: (a) materially breaches the agreement and fails to cure the breach within 15 days of written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy proceedings; or (c) engages in conduct that is fraudulent, illegal, or harmful to the other party.

Effect of termination. Upon termination, KnightLab will provide you with a reasonable transition period (not to exceed 30 days) during which it will assist in migrating your data and configurations to your own control. All outstanding fees become immediately due and payable upon termination. Sections of these Terms that by their nature should survive termination — including confidentiality, intellectual property, limitation of liability, indemnification, and dispute resolution — will continue in full force after termination.

Website access. KnightLab reserves the right to restrict or terminate access to its website at any time, for any reason, without notice.

14Dispute Resolution

Informal resolution. Before initiating any formal dispute proceeding, you agree to contact KnightLab in writing at the address below and provide a detailed description of the dispute. The parties will make a good-faith effort to resolve the dispute informally within 30 days of the written notice.

Binding arbitration. If the dispute is not resolved informally, either party may submit it to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, as modified by this section. The arbitration will be conducted by a single arbitrator, in English, in New Orleans, Louisiana or by video conference. The arbitrator's award will be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Exceptions. Nothing in this section prevents either party from seeking emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration, or from pursuing claims for unpaid fees in small claims court where eligible.

Class action waiver. You agree to resolve any disputes with KnightLab on an individual basis only. You waive any right to bring or participate in a class action, collective action, or representative proceeding against KnightLab.

15Governing Law

These Terms and any Service Agreements are governed by and construed in accordance with the laws of the State of Louisiana, without regard to its conflict of laws principles. To the extent any dispute is not subject to arbitration under Section 14, you consent to the exclusive jurisdiction of the state and federal courts located in Orleans Parish, Louisiana.

16Changes to These Terms

KnightLab may update these Terms from time to time to reflect changes in our services, legal requirements, or business practices. When we make material changes, we will update the effective date at the top of this page. For active clients, we will provide notice via email at least 30 days before material changes take effect.

Your continued use of our website or services after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you may terminate your service agreement in accordance with Section 13.

17General Provisions

Entire agreement. These Terms, together with any applicable Service Agreement and our Privacy Policy, constitute the entire agreement between you and KnightLab with respect to your use of our website and services, and supersede all prior or contemporaneous agreements, representations, or understandings.

Severability. If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

Waiver. KnightLab's failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision. No waiver is effective unless made in writing and signed by an authorized representative of KnightLab.

Assignment. You may not assign or transfer your rights or obligations under these Terms or any Service Agreement without KnightLab's prior written consent. KnightLab may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

Force majeure. KnightLab is not liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, acts of government, power or internet outages, third-party platform failures, or other events outside KnightLab's control.

No agency. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and KnightLab. KnightLab is an independent contractor.

18Contact Us

If you have questions or concerns about these Terms, or if you need to provide a formal notice under any provision, please contact us:

These Terms of Service were prepared for informational and operational purposes and do not constitute legal advice. KnightLab recommends periodic review by a qualified attorney to ensure continued compliance with applicable laws and regulations.