Terms of Service

1. Business use only

The Services are provided only to businesses and other organizations for business purposes. They are not offered to consumers. People who use the Services at a Customer's direction (such as administrators, staff, help desk agents, employees and guests) are "Users".

2. Accounts and administrator responsibilities

• The Customer is responsible for its Users and for all activity under its accounts.
• Administrators must keep their security keys, recovery codes and credentials secure and promptly revoke access for people who no longer need it.
• The Customer must provide accurate account information and have the rights and consents needed to submit Customer Data, enroll Users and connect directories such as Microsoft Entra ID.
• The Customer must notify us promptly at security@verifiedknock.com of any suspected unauthorized access to its accounts.

3. Verification results and the Customer's decisions

The Services verify that a person controls a security key or passkey that was enrolled with the Customer. Verification results, receipts and records are evidence to support the Customer's own decisions. They are not a decision, approval or guarantee.

The Customer remains solely responsible for its authorization decisions and their consequences, such as dispensing cash, releasing funds or goods, granting physical or system access, or resetting an account, and for complying with laws and regulations that apply to those decisions. The Services are not an identity-proofing, know-your-customer or anti-money-laundering service.

When the Customer connects Microsoft Entra ID, it authorizes VerifiedKnock to perform the help desk actions that its authorized agents request in its tenant, within the permissions its administrator granted.

4. Acceptable use

The Customer and its Users will not:

• use the Services in violation of law or the rights of others;
• try to gain unauthorized access to the Services, other customers' data or any connected system, or bypass security or usage limits;
• probe, scan or test the Services' vulnerabilities without our written permission (good-faith reports to security@verifiedknock.com are welcome);
• interfere with or overload the Services, or introduce malware;
• reverse engineer the Services, except where the law expressly allows it despite this restriction;
• resell, sublicense or provide the Services to third parties except as an order form allows; or
• use the Services to build a competing product or to enroll or verify people without the notices and consents the law requires.

5. Customer Data

As between the parties, the Customer owns all data it or its Users submit to the Services and the records the Services generate for it ("Customer Data").

The Customer grants VerifiedKnock a limited, non-exclusive, worldwide license to host, process, transmit and display Customer Data only to provide, secure and support the Services, to prevent abuse, and as the law requires. Our Privacy Policy (https://pass.verifiedknock.com/privacy) describes how we handle personal information. A data processing agreement is available to Customers on request.

We may use aggregated, de-identified data about the operation of the Services, which does not identify the Customer or any person, to maintain and improve the Services.

6. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and disclose it only to its employees, contractors and advisors who need to know it and are bound by similar duties.

These duties do not apply to information that is or becomes public without the receiving party's fault, was already known to it, is independently developed, or is lawfully received from a third party. A party may disclose Confidential Information when the law requires, after giving the other party prompt notice where lawful. Customer Data is the Customer's Confidential Information.

7. Intellectual property

VerifiedKnock and its licensors keep all rights, title and interest in the Services, software, documentation and related technology, including improvements. Aspects of the Services are patent pending. Except for the right to use the Services under these Terms, no rights are granted by implication or otherwise.

If the Customer or its Users give us feedback or suggestions, we may use them without restriction or obligation.

8. Fees and payment

Fees, the subscription term, usage limits and payment terms are set out in the applicable order form. Unless the order form says otherwise, fees are non-refundable and exclude taxes, which the Customer pays (other than taxes on our income). We may suspend the Services for amounts more than 30 days overdue after giving written notice.

9. Pilot, trial and beta features

Features or access described as pilot, trial, preview, beta or similar are provided "as is" for evaluation, may change or end at any time, and may have no support or service levels. To the extent the law allows, VerifiedKnock has no liability for them.

10. Disclaimer of warranties

Except as expressly stated in an order form, the Services are provided "as is" and "as available". To the fullest extent the law allows, VerifiedKnock disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Services will be uninterrupted, error-free or able to prevent every fraud or unauthorized access. VerifiedKnock does not claim any third-party certification of the Services unless stated in writing.

11. Limitation of liability

To the fullest extent the law allows, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or data, however caused, even if advised of the possibility.

To the fullest extent the law allows, each party's total liability arising out of or relating to these Terms and the Services will not exceed the fees the Customer paid to VerifiedKnock for the Services in the 12 months before the event giving rise to the liability.

These limits do not apply to the Customer's payment obligations, a party's indemnification obligations, or liability that cannot be limited by law.

12. Indemnification

VerifiedKnock will defend the Customer against any third-party claim alleging that the Services, as provided by us, infringe that third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, combinations with items we did not provide, modifications not made by us, or use in breach of these Terms. If such a claim occurs, we may modify the Services, obtain a license, or end the affected Services and refund prepaid fees for the unused term.

The Customer will defend VerifiedKnock against any third-party claim arising from Customer Data, the Customer's or its Users' use of the Services in breach of these Terms or the law, or the Customer's authorization decisions, and will pay damages finally awarded or agreed in settlement.

The indemnified party must promptly notify the other party of the claim, give it control of the defense and settlement (no settlement may impose obligations on the indemnified party without its consent), and provide reasonable cooperation.

13. Suspension and termination

These Terms apply for as long as the Customer uses the Services. Either party may terminate for the other party's material breach that remains uncured 30 days after written notice. Either party may end a free or pilot use at any time.

We may suspend access immediately, in whole or in part, if needed to prevent harm to the Services, other customers or third parties, to respond to a security threat, or to comply with law. We will give notice where practical and restore access once the issue is resolved.

On termination, the Customer's right to use the Services ends. For 30 days after termination, the Customer may request an export of its Customer Data. After that, we will delete Customer Data under our Privacy Policy and the applicable retention settings, except where the law requires us to keep it. Sections that by their nature should survive termination will survive.

14. Governing law and venue

These Terms are governed by the laws of the State of California, without regard to its conflict-of-law rules. The state and federal courts located in Alameda County, California, have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party consents to their jurisdiction. Either party may seek injunctive relief in any court of competent jurisdiction to protect its confidential information or intellectual property.

15. General

• Changes to these Terms: we may update these Terms by posting a new version here with a new effective date. Material changes take effect 30 days after we notify the Customer by email or in the Services, unless the Customer's order form provides otherwise. Continued use after that date means acceptance.
• Assignment: neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its relevant assets.
• Force majeure: neither party is liable for delays caused by events beyond its reasonable control (other than payment obligations).
• Export and sanctions: the Customer will comply with U.S. export control and sanctions laws.
• Publicity: we will not use the Customer's name or logo without its permission.
• Notices: notices to VerifiedKnock go to support@verifiedknock.com and the address below. Notices to the Customer go to the email address of its account owner.
• Entire agreement: these Terms, any order form and the documents they reference are the entire agreement on this subject. If any provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver. The parties are independent contractors.

16. Contact

VerifiedKnock Inc., 5301 Audubon Park Ct, Fremont, CA 94538-3250, USA.

Email support@verifiedknock.com. Security reports: security@verifiedknock.com. Business inquiries: founders@verifiedknock.com.