1.1: Terms and Conditions
These Terms and Conditions (“Terms and Conditions”) are made and entered into between Knight Scholar, Inc. (“Knight Scholar”), and you, a Client (“Client”), and provide the general guidelines that are applicable and enforceable regarding the services provided by Knight Scholar to Client. Knight Scholar and Client are each a “party” and together the “parties.”
1.2: Definitions (whether or not capitalized)
Acceptance – A valid assent by a Client to the Terms and Conditions or other Agreement created by Knight Scholar, signiKnight Scholarg that a valid contract has been formed for the performance of Knight Scholar products or services. Signing a Knight Scholar proposal, accessing or using a Knight Scholar URL or portal (collectively “Website”), any request for commencement of service, or payment of a Knight Scholar invoice constitutes acceptance of these Terms and Conditions or other associated Agreement. The Terms and Conditions and any associated Agreement are effective on the date of acceptance.
Agreement – Any materials, documents, or written and signed communications interpreted with or integrated into these Terms and Conditions. An Agreement may include, but is not limited to, any additional signed or “clicked” document, such as a Knight Scholar proposal for services or the Knight Scholar Terms of Use that signifies the commencement of services by Knight Scholar. An Agreement does not include other communications by Knight Scholar or Client not specifically identified by Knight Scholar to become part of a written contract. 
Calendar day – Each consecutive day shown on a calendar, including weekends and holidays, beginning at 12:00 midnight.
Communication - Any correspondence, support ticket, email, phone call or other messaging technology used to exchange information between Knight Scholar and a Client. A written communication includes electronic formats such as email, but such communication may require verification of receipt.
Confidential Information - Information concerning a party's business affairs, clients, vendors, finances, properties, procedures, operations, techniques, trade secrets, proprietary business information, business strategies, Confidential Information about third parties lawfully possessed by either Knight Scholar or Client, information about products or services that are not yet released to the public, or other proprietary and/or confidential business information.
Full-Time Equivalent (FTE) - Knight Scholar follows the U.S. Federal Government Accountability Office definition of an FTE, as the total hours worked divided by the maximum number of compensable hours in a full-time schedule per year as defined by law. Additionally, when offered by Knight Scholar, FTE is a unique, discounted, and prepaid service which Knight Scholar may use to provide a Client with dedicated personnel resources.
Knight Scholar Materials - (i) All pre-existing works, inventions, technology, data and materials incorporated or used in association with the design,  development and deployment of a service (including software engineering and server engineering services) or a project,  or work product, and including software (including source, binary, script, text, object or other software forms); (ii) any works related by Knight Scholar pursuant to its performance of services, including but not limited to, any proposed, draft, or preparatory materials that are not incorporated into the service or project; and (iii) all (A) derivatives, improvements, enhancement or extensions of the Knight Scholar Materials, and (B) all ideas, concepts, know-how, and techniques that Knight Scholar may use, conceive of, or first reduce to practice in connection with the services that are not uniquely applicable to Client.
Knight Scholar Technology - Knight Scholar's proprietary technology includes software (source, binary, script, text, object or other software forms), designs, algorithms, architecture, class libraries, objects, documentation (both printed and electronic), Knight Scholar’s confidential information, concepts and inventions identified or embodied in Knight Scholar Materials, and any related intellectual property rights (whether owned by or licensed to Knight Scholar) possessed by Knight Scholar, and also including any derivatives, improvements, enhancements, or extensions thereof conceived, reduced to practice, or developed during the period of these Terms and Conditions by either party that are (a) not uniquely applicable to Client or (b) that have general applicability in the art.
Normal Business Hours – Normal business hours are Monday through Friday, 9:00am – 5:00pm MST (UTC-07:00) excluding Federal and State holidays.
Project - A defined set of services or Work Product to be provided by Knight Scholar to Client in accordance with these Terms and Conditions or associated Agreement.
Ramp-up – An increase to a Client’s FTE resource allocation.
Ramp-down – A decrease to a Client’s FTE resource allocation for a given project.
Service Level Agreement – The Service Level Agreement (“SLA”) is an agreement between Knight Scholar and Client that documents or outlines the type and timing of services to be provided by Knight Scholar to Client.
Service(s) – All services to be provided to Client by Knight Scholar in accordance with an Agreement or as specified on the Services Rate Sheet. Services may include support, development, software engineering or server engineering, marketing, subject matter expertise, and consulting.
Server Engineering – Services related to configuring, implementing, maintaining and supporting servers (including virtual servers) and desktop infrastructure and networks across various locations, including shared multi-server environments, for various operating systems, and managing storage, memory and processing power requirements.
Software Engineering - Services related to analyzing, researching, designing, implementing, testing, and supporting software systems and solutions, including building front-end and back-end architecture, creating algorithms, and analytics.
Terms and Conditions – These terms and conditions, which together with an Agreement as defined above, create an integrated and legally enforceable contract between the parties.
Work Product - All software, materials, designs, documentation, inventions, discoveries, techniques, processes, data, technical and/or business information, specifications, drawings, records, deliverables, and works of authorship originated or prepared by Knight Scholar in the course of rendering services to the Client.
1.3: Services Provided
Upon acceptance of these Terms and Conditions, Knight Scholar agrees to perform and Client agrees to pay for the mutually agreed services for Client subject to these Terms and Conditions.
2.1: Acceptance
These Terms and Conditions and any associated Agreement shall commence upon the acceptance date at which time a valid contract shall be formed between Knight Scholar and Client. The contract shall be binding for the term specified in the Agreement and shall remain in effect until terminated by either Knight Scholar or Client.
2.1: Termination
Knight Scholar or Client may terminate these Terms and Conditions or an Agreement subject to the terms and conditions contained therein. If these Terms and Conditions are terminated, all associated Agreements will be terminated at the same time. For termination by the Client to be effective, a signed written notice (an email or scanned document) must be emailed to and received by Knight Scholar at [email protected] within thirty (30) calendar days prior to the termination date. The Client account must be paid in full prior to termination; otherwise, termination will be deemed invalid until Client’s account is paid in full. Oral termination is not acceptable and will be deemed invalid. The Sections that are continuing in nature, including but not limited to, 3, 4, 8, 9, 11 and 12 herein shall survive termination of these Terms and Conditions or other Agreement. Knight Scholar may terminate these Terms and Conditions or an Agreement by sending Client thirty (30) calendar days’ prior notice, or upon less (or no) notice if Client is not complying with the Agreement. Cancellation or termination of an Agreement may invalidate discounted or pre-negotiated service or labor rates provided by Knight Scholar. In the event that an Agreement is cancelled or terminated, or, in the event that a Client wishes to change, modify, or reduce an existing Agreement, Knight Scholar’s labor rates will be at a rate of $200 per hour.
2.2: Due Diligence
Knight Scholar's performance may rely upon Client’s timely and effective performance of any responsibilities, decisions or approvals. Knight Scholar may rely on all decisions and approvals of Client and reserves the right to use professional judgment when necessary. Client agrees to act or respond in a timely and reasonable manner.
3.1: Confidential Information
The performance of services or duties outlined in these Terms and Conditions or associated Agreement, may require Knight Scholar, Client, or both, to have access to Confidential Information concerning the other party. Additionally, the results of the services provided by Knight Scholar to Client in which Client’s Confidential Information is required for Knight Scholar to perform such services or reach certain results on behalf of Client may be considered to be the Confidential Information of Client and will be protected by Knight Scholar as such upon Client’s request. Knight Scholar and Client will not, directly or indirectly, use, disclose, or cause to be disclosed any Confidential Information of the other party for any reason other than to carry out the purposes of these Terms and Conditions or associated Agreement. The restrictions described in this Section will remain in force during the period of these Terms and Conditions and thereafter in regards to all Confidential Information herein, or, until a party is informed by the party in proper ownership or use of such Confidential Information that certain Confidential Information is no longer considered to be confidential; at which point, only the Confidential Information for which a party has released confidentiality will not be considered to be Confidential Information or such Confidential Information is no longer confidential pursuant to the below:
Confidential Information does not include information that the receiving party can demonstrate:
(a) at the time of disclosure is generally known to the public;
(b) after disclosure becomes generally known to the public through no fault of the receiving party;
(c) is already in the proper possession of the receiving party at the time of disclosure and was not obtained from the disclosing party or from a party with an obligation to hold such information as confidential;
(d) is later obtained by the receiving party on a non-confidential basis from a third party not known by the receiving party to be under an obligation of confidentiality to the disclosing party; or
(e) is later independently developed by the employee or agents of the receiving party which had no access to or knowledge of the Confidential Information and without in any way referencing the Confidential Information of the other party to this Terms and Conditions.
Each party will make best efforts to inform the other party of or remind the other party of the confidential nature of Confidential Information shared with the other party, however, a party’s failure to remind or inform the other party of the confidentiality of Confidential Information that a reasonable person would assume to be confidential in nature will not absolve a party from violating the terms of this Section.
3.2: Protecting Confidential Information
Knight Scholar and Client will require all equity holders, officers, directors, employees, contractors, agents or other representatives to protect any Confidential Information of either party in accordance with the terms of Sections 3.1 and 3.2. Notwithstanding any other limitation set forth in these Terms and Conditions, if a party breaches an obligation to protect the Confidential Information of the other party under these Terms and Conditions, the damaged party shall be entitled to seek equitable relief such as an immediate injunction for any breach of this Agreement, without the need to post bond or other surety, and pursue any other remedies available under these Terms and Conditions, an Agreement, or the law.
4.1: Knight Scholar Materials
Knight Scholar and its licensors will retain exclusive ownership of all Knight Scholar Materials. Client will have no right to use such Knight Scholar Materials in any manner other than as provided by the license granted for the specific Work Product. If Knight Scholar provides software code, Knight Scholar will only provide Client with source code that is not considered to be Knight Scholar Materials as defined herein, unless otherwise agreed between the parties in writing.
4.2: Licensing and Limitations
(I) Work Product. When Knight Scholar receives full and final payment for each project, Knight Scholar will grant Client a non-exclusive license to use a project Work Product for Client’s intended uses. Such license does not include (a) the right of Client to use the Work Product, or license others to use the Work Product, to compete against Knight Scholar or (b) the right of the Client to provide services to third parties or to license the Work Product for any use or purpose. This license is limited to one active installation of the Work Product. To the extent necessary for Client to enjoy its rights in the Work Product, Knight Scholar grants Client a non-exclusive license to use any Knight Scholar Technology which is incorporated in the Work Product. Knight Scholar reserves all rights not expressly granted to Client in these Terms and Conditions or any associated Agreement.
(II) Open Source Software (“OSS”). If Knight Scholar utilizes OSS in the creation of a Work Product, the use of such OSS by Client is subject to the terms and conditions of the applicable third-party OSS license agreement.  Client agrees to comply with all applicable third-party OSS license agreements, and shall indemnify Knight Scholar against any third-party claims in accordance with section 11.1 of these Terms and Conditions.
4.3: Branding
Knight Scholar's logo and branding will remain on all finished Work Product as delivered to Client. Knight Scholar may choose to have its branding removed at any time. If the Client is hosting a website including Knight Scholar branding, Knight Scholar will notify the client in writing and the Client will have thirty (30) calendar days to comply with Knight Scholar's request to remove the branding. Client may request Knight Scholar's logo or branding removed from a Client website if (a) the website is not hosted by Knight Scholar or an Knight Scholar affiliate and (b) the Client pays an additional one-time license fee of $3,000 for the right to use the Work Product without Knight Scholar branding.
5.1: Rates and Billing
Billing for services will be at the rate(s) defined in Services Rate Sheet or otherwise agreed by the parties in writing. A deposit may be due upon execution of an Agreement or these Terms and Conditions, with the deposit amount to be applied toward future billing for any services. Deposits and pre-payments are non-refundable to Client. Knight Scholar’s FTE services are pre-paid and may reflect a discounted rate. Discounted labor rates for FTE services are forfeited if an Agreement is terminated or cancelled prior to the end of the Agreement.
5.2: Agreement Type
Unless otherwise specified on the Services Rate Sheet or agreed to in a notarized document signed by a Managing Director of Knight Scholar, all services will be billed to Client based on Time and Materials (T&M) expended by Knight Scholar to perform Client’s project or services.
5.3: Communication Increments
Any and all communications made between Knight Scholar employees, staff, agents, or other representatives and Client shall be billed in 1/4 (15 minutes) increments.
5.4: Invoicing
Knight Scholar shall invoice Client for services to be performed by Knight Scholar in advance on a monthly basis. Failure to remit payment for an undisputed invoice within thirty (30) days of the billing date will be considered delinquent and may result in Knight Scholar suspending services until payment is received or terminating these Terms and Conditions or applicable Agreement without notice. Client will timely pay all undisputed amounts. Knight Scholar’s standard hourly rate may vary. When necessary or reasonable, Knight Scholar may invoice Client on a bi-monthly (twice-per-month) basis, or as otherwise agreed by the parties for certain services.
5.5: Billing Discrepancies
Any billing problems, discrepancies, or inconsistencies must be identified in writing and delivered to Knight Scholar within thirty (30) days from the date of invoice. Any billing dispute that is not timely delivered to Knight Scholar’s attention will be deemed waived by Client.
5.6: Full-Time Equivalent
Knight Scholar's Full-Time Equivalent (FTE) is a unique, discounted, and prepaid service to provide a Client with dedicated personnel resources.  Due to the nature of the services provided, a Ramp-down or reduction of a Client’s FTE resource allocation must be gradual, requested in writing, and shall not exceed 1.0 FTE per month unless otherwise agreed to by both parties.  A Ramp-up or increase in a Client’s FTE resource allocation is subject to availability and is not guaranteed. Allocated but unused hours within a month may be rolled forward for a period of ninety (90) days.  After such time, unused or unexpended hours shall be forfeited unless otherwise agreed to in writing.  All changes to FTE allocations must be made on or before the 10th day of the preceding month; any request to change an FTE allocation that is received after the 10th will not be effective until the 1st day of the subsequent month, and will not take effect until the 1st day of the month succeeding that subsequent month. A breach of these Terms and Conditions or a breach in an Agreement, including a failure to remit payment, will result in a forfeiture of any discounts in labor rates; the project will be adjusted to Knight Scholar's hourly rate as listed in Services Rate Sheet and Knight Scholar’s hourly rate will be no less than $200 per labor hour.
5.7: Surplus Accounts
Clients with account balances in excess of two thousand ($2,000.00) dollars may be charged maintenance fees. Maintenance fees will be charged at a rate of 1/16th of an FTE per month to each account balance for each surplus month.
5.8: Service-level Agreement
Knight Scholar’s FTE allotment may include both FTE personnel as well as the execution of a Service Level Agreement (SLA).  Service Level Agreements will outline the services provided on behalf of Client by Knight Scholar.  Knight Scholar will respond to requests for services under an FTE or SLA Agreement in a timely and reasonable manner.  Knight Scholar will respond to issue resolution requests in a timely and reasonable manner.  Although Knight Scholar is unable to guarantee issue resolution in a specified time or within a specified timeframe, Knight Scholar will exercise reasonable diligence to address issues on behalf of Client. 
5.9: Invoice Payment
Unless otherwise specified, invoices are payable within thirty (30) days of receipt by Client. If Client fails to pay any charges when due, in additions to other remedies available to Knight Scholar under these Terms and Conditions, an Agreement or the law, Knight Scholar reserves the right to charge Client interest at a rate of 1.5% of any unpaid balance per month, or the maximum amount allowed by law, whichever is lower. Discounts are forfeited if the Client is in breach of any obligations and Client will be liable for Knight Scholar's hourly rate as specified in the Services Rate Sheet. Knight Scholar's hourly labor rate will be at a minimum of $200 per labor hour.  If Knight Scholar must take action to collect delinquent amounts from Client, Knight Scholar will be entitled to recover its costs and expenses (including reasonable attorney fees) from Client.
6.1: Work Product Compliance
Knight Scholar warrants to Client that the functionality of the Work Product developed by Knight Scholar will materially comply with requirements set forth in writing between Knight Scholar and Client.  Discrepancies between requirements and Work Products will be deemed immaterial if related to style, design, or functionality not specifically agreed to in writing, or where Knight Scholar developers are required to use professional or reasonable judgment.  Requirements will be deemed material if they fundamentally relate to key functionality of the Work Product, or if described in such reasonable detail that leaves little or no room for ambiguity. Client must notify Knight Scholar of any discrepancies in Work Product in the manner described in Section 7.1. If the Work Product is software, Sections 6.2 and 6.3 will apply. The warranties in Sections 6.1, 6.2, 6.3, 6.4 and 7.1 are Knight Scholar’s sole warranties for Knight Scholar’s services and Work Product provided to Client. Client’s remedy for Knight Scholar’s failure to provide Work Product in accordance with the requirements of these Terms and Conditions will be for Knight Scholar to correct the non-compliant Work Product or refund certain fees paid by Client in accordance with these Terms and Conditions.
6.2: Defects vs. Bugs (Software)
When the Work Product is software, a defect (or nonconformity) is a substantial deviation from a material provision in an Agreement or other signed writing between Knight Scholar and Client.  Any immaterial, minor, or insignificant deviation, flaw, or fault that does not substantially impact the functionality or characteristics of the software to be provided by Knight Scholar will be considered a software bug or discrepancy and will be tracked or addressed within Knight Scholar’s ticketing system. Client should expect that software creation, development, and implementation may contain software flaws or minor deviations from expected performance or design characteristics.  Knight Scholar will work in a reasonable and diligent manner to minimize software bugs and the impact that software bugs may have on a Client’s products or services.  Client shall have reasonable expectations that software created on Client’s behalf may not be flawless and may contain software bugs; any fixes, alterations, designs, or iterative development processes utilized by Knight Scholar to remedy such bugs or discrepancies is fully within the scope of these Terms and Conditions, any Agreement, and the services provided by Knight Scholar.  The existence of any software bugs or discrepancies shall in no way alleviate Client’s responsibilities to fully perform any and all obligations under these Terms and Conditions or any Agreement.
6.3: Defects and Remedies (Software)
As Client's sole and exclusive remedy for any material, nonconforming or defective Work Product that is software, Knight Scholar will use reasonable efforts upon the receipt of adequate written notice, to correct or cure any such software nonconformity or defect, in a reasonable manner and in a reasonable time. Any software nonconformity or defect identified by Client must be annotated with sufficient detail within Knight Scholar’s ticketing system.  Client must provide a Managing Director at Knight Scholar with adequate written notice of any software nonconformity or defect and must reference engaging Section 11.1 within these Terms and Conditions. If Knight Scholar is unable to correct or cure such software nonconformity or defect, Client may receive a refund of a portion of the fees paid, limited to the maximum amount of any Client fees paid during the sixty (60) calendar days prior to the date of the written notice. As a condition precedent to any such refund to Client by Knight Scholar, Knight Scholar will be provided a reasonable opportunity and a reasonable length of time to correct or cure any such software nonconformity or defect. However, Knight Scholar will not be obligated to correct, cure, or otherwise remedy any software nonconformity or defect if at any time: (i) Knight Scholar has not been notified in writing of the existence and nature of any such nonconformity or defect promptly upon its discovery; or (ii) Knight Scholar is not notified of such nonconformity or defect within thirty (30) days of completion or active operation of the project. In such an eventuality, any necessary correction of the software Work Product , or ancillary services required to be performed by Knight Scholar, will be solely at Client's expense and Client will not be released or relieved, in whole or in part, from its duty to pay Knight Scholar as herein agreed. 
6.4: Patents, Copyrights, and Trademarks
Knight Scholar warrants that the services and Work Product shall not infringe on any existing United States patent, registered Trademark, or Copyright existing at the time of the performance of services. This warranty does not apply to any infringement arising out of services performed or Work Product produced by Knight Scholar and based upon specifications or designs provided by Client to Knight Scholar.  This warranty does not apply to any infringement arising out of Client's use of the services or Work Product in combination with any materials not furnished by Knight Scholar, or Client's use of the services or Work Product in a manner for which they were not designed.  The warranty shall be void if Client or any third party makes any modifications to the services or Work Product provided by Knight Scholar. If the provision or discharge of any element of the services or Work Product  is enjoined as a result of any claim arising out of Knight Scholar’s failure to meet this warranty, Knight Scholar shall, at its option and expense: (i) procure the right to continue to use such element; (ii) replace such element with a comparable element which is non-infringing, provided that such comparable element is acceptable to Client; (iii) modify the services or Work Product so that it becomes non-infringing provided that such modifications are reasonably acceptable to Client; (iv) refund to Client the portion of the fees, limited to the maximum amount of any Client fees paid within the sixty (60) calendar days prior to the claim, if Client paid for the non-compliant element. Any such modified or replacement element shall conform to the Agreement made between Knight Scholar and Client and shall be subject to Knight Scholar's warranties contained in these Terms and Conditions. The remedy specified in this Section 6.2 is Client’s sole remedy for any infringement claims.
6.5: 3rd Party Warranties
At the request of Client, Knight Scholar will, to the extent allowable by law, pass on to Client any warranties for third party hardware and software made by the manufacturers of the same. Knight Scholar makes no warranties of any kind with respect to third (3rd) party hardware, software, services, or other items.  
6.6: Scope of Warranties
The limited warranties set forth in Sections 6.1, 6.2 , 6.3, 6.4 and 7.1 constitute the only warranties made by Knight Scholar with respect to any Agreement, these Terms and Conditions, and all relationships between Knight Scholar and Client.  Any and all other representations, warranties, or guarantees, whether express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, non-infringement, quality, accuracy, performance, or freedom from error are disclaimed and excluded.
7.1: Product Review
Client will have thirty (30) calendar days after receipt of any Work Product (or portion thereof, if they are to be delivered in milestones as set forth in an applicable Agreement) to test, inspect, and review such Work Product. If a Work Product does not materially comply with the requirements Knight Scholar agreed to, Client may request modification of such Work Product by written notice to Knight Scholar. Such notice must specify, in detail, the reasons the Work Product fails to meet the relevant functionality or requirements. Knight Scholar will use reasonable efforts to correct or cure any material deficiencies and provide Client with a revised Work Product in a timely and reasonable manner. Client will have the right to approve or reject the corrected Work Product in accordance with this Section, however approval by Client shall not be unreasonably withheld.
8.1: Independent Contractor
Knight Scholar is an independent contractor and not an employee, agent, joint employer, or joint venture of the Client. Nothing herein shall be construed as inconsistent with that status. Neither Knight Scholar nor Client shall make any representation to any third party that is inconsistent with its status as an independent contractor. Knight Scholar, as an independent contractor, shall be solely responsible for the payment of its own state and federal income taxes and self-employment taxes and the taxes of its employees and contractors, and Client shall not, under any circumstances, withhold or pay such taxes to any government agency, or be responsible to withhold or pay such taxes, except as required by law. As a further condition of this Agreement, and prior to any payment of compensation under this Agreement, Knight Scholar shall complete, execute, and return to Client an Internal Revenue Service W-9 form when necessary by applicable law.
8.2: Work Hours
Knight Scholar shall have the exclusive right to establish the work hours of its personnel that are providing Client services and to control and direct the methods, means, manner, and details of performing its obligations under these Terms and Conditions and any other Agreement between Knight Scholar and Client. The Client shall not direct, control, influence, or obstruct the manner in which Knight Scholar, its personnel, or agents perform or execute obligations on behalf of the Client.  Hours requested outside of normal business hours, to include nights, weekends, and holidays, will be recorded by Knight Scholar as double the hours worked.
9.1: Force Majeure
Neither party will be liable for any delays or failure in the performance of services if such delay or failure is due to causes beyond reasonable control, including, but not limited to, Acts of God, such as severe acts of nature or weather events including floods, fires, earthquakes, hurricanes, or explosions; strikes and labor disputes, delays in transportation, or inability to obtain necessary labor or materials; war, acts of terrorism, pandemics and epidemics due to disease, viruses, or other reason,  social or physical distancing measure; plague, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions; acts of governmental authorities such as expropriation, condemnation, states of emergency, and changes in laws and regulations; and other force majeure events.
10.1: Hosting / Server Management
The parties agree that Knight Scholar shall not perform web hosting services, provide an internet address for storage and access to Client's text, pictures, sound, graphics, video, links, and other data, or perform any other hardware or server management services for Client. At Client’s request, such services may be obtained through an Knight Scholar affiliate under a separate agreement and terms and conditions. Knight Scholar’s software engineering or other services that include deployment of software code to Client’s or a third party’s servers are not hosting or server management services and Knight Scholar has no responsibility to Client for facilitating those activities.
11.1: Cumulative Liability; Indemnity 
Knight Scholar's cumulative liability, if any, to Client for any and all claims whatsoever related to the services, these Terms and Conditions, an Agreement, or the relationship of the parties including, but not limited to, any cause of action sounding in contract, tort, or strict liability, are limited to the maximum amount of any Client fees paid within the sixty (60) calendar days prior to the claim. In no event will Knight Scholar be liable for any loss of profit, revenue, or data; any incidental, special, exemplary or consequential damages, regardless of foreseeability; or any claims or demands brought by Client, even if Knight Scholar has been advised of the possibility of such claims or demands. Except for a breach relating to Confidential Information within Section 3 of these Terms and Conditions or other Agreement, Client will not be entitled to specific performance in connection with these Terms and Conditions or other Agreement.
Client shall defend Knight Scholar against any third-party claim, action, suit or proceeding arising from Client's use of Knight Scholar's services or Client’s failure to comply with these Terms and Conditions or an Agreement and indemnify Knight Scholar for all losses, damages, expenses, and costs incurred by Knight Scholar as a result of a final settlement or judgment entered against Knight Scholar in any such claim, action, suit or proceeding.
12.1: Waiver
The failure of either party at any time to require performance by the other party of any provision hereof shall not affect the full right of such party to require such performance at any time thereafter nor shall the waiver of either party of a breach by the other be deemed to be a waiver of any subsequent breach of such provision.
12.2: Non-Solicitation of Employment
While these Terms and Conditions are in effect and for one (1) year thereafter, both parties agree that they shall not solicitor recruit, directly or indirectly, any of the other party's employees who have performed services for the hiring party pursuant to these Terms and Conditions, to perform similar services for the hiring party, or to serve the hiring party in a similar capacity.
12.3: Non-Hiring of Employees
While these Terms and Conditions are in effect and for one (1) year thereafter, both parties agree that they shall not, directly or indirectly, hire or retain any current or former employee of the other party until such individual has ceased to be an employee of the other party for a period of one hundred eighty (180) calendar days.
12.4: Successor and Assigns
Client may not assign any of its rights or duties under these Terms and Conditions without the prior express written consent of Knight Scholar, which shall not be unreasonably withheld. Subject to the foregoing, these Terms and Conditions shall bind and inure to the benefit of Knight Scholar, Client, and their respective permitted representatives, heirs, successors and assigns.
12.5: Taxes
Any sales, excise, duty or other tax or fee imposed by any government authority on the services shall be the responsibility of Client.
12.6: Severability
If any part of these Terms and Conditions is held void or unenforceable, the remainder of these Terms and Conditions will nevertheless remain in full force and effect.
12.7: Entire Agreement; Governing Law; Dispute Resolution
These Terms and Conditions, together with any Agreement, contains the entire understanding of the parties with respect to the subject matter hereof, and shall be governed by and construed in accordance with applicable state law. The laws of the State of Colorado and rules and regulations pursuant thereto shall be applied in the interpretation, execution, and enforcement of these Terms and Conditions and any Agreement.  Any provision rendered null and void by the operation of this provision will not invalidate the remainder of the Terms and Conditions or any Agreement.
Except for circumstances that allow a party to seek equitable relief under these Terms and Conditions, all claims, disputes, and controversies arising out of or in relation to the performance, interpretation, application, or enforcement of these Terms and Conditions or an Agreement, including but not limited to breach thereof, shall be referred to mediation before, and as a condition precedent to, the initiation of any adjudicative action or proceeding, including arbitration.
Notwithstanding any other limitation set forth herein, if Client breaches an obligation with regard to Knight Scholar Materials, branding, or Knight Scholar Technology under these Terms and Conditions, Knight Scholar shall be entitled to seek equitable relief such as an immediate injunction for such breach, without the need to post bond or other surety, and pursue any other remedies available under these Terms and Conditions or the law.
Except as explicitly set forth in these Terms and Conditions, the parties agree that all actions arising or relating to these Terms and Conditions or any associated Agreement and relating to services provided by Knight Scholar and the relationship of the parties shall be brought exclusively in the state and federal courts located in the state of Colorado. Knight Scholar is a company registered in the State of Colorado, whose principal place of business is Denver, Colorado.
12.8: Amendments.
These Terms and Conditions supersede all prior Agreements or assertions, whether oral or written, between the parties. Knight Scholar may amend these Terms and Conditions contained herein periodically and without notice. The version of the Terms and Conditions in effect at the time services are performed by Knight Scholar for Client will apply to those services.  The current version of the Terms and Conditions are posted at https://www.Knight Scholar.com/terms-and-conditions/.