TERMS AND CONDITIONS

These are the terms and conditions governing the use of this Website and the Contract that operates between You and Knapsack.

Interpretation

The following definitions and rules of interpretation apply in these Conditions.
1. Definitions
  
  „Billing date” – the date on which a Subscription will get renewed and the payment will get collected.
  
  „Charges” – the charges payable by the Customer for the supply of the Services in accordance with Clause 7;
  
  „Conditions” – these terms and conditions.
  
  „Contract” – the contract between You and the Knapsack for the supply of Services in accordance with these Conditions.
  
  „Customer” or „You” – the person or firm who purchases Services from the Supplier.
  
  „Documentation” – documentation that includes instructions for the integration of Knapsack Pro with the Customer’s project and CI provider available at: https://docs.knapsackpro.com/.
  
  „Free Trial” – the period during which the Customer may trial the Services without charge.
  
  „Individual Account” – the Customer’s unique panel on the Supplier’s Platform, activated after completing the registration process, which is required to use the Services;
  
  „Intellectual Property Rights” – patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  
  „Knapsack”, „Supplier” or „We” – KNAPSACK Spółka z ograniczoną odpowiedzialnością, seated in Kraków, ul. Rakowicka 10B/4, 31-511 Kraków, entered under KRS no. 0000894599 in the National Court Register kept by the Local Court for the Kraków-Śródmieście, 11th Commercial Department of the National Court Register, with Taxpayer Identification Number (NIP): 675-17-48-914.
  
  „Services” – the services provided by the Supplier to Customers, consisting of giving Customers access to a Software, which allows the Customer to run its automated tests in a more optimized way.
  
  “Software” or “Knapsack Pro” – Knapsack Pro software, which the Supplier provides to the Customer as a Service.
  
  „Subscription” – the Customer’s temporary right to use Knapsack Services.
  
  „Subscription Fee” – an amount of money the Customer is required to pay the Supplier for the Subscription. The Subscription fee varies depending on the type of Subscription.
  
  “Subscription period” – the length of time between the payments the Customer is required to pay the Supplier.
  
  “Subscription plan” – Subscription type with specific features.
  
  “Committer” – each individual user who triggers builds on Customer’s CI, which subsequently activates the use of the Software.
  
  „Website” – The Knapsack website available at: https://knapsackpro.com/.
2. Interpretation:
  1. Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression, be construed as illustrative and not limit the sense of the words, description, definition, phrase or term preceding those terms.
  2. A reference to writing or written includes e-mail.
General Provisions
1. Knapsack warrants to You that the Services will be provided using reasonable care and skill.
2. Knapsack takes necessary steps to ensure that the Website functions properly, to the extent resulting from the current technical knowledge and undertakes to remove any irregularities reported by You within a reasonable time.
3. You are obliged to:
  1. co-operate with the Supplier in all matters relating to the Services;
  2. provide the Supplier with such information as the Supplier may reasonably require in order to supply the Services and ensure that such information is complete and accurate;
  3. use the Services provided by Knapsack in accordance with these Conditions, provisions of generally applicable laws, as well as accepted norms and standards.
4. You may not misuse our Website by knowingly introducing viruses, trojans, worms, logic bombs, DoS (Denial-of-service attack) or other material that is malicious or technologically harmful. You may not attempt to gain unauthorised access to Services, the server on which our Website is stored or any server, computer or database connected to Services.
5. The minimum technical requirements, which must be met in order to cooperate with our ICT system and use our Website are as follows: (1) a PC, laptop or other multimedia devices with an Internet connection; (2) e-mail access and a valid email address; (3) An Internet browser: Mozilla Firefox ver. 108 or higher, Edge ver. 89 or higher, Opera ver. 76 or higher, Google Chrome ver. 89 or higher, Safari ver. 16.4 or higher; (4) The recommended minimal screen resolution is 1024x768.
6. The technical requirements, which must be met in order to use our Services are specified in the Documentation.
7. You are not allowed to:
  1. use the Website and our Services with the intention of running a business that would be harmful to Knapsack’s interests, is in a conflict with the law, morality or would violate third party’s personal rights,
  2. supply our Website with unlawful content.
Services
1. The Services we supply consist of granting access to a software that allows you to run your automated tests across your parallel CI nodes in a more optimized way. This allows you to run faster CI builds and save time. In order to use our Services, you must create an Individual Account and then integrate your system with Knapsack Pro, in accordance with the Documentation available on our Website in the Docs tab.
2. The Contract for the Supply of Services is concluded when you first use the Knapsack Pro API.
Individual Account
1. In order to use the features of our Services, you must register for an Individual Account.
2. To sign up for an Individual Account you must enter your e-mail in a registration form on our Website.
3. No credit card information is required during the registration process.
4. Full acceptance of present Terms and Conditions and the Privacy Policy is necessary for creating the Individual Account.
5. After the submission of a registration form, the Customer will receive e-mail confirmation of registration of the Individual Account. With that, the Customer is given full access to the Customer’s Account.
6. After the registration process, you can sign into your Account by either providing us with your email address and using the one-use link sent via email or by entering your password.
7. Within your Individual Account you can, among other functionalities, create new projects, add team members, view your build metrics and billing details.
8. You are obliged to use your best efforts to maintain confidentiality and not to disclose the Password and other Account details to third parties.
9. You must notify Knapsack immediately upon becoming aware of any breach of security or unauthorized use of the Individual Account. Additionally, you should immediately change the Password, using the appropriate functionalities within the Individual Account.
10. You may not use a username constituting the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity without their appropriate authorization, nor a name that is otherwise offensive or vulgar.
Free trial period
1. After the registration process you will have a free 14 day trial period.
2. The days of the free trial period count only when you use Knapsack Pro API. If the Knapsack Pro API is not used on a particular day, then this day will not count towards the 14 day trial period.
3. When you exceed the initial 14-day trial period, your account remains active and we shall send you an e-mail notification with a request to pay the adequate Subscription fee.
4. If payment of the Subscription fee is delayed, we may block your access to the Knapsack Pro API, after setting an additional deadline of no less than 7 days for payment of the Subscription fee.
5. In the case described above in Clause 5.4, your access to the Knapsack Pro API will be unblocked after payment of the Subscription fee.
6. At any time and without notice, Knapsack reserves the right to modify the terms and conditions of the Free Trial offer or cancel such a Free Trial offer.
Subscription
1. Knapsack’s Services are provided on a periodical Subscription basis.
2. Subscription Fee depends on the number of Committers. The number of Committers is determined by Knapsack based on data about the use of the Software by the Customer. Tools such as Dependabot are also counted as a Committer. We reserve the right to estimate Committer counts in case when they are not detected or look very unreliable compared to the average amongst Customers. We reserve the right to refuse Service to the Customer, in particular if the Customer makes it difficult or impossible to determine the actual number of Committers.
3. We offer three basic Subscription plans:
  1. Free – it is available free of charge, if the number of your Committers does not exceed the limit specified on our Website in the Pricing tab.
  2. Pro - it is available in the form of a monthly Subscription. The Subscription Fee for this Subscription plan depends on the number of Committers. The Subscription Fee per Committer is specified on our Website in the Pricing tab. Knapsack reserves the right to automatically increase the Subscription Fee if the number of Committers for a given Customer increases. The increase in the Subscription Fee will take effect no earlier than the billing month immediately following the increase in the number of Committers. We do not automatically reduce the Subscription Fee if the number of Committers decreases. However, you can contact us and report that the number of Committers has decreased. After positive verification, the Subscription Fee will be reduced to the current number of Committers starting from the next billing month. We will not issue a prorated refund for paid Committers that have not been used.
  3. Enterprise - Subscription terms, Subscription Fee, and features available with this Subscription Plan are individually agreed with the Customer. Knapsack reserves the right to renegotiate the subscription terms, in particular to increase the Subscription Fee if the Customer starts using the Software more intensively (e.g. more Committers will be detected).
4. We also offer two specific Subscription plans:
  1. Open Source – this Subscription plan is available free of charge for an unlimited number of Committers. To qualify for Open Source Subscription, you must meet the following requirements:
    1. the project’s source code must be available in a public location with an OSI-approved license;
    2. the Knapsack Pro Badge must be added to your README Project;
    3. the entity must be of non-commercial nature.
    Notwithstanding the above, We reserve the right to freely select entities that will use our Services on the basis of an Open Source Subscription.
  2. The Knapsack Pro Heroku add-on – this Subscription plan is available and subject to payment via the Heroku Elements Marketplace.
5. After the 14-days free trial period, unless your Subscription is free of charge (i.e. Open Source, Free Plan), we shall send you an e-mail notification with a request to pay the adequate Subscription fee for the first Subscription Period.
6. The day of the month when you paid your first Subscription fee is the Billing date.
7. The Subscription renews automatically for subsequent Subscription Periods, unless you cancel the Subscription.
8. You may cancel the Subscription at any time.
9. Knapsack will charge the applicable Subscription fee for each following Subscription Period on the Billing date. If your Billing date is the 29th, 30th, or 31st of the month, we will charge the Subscription fee on the last day of the month.
10. We may change and modify our Subscription plans, launch new Subscription plans, and also decide to discontinue a specific Subscription plan and shift a given Customer to a different subscription plan at any time. However, any changes to your Subscription plan will apply no earlier than 30 days following notice to you, unless otherwise provided in these Terms or if otherwise agreed upon by You and Knapsack.
11. Your continued use of the Services after the change of the Subscription plan, according to Clause 6.10, constitutes an agreement to new Subscription terms. If you do not agree with the change of the subscription plan, you have the right to reject the change by canceling your Subscription prior to the change going into effect.
12. Any changes to these Conditions will not affect your current Subscription plan unless Knapsack expressly informs you that the changes will apply.
Charges and payment
1. The Subscription fees are stated in USD.
2. Payment for the Services is by direct debit via the external payment system Braintree, operated by PayPal (Europe) S.à r.l. et Cie, S.C.A. with a registered office in Luxembourg.
3. The Customer’s designated credit card will be charged automatically for each following Subscription Period on the Billing date.
4. The payments will be recurring, which means that payments will be made to Knapsack by the method indicated by You, until the Subscription for that Service is terminated by Knapsack or by You.
5. The Subscription fee for every following Subscription period is charged on the Billing date. Subscription fees are charged in advance of the applicable Subscription period.
6. The Customer must cancel the Subscription before the Billing date to avoid being charged for the following Subscription period.
7. By authorising recurring payments, the Customer is authorising Knapsack to store its payment instrument’s data and to process such payments as charges to your designated credit card.
8. Customers with the Enterprise Subscription Plan can choose to pay their Subscription Fee by bank transfer on the basis of an invoice issued by Knapsack. In such a case, the Customer pays the Subscription Fee to the Knapsack's bank account indicated in the invoice and within the time limit specified in this invoice. The date of payment is deemed to be the same as the date of the crediting of Knapsack's bank account.
9. The amount of the applicable Subscription fee can be found on the Billing page within an Individual account.
10. We reserve the right to launch and cancel special offers or change them in line with the provisions of applicable law.
Refund Policy
1. When cancelling your Subscription before it expires you will not be refunded the payment made for the given Subscription period. After cancelling, your account will no longer automatically renew the Subscription and no further renewal charges will be applied to that account.
2. Once the subscription expires, your account will remain active for 2 years. This means you can easily get back to using our services again. After your subscription expires, you must log into your account or use Knapsack Pro API at least once in a two-year period to keep your account active, otherwise it will be deleted. If you decide to continue using the Knapsack Pro service within the time specified above, we will ask you for payment. If you use a type of subscription, which is free of charge (free plan, open source plan) your individual account will be deleted if you do not log into your account or use Knapsack Pro API for two years.
Termination
1. Without affecting any other right or remedy available to it, you may terminate the Contract at any time by cancelling the Subscription. You may cancel the Subscription by checking the appropriate box within your Individual Account in the Billing tab or by submitting a clear notice to Knapsack by e-mail. The Contract will be terminated with immediate effect and prepaid Subscription fees will not be refunded.
2. After cancelling your subscription, you can still use the Knapsack Pro API for the next 14 calendar days. If you exceed the 14-day period, we send you an e-mail notification with request to pay the adequate Subscription fee, according to the current offer available on our Website
3. Without affecting any other right or remedy available to us, We may terminate the Contract with immediate effect (after setting an additional deadline of no less than 30 days to halt infringements) by giving written notice to you, if you:
  1. flagrantly violate the provisions of these Terms and Conditions,
  2. violate accepted norms and standards,
  3. behave in a way, which is offensive to Knapsack or damages our brand reputation.
4. Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect, without setting an additional time-limit, if you use the Services in a manner that violates provisions of the generally applicable law or if you violate the terms of license referred to in Clause 11.
5. We also may terminate the Contract with immediate effect, (after setting an additional time-limit of no less than 30 days for payment), if your payment of the Subscription fee is delayed or if attempts to charge the Subscription fee fails, due to rejection or denial of transaction.
Complaints
1. You may lodge a complaint to us in relation to the operation of our Website or provided Services. The complaint should be submitted in electronic form and sent to our e-mail address: support@knapsackpro.com. The complaint should contain information and circumstances regarding the subject of the complaint and your contact details.
2. We will review your complaint immediately and respond to you not later than within 14 days from the date of the submission of the complaint.
Intellectual Property Rights
1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) will be owned by Knapsack.
2. Knapsack grants to You a paid (subject to Clause 6.3 a. and Clause 6.4 a.), worldwide, non-exclusive license during the term of the Contract to copy the materials (Documentation and Software) for the purpose of receiving and using the Services.
3. Except as expressly stated herein, this agreement does not grant You any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the Documentation.
4. You may not sub-license, assign or otherwise transfer the rights granted in Clause 11.2.
5. This is the grant of a license, not a transfer of title, and under this license you may not:
  1. modify or copy the Website materials unless You hold a license to a specific material (for instance open source library);
  2. attempt to decompile or reverse engineer, translate, create derivative works, decipher, decrypt, disassemble or apply any other process or procedure to derive the source code of any non-open source Knapsack Software;
  3. remove any copyright or other proprietary notations from the materials; or
  4. transfer the non-open source materials to another person or "mirror" the non-open source materials on any other server.
6. You agree to use reasonable efforts to prevent the unauthorized copying of the Software.
7. You may not use the Documentation and the Software for any purpose that is unlawful.
8. The license expires when the termination of the Contract becomes effective, according to Clause 9.
9. Upon the termination of the Contract for any reasons, you must destroy all copies of the non-open source Knapsack Software and any other downloaded materials in your possession whether in electronic or printed format.
10. You agree to grant Knapsack a non-exclusive, royalty-free, non-transferable license to copy and modify any materials provided by You to Knapsack for the term of the Contract for the purpose of providing the Services to You.
Other Services provided electronically
1. Knapsack, in accordance with these Terms and Conditions, provides to You the Individual Account Service - free of charge.
2. The Individual Account Service is available after the registration process, in accordance with Clause 4 of this document. The Service consists of granting You an individual panel in our ICT system, which allows You to use the additional functions of our Website.
3. You are entitled to request discontinuation of our Services aforementioned in Clause 12.1 above. With such a request, the Individual Account is terminated, and we must delete your Individual Account, in accordance with the “Privacy Policy” document, available at our Website.
Data Protection
1. Knapsack is the data controller responsible for your personal data.
2. We apply appropriate technical and organizational means, to ensure the protection of personal data.
3. Detailed information about rules and purposes of processing your personal data are included in the “Privacy Policy” document, available at our Website.
Disclaimer

The materials on our Website are provided "as is". Knapsack makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Knapsack does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on our Website or otherwise relating to such materials or on any sites linked to this site.
Indemnity
1. You agree to defend, indemnify and hold harmless Knapsack against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Documentation, provided that:
  1. You are given prompt notice of any such claim;
  2. Knapsack provides reasonable co-operation to You in the defense and settlement of such claim, at your expense; and
  3. You are given sole authority to defend or settle the claim.
2. Knapsack will defend You, your officers, directors and employees against any claim, according to which your use of the Services or Documentation in accordance with this Contract infringes any patent, copyright, trade mark, database right or right of confidentiality, and will indemnify You for any amounts awarded against You in judgment or settlement of such claims, provided that:
  1. Knapsack is given prompt notice of any such claim;
  2. You provide reasonable co-operation to Knapsack in the defense and settlement of such claims, at Knapsack's expense; and
  3. Knapsack is given sole authority to defend or settle the claim.
3. In no event will Knapsack, its employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on:
  1. a modification of the Services or Documentation by anyone other than Knapsack; or
  2. your use of the Services or Documentation in a manner contrary to the instructions given to You by Knapsack; or
  3. your use of the Services or Documentation after notice of the alleged or actual infringement from Knapsack or any appropriate authority.
4. The foregoing states your sole and exclusive rights and remedies, and our entire obligations and liability, for infringement of any patent, copyright, trademark, database right or right of confidentiality.
Limitation of liability
1. References to liability in this Clause 16 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
2. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
3. Nothing in this Clause 16 shall limit your payment obligations under the Contract.
4. Knapsack will not be responsible for the following types of loss related to the use of our Services and/or Documentation:
  1. loss of profits,
  2. loss of sales or business,
  3. loss of agreements or contracts,
  4. loss of anticipated savings,
  5. loss of use or corruption of software, data or information.
  6. loss of or damage to goodwill; and
  7. indirect or consequential loss.
5. If the performance of any of our obligations under the Contract is prevented or delayed by any act or omission by You or failure by You to perform any relevant obligation, Knapsack shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from our failure or delay to perform any of its obligations.
6. Knapsack makes no warranty that the Services will always be available, uninterrupted or error-free. Knapsack may suspend or withdraw or restrict the availability of all or any part of the Services for business and operational reasons. Knapsack will try to give you reasonable notice of any suspension or withdrawal.
7. Except as expressly and specifically provided in this Contract:
  1. You assume sole responsibility for results obtained from your use of the Services and the Documentation, and for conclusions drawn from such use. Knapsack has no liability for any damage caused by errors or omissions in any information provided to Knapsack by You in connection with the Services;
  2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
  3. the Services and the Documentation are provided to You on an "as is" basis.
8. This Clause 16 survives termination of the Contract.
Force majeure

Knapsack shall not be liable to You under this Contract if it is prevented from or delayed in performing its obligations under this Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that You are notified of such an event and its expected duration.
Final Provisions
1. Knapsack reserves the right to amend these Conditions. Amendments will take place on the day the new Conditions are posted on the Website. Any significant changes to these Conditions will be announced by the appearance of an appropriate message on our Website or by sending an appropriate e-mail.
2. The provisions of these Conditions are in accordance with generally applicable law of Poland.
3. Knapsack may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
4. You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
5. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
6. If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
7. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with the law of Poland.
8. The courts of Poland will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.