Welcome to Knobase!

These Terms of Service (“Terms”) govern your access to and use of the Knobase AI ecosystem platform, including associated websites, applications, AI models, analytics, and related services (collectively, the “Service”) provided by Your Company Name (“Knobase,” “we,” “us,” or “our”).

Please read these Terms carefully. By accessing or using the Service, either as an individual user or on behalf of an educational institution (“School”), you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Service.

These Terms constitute a binding legal agreement between Knobase and the users of the Service, including but not limited to authorized administrators (“Administrators”), teachers (“Teachers”), and students (“Students”) of participating Schools, as well as any other individuals accessing the Service (collectively, “Users” or “you”).

1. Acceptance of Terms

By accessing, registering for, or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms and our accompanying Privacy Policy. If you are using the Service on behalf of a School, you represent and warrant that you have the authority to bind the School to these Terms. We recommend implementing a “clickwrap” agreement where users actively agree to these terms before accessing the service, as this method is more likely to be enforceable under Hong Kong law.

2. Eligibility and Account Registration

• Eligibility: Access to the Service is primarily granted through participating Schools that have entered into a separate agreement with Knobase. Student access requires authorization from their School. If specific features allow direct registration, users under 18 must obtain consent from a parent or legal guardian, who agrees to these Terms on their behalf. You must provide accurate, current, and complete information during registration and keep your account details updated.

• Account Security: You are responsible for maintaining the confidentiality of your account credentials (username, password) and for all activities that occur under your account. You agree to notify Knobase immediately of any unauthorized use of your account or any other breach of security. Knobase is not liable for any loss or damage arising from your failure to protect your credentials.

3. The Service

Knobase provides an AI-powered platform designed for educational environments to:

• Facilitate secure interactions.

• Analyze chat history and keywords to provide insights to the School.

• Offer tools potentially related to student wellbeing monitoring, based on aggregated and anonymized data patterns where appropriate.

• The specific features and functionalities available may depend on the subscription level or agreement between Knobase and the School.

4. Use of the Service & Acceptable Use

• License: Subject to your compliance with these Terms and any applicable agreement with your School, Knobase grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for internal educational purposes within your associated School.

• Acceptable Use: You agree not to use the Service:

• For any unlawful purpose or in violation of any applicable laws or regulations.

• To upload, post, or transmit any content that is harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable.

• To impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

• To interfere with or disrupt the integrity or performance of the Service or the data contained therein.

• To attempt to gain unauthorized access to the Service, its related systems, networks, or other user accounts.

• To reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Service or its AI models.

• To misuse AI features, such as attempting to generate harmful content, bypass safety mechanisms, or overload the system.

• To violate the privacy rights of others.

• Knobase reserves the right to suspend or terminate your access to the Service immediately, without prior notice, if you violate these Terms or engage in any conduct deemed harmful to the Service or other Users.

5. Fees and Payment

Access to certain features or the entirety of the Service typically requires a subscription agreement between Knobase and the School. Payment terms, fees, subscription duration, and any applicable renewal policies will be governed by that separate agreement. Unless otherwise stated in the School agreement or required by applicable law (such as consumer protection regulations where applicable), all fees paid are non-refundable. Knobase reserves the right to introduce new fees or change existing fees for specific features or service tiers upon reasonable notice to the subscribing School.

6. Content and Intellectual Property Rights

• Knobase IP: The Service and all materials therein, including, but not limited to, software, AI models, algorithms, text, graphics, images, logos, documentation, and aggregated/anonymized data insights (collectively, “Knobase Content”) are the property of Knobase or its licensors and are protected by intellectual property laws. You may not copy, modify, distribute, sell, lease, or create derivative works based on the Knobase Content or the Service without our express written permission.

• User Content: Users (including Students, Teachers, and Administrators) may input or upload data, text, chat messages, keywords, and other materials (“User Content”) to the Service. As between Knobase and the User/School, the User or their School retains ownership of their respective User Content.

• License to Knobase: By submitting User Content, the School (on behalf of its Users) grants Knobase a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, process, adapt, modify, publish, transmit, display, and distribute such User Content solely for the purposes of:

• Providing, maintaining, securing, and improving the Service (including training AI models, which will utilize anonymized or aggregated data where feasible and legally required).

• Generating insights and analytics for the specific authorizing School.

• Fulfilling its obligations under the agreement with the School.

• Complying with applicable law.

• AI Generated Content: The Service may generate outputs based on User Content or other data (“AI Output”). While you may use the AI Output as permitted by the Service functionality, Knobase retains rights to the underlying AI models and technology. AI Outputs may not be unique, and other users may receive similar results. Knobase makes no claims regarding the copyright status of AI Outputs and users are responsible for ensuring their use complies with applicable laws.

• Responsibility for Content: You are solely responsible for the User Content you submit and for ensuring you have the necessary rights to grant Knobase the license described above. Knobase does not endorse and is not responsible for any User Content.

7. Data Privacy and Student Wellness Data

• Privacy: Your privacy is important to us. Our collection, use, and protection of personal data, including User Content, are governed by our Privacy Policy, which is incorporated by reference into these Terms. We comply with the requirements of the Hong Kong Personal Data (Privacy) Ordinance (Cap. 486).

• Wellness Monitoring: If using features related to student wellness monitoring, you acknowledge that:

• The Service analyzes patterns in User Content (like chat history and keywords) to provide potential insights to authorized School personnel (e.g., counselors, administrators).

• The Service is not a diagnostic tool and does not provide medical, psychological, or crisis counseling advice. Insights are intended solely for informational purposes to support the School’s existing student wellbeing programs.

• Decisions regarding student support or intervention remain the responsibility of the School and its qualified staff.

• Use of sensitive data is subject to strict controls outlined in our Privacy Policy and the agreement with the School.

8. Termination

• By Knobase: We may suspend or terminate your access to the Service at our discretion, without notice, if you breach these Terms, or if the agreement between Knobase and your associated School terminates or expires.

• By School: The School may terminate its use of the Service according to the terms of its agreement with Knobase.

• Effect of Termination: Upon termination, your right to access and use the Service will cease immediately. Provisions regarding Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and Data Privacy shall survive termination. Data retention and deletion policies following termination will be governed by our Privacy Policy and the agreement with the School.

9. Disclaimer of Warranties

The Service is provided “as is” and “as available” without warranties of any kind, either express or implied. To the fullest extent permissible by law, Knobase disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, accuracy, reliability, and non-infringement.

Knobase does not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components. Knobase specifically disclaims any warranties regarding the accuracy, completeness, reliability, or usefulness of any AI Output or wellness-related insights provided by the Service. Such outputs are informational only and not a substitute for professional judgment or advice.

Notwithstanding the foregoing, where applicable Hong Kong law implies conditions or warranties into these Terms that cannot be legally excluded (such as the requirement under the Supply of Services (Implied Terms) Ordinance (Cap. 488) that services be provided with reasonable care and skill), Knobase’s liability for breach of such conditions or warranties will be limited to the extent permitted by law.

10. Limitation of Liability

To the fullest extent permitted by applicable Hong Kong law, Knobase, its affiliates, officers, directors, employees, agents, and licensors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from:

(a) Your access to or use of or inability to access or use the Service;

(b) Any conduct or content of any third party on the Service;

(c) Any content obtained from the Service, including any reliance placed on AI Outputs or wellness insights; or

(d) Unauthorized access, use, or alteration of your transmissions or content.

In no event shall Knobase’s aggregate liability for all claims relating to the Service exceed the amount paid by the relevant School to Knobase for the Service in the twelve (12) months preceding the claim, or one hundred Hong Kong Dollars (HKD 100), whichever is greater.

These limitations shall apply even if Knobase has been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed its essential purpose. Nothing in these Terms shall limit or exclude liability that cannot be limited or excluded under applicable Hong Kong law, including liability for death or personal injury caused by negligence or for fraud, or liability for breach of implied terms under the Supply of Services (Implied Terms) Ordinance where the User is dealing as a consumer and such exclusion is prohibited.

11. Indemnification

You (or the School on behalf of its Users) agree to defend, indemnify, and hold harmless Knobase, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these Terms; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party.

12. Changes to Terms

Knobase reserves the right to modify these Terms at any time. We will provide notice of significant changes by updating the “Last Updated” date at the top of these Terms and/or by notifying the School Administrator via email or through the Service platform. Your continued use of the Service after such modifications become effective constitutes your acceptance of the revised Terms.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (“Hong Kong”), without regard to its conflict of law principles.

Any dispute, controversy, difference, or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach, or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by the courts of Hong Kong, and the parties agree to submit to the exclusive jurisdiction of the courts of Hong Kong.

14. Miscellaneous

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable agreement between Knobase and the School, constitute the entire agreement between you and Knobase concerning the Service.

• Severability: If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

• No Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Knobase’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

15. Contact Us

If you have any questions about these Terms, please contact us at:



Metalympics Limited

Rm 16, Entrepreneurship Centre, 5/F, Core F, Cyberport 3

info@metalympics.org

By using the Knobase Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.