← KnowDrive

Terms of Service

Effective date: June 1, 2026 · KnowDrive.ai is a product of Recourse Software Inc.

1. Overview

KnowDrive provides a knowledge-ingestion and retrieval service that converts files a customer provides into individually searchable units ("Atoms") retrievable through its APIs, dashboard, and MCP tools (the "Service"). KnowDrive, KnowDB, and RecourseLLM are properties of Recourse Software Inc. ("Recourse", "we", "us"), a corporation of the Province of Ontario, Canada. KnowDrive.ai is the service website; KnowDrive is the service to which this agreement applies.

This agreement (the "Agreement") is a binding contract between Recourse and the customer identified at signup or in an Order ("Customer", "you"). By accepting it, creating an account, or using the Service, you agree to it. The individual accepting warrants that they have authority to bind the Customer; if you use the Service on behalf of an organization, "Customer" refers to that organization. Capitalized terms not defined inline are defined in Exhibit A.

2. Services

2.1 Ordering. Self-serve plans (Free, Launch, Scale) are ordered through signup and the dashboard; Enterprise plans are ordered through a signed order form (each, an "Order"). Each Order incorporates this Agreement. Not all features are available at every plan level; plan entitlements are as described on the published pricing page or in the applicable Order.

2.2 Use Rights. Recourse grants Customer a limited, worldwide, non-exclusive, non-transferable (except under Section 17.1) right to access and use the Service during the Term in accordance with this Agreement and the Documentation.

2.3 Users & Credentials. Only Customer's authorized users may access the Service, using the credentials and API keys issued for them. Customer will keep credentials confidential, is responsible for all activity under its accounts and keys, and will promptly notify Recourse at hello@knowdrive.ai of any suspected compromise. Organization accounts are responsible for their members' use.

2.4 Restrictions. Customer will not: (a) sell, resell, sublicense, or distribute the Service to third parties, except that embedding the Service's retrieval capabilities in Customer's own products and services within its plan entitlements is permitted and encouraged; (b) use the Service to develop a competing product; (c) reverse engineer, decompile, or attempt to access the Service's source code or non-public models, except to the extent such restriction is prohibited by law; (d) modify or create derivative works of the Service; (e) remove proprietary notices; (f) publish benchmarks of the Service without Recourse's prior written consent; (g) interfere with the Service's operation or circumvent its access controls, tenant isolation, usage metering, rate limits, or free-tier limits (including via multiple accounts); (h) transmit malware or other harmful materials; or (i) use the Service with Prohibited Data or for High Risk Activities. Recourse has no liability arising from Prohibited Data or use of the Service for High Risk Activities.

2.5 Outputs. Search results and machine-generated artifacts returned by the Service — including Atoms, transcripts, OCR, keyframes, and embeddings ("Outputs") — may contain errors or omissions. Customer is responsible for evaluating Outputs before relying on them, and Recourse disclaims liability for inaccuracies in Outputs or for Customer's reliance on them.

2.6 Service Modifications. Recourse may modify the Service, including adding, changing, or discontinuing features. Recourse will not materially degrade the core functionality of a paid plan during a period Customer has already paid for, and will give reasonable advance notice of material discontinuations. Customer's Atoms remain exportable at all times (Section 4.1).

3. Support

For Customers current on payment, Recourse will use reasonable efforts to provide the support included in Customer's plan: email support on Launch, a private support channel on Scale, and 24/7 support with an uptime SLA on Enterprise as set out in the applicable Order. No SLA applies outside an Enterprise Order.

4. Data

4.1 Customer Data. Customer retains all right, title, and interest in the files it submits and the Atoms minted from them, including payloads, transcripts, keyframes, vectors, and provenance ("Customer Data"). Customer grants Recourse a non-exclusive, worldwide right to use, copy, index, process, and store Customer Data solely to provide the Service and Support, to deliver Outputs, and as required by law. Recourse will not use Customer Data to train artificial-intelligence or machine-learning models. Customer may export Atoms, payloads, vectors, and provenance through the API at any time — portability is a feature of the Service, before and after termination (Section 9.3).

4.2 Usage Data. Recourse collects logs, metrics, statistics, and other data about use of the Service, excluding Customer Data content ("Usage Data"), and may process it to operate, secure, meter, bill, and improve the Service. Recourse will not disclose Usage Data to third parties except in aggregated, de-identified form or to its subprocessors.

4.3 Personal Data; DPA. Recourse processes personal information as described in the Privacy Policy. Where Customer Data includes Personal Data of third parties, Customer acts as the party responsible for that data and Recourse processes it on Customer's behalf and instructions. A data processing addendum for business customers is available on request at hello@knowdrive.ai; if executed, the DPA controls over this Agreement with respect to Personal Data. Customer is responsible for obtaining any consents required to upload content containing personal information of others (for example, call or meeting recordings).

4.4 Health Information. The Service is not intended for protected health information regulated under health-privacy laws (including HIPAA and PHIPA) absent a separate written agreement with Recourse covering such data.

4.5 Prohibited Data. Notwithstanding anything else in this Agreement, Customer will ensure Customer Data does not include Prohibited Data (defined in Exhibit A).

5. Customer Obligations

Customer is responsible for the accuracy and legality of Customer Data and represents that it owns or has obtained all rights, disclosures, notices, and consents necessary for Recourse to process Customer Data as described in this Agreement without violating Laws or third-party rights (including intellectual-property, privacy, and publicity rights). Customer is responsible for the hardware, software, and connectivity it uses to access the Service, and for maintaining registration information that is accurate and current.

6. Suspension of Service

Recourse may suspend Customer's access to the Service if: (a) Customer breaches Section 2.4 or Section 5; (b) Customer's account is 30 days or more overdue; or (c) Customer's use risks material harm to the Service, its security or integrity, or other customers. Where practicable, Recourse will give prior notice by email and limit the suspension in scope and duration to what is reasonably necessary. During a payment suspension, ingestion pauses, the free tier's first 500 Atoms remain searchable, and all Atoms remain exportable. A hard stop Customer configures under Section 7 is a billing control, not a suspension.

7. Fees and Taxes

These billing commitments mirror the published pricing page and checkout:

  • Free tier. Customer's first 500 Atoms or 500 MB of logical storage, whichever is reached first, are free indefinitely — any modality — with 10,000 searches per month. No payment card is required to use the free tier.
  • Metered rates. Beyond the free tier, usage bills at the published rates: $1 per 1,000 Atoms (one-time atomization), $0.10 per GB-month of logical storage, and $1 per 10,000 searches. Fees are in US dollars unless an Order states otherwise, and are exclusive of taxes.
  • Plan minimums. Paid plans carry monthly spend floors ($19 Launch, $249 Scale) that metered usage draws against. Minimums do not roll over.
  • Alerts and hard stop. Recourse notifies Customer at 80% of the free tier. Customer may configure a hard stop that pauses ingestion instead of incurring charges; search continues to work while ingestion is paused.
  • Processor. Payments are processed by Stripe; card details are transmitted directly to Stripe and never touch Recourse's servers. Charges appear as KNOWDRIVE.AI, itemized by meter on every invoice. Recourse may seek pre-authorization of a payment card to verify validity.
  • Billing cycle. Metered usage and plan minimums are billed monthly in arrears to the payment method on file. Enterprise Orders invoiced without electronic payment are due within 30 days; late amounts bear interest at 1.5% per month (19.56% annually) or the maximum permitted by Laws, whichever is less.
  • Price changes. Recourse will give at least 30 days' notice of changes to published rates or plan minimums, by email or by notice on the service website; changes take effect at the start of the next billing cycle and never apply retroactively.
  • Refunds. Fees are non-refundable except as expressly provided in this Agreement (Sections 9.2 and 13.4) or required by Laws.
  • Taxes. Customer bears all sales, use, GST/HST, provincial sales, value-added, withholding, and similar taxes, other than taxes on Recourse's net income; where Recourse must collect them, they are added to the invoice.

8. Warranties and Disclaimers

8.1 Mutual Warranties. Each party represents that it is duly organized and validly existing, and has the rights and authority to enter into this Agreement.

8.2 Customer Warranties. Customer represents that it (or the individual accepting) is at least the age of majority in its jurisdiction, has not previously been suspended or removed from the Service, and that its registration and use of the Service comply with Laws.

8.3 Disclaimers. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", AND RECOURSE DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. RECOURSE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT OUTPUTS WILL BE ACCURATE, AND IS NOT RESPONSIBLE FOR DELAYS OR FAILURES OF THE INTERNET OR SYSTEMS OUTSIDE ITS CONTROL. FEATURES MARKED ALPHA, BETA, OR PREVIEW ARE PROVIDED AS-IS AND MAY CHANGE OR BE WITHDRAWN AT ANY TIME. ANY STATUTORILY REQUIRED WARRANTIES ARE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO PARTS OF THIS SECTION MAY NOT APPLY TO CUSTOMER.

9. Term and Termination

9.1 Term. This Agreement starts on acceptance or first use of the Service and continues until terminated under this Section (the "Term").

9.2 Termination. Customer may cancel at any time through the dashboard; cancellation takes effect at the end of the current billing cycle, and accrued metered usage and any applicable plan minimum for that cycle remain payable. Either party may terminate this Agreement if the other: (a) fails to cure a material breach (including payment default) within 30 days of written notice; (b) ceases operations without a successor; or (c) becomes subject to insolvency or bankruptcy proceedings not dismissed within 60 days. If Recourse discontinues the Service entirely, it will give at least 90 days' notice and refund any prepaid fees for the period after discontinuation.

9.3 Effect of Termination. On termination, Customer's access rights and Support cease, except that Customer Data remains available for export through the API for 30 days after termination. After that window, Recourse will delete Customer Data from active systems within 60 days, with residual copies in encrypted backups deleted in the ordinary rotation cycle and remaining subject to Section 14 until deleted. Recourse may retain records required by Laws and minimal billing records.

9.4 Survival. Sections 2.4, 4.2, 7, 8.3, 9.3, 9.4, 11, 12, 13, 14, 15, and 17, and Exhibit A, survive termination, along with accrued payment obligations.

10. Modification of Terms

Recourse may update this Agreement from time to time. For existing Customers, material changes take effect 30 days after notice by email or prominent notice on the service website; other changes take effect when posted, with the effective date above updated. If Customer does not agree to a change, it must stop using the Service and may cancel before the change takes effect; continued use after the effective date constitutes acceptance. Changes never apply retroactively. Except as set out in this Section, this Agreement may be amended only in a writing signed by authorized representatives of both parties; terms on a Customer purchase order or similar business form have no legal effect.

11. Ownership

Each party retains all rights not expressly granted. Customer retains all intellectual-property rights in Customer Data and Outputs. Recourse and its licensors retain all intellectual-property rights in the Service, the Documentation, Usage Data, and all improvements and modifications, including the KnowDrive, KnowDB, and RecourseLLM names and marks. If Customer provides feedback or suggestions, Recourse may use them without restriction or obligation.

12. Limitations of Liability

12.1 Consequential Damages Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR RECOURSE'S SUPPLIERS OR LICENSORS) WILL BE LIABLE FOR LOSS OF USE, LOST DATA (EXCEPT THE EXPORT AND RETENTION OBLIGATIONS EXPRESSLY STATED IN THIS AGREEMENT), LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY.

12.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO RECOURSE UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

12.3 Applicability. These waivers and limitations apply regardless of the form of action — contract, tort (including negligence), strict liability, or otherwise — and even if a limited remedy fails of its essential purpose. They do not apply to Customer's payment obligations, a party's fraud, gross negligence, or wilful misconduct, or any liability that cannot be limited under Laws; and nothing in this Agreement limits non-waivable rights under applicable consumer-protection legislation (including Quebec's).

13. Indemnification

13.1 By Recourse. Recourse will defend Customer against third-party claims that the Service, used as permitted under this Agreement, infringes a patent, copyright, or trademark, or misappropriates a trade secret, and will indemnify Customer against damages, costs, and reasonable legal fees finally awarded or agreed in settlement of such claims.

13.2 By Customer. Customer will defend Recourse against third-party claims arising from Customer Data, Customer's reliance on Outputs, or Customer's breach of this Agreement, and will indemnify Recourse against damages, costs, and reasonable legal fees finally awarded or agreed in settlement of such claims.

13.3 Procedures. The indemnifying party's obligations are conditioned on prompt written notice of the claim, sole control of the defense and settlement, and reasonable cooperation at the indemnifying party's expense. No settlement admitting fault by, or imposing obligations on, the indemnified party may be made without its consent. The indemnified party may participate with its own counsel at its own expense.

13.4 Mitigation. If an infringement claim arises or appears likely, Recourse may procure the right to continued use, replace or modify the affected portion of the Service to be non-infringing, or terminate the affected functionality and refund prepaid, unused fees.

13.5 Exceptions. Section 13.1 does not apply to claims arising from Customer's modifications, combination of the Service with items not provided by Recourse, Customer Data, use in breach of this Agreement, or claims Customer settles without Recourse's consent.

13.6 Exclusive Remedy. This Section 13 states Customer's exclusive remedy and Recourse's entire liability for third-party intellectual-property claims.

14. Confidentiality

14.1 Definition. "Confidential Information" is information one party discloses to the other that the recipient knows or reasonably should know is proprietary or confidential. Recourse's Confidential Information includes non-public terms of an Order and technical performance information about the Service; Customer's includes Customer Data.

14.2 Obligations. The recipient will protect the discloser's Confidential Information, use it only to perform this Agreement or exercise rights under it, and disclose it only to employees, agents, and contractors with a need to know who are bound by obligations at least as protective. On request, the recipient will delete the discloser's Confidential Information, except Recourse may retain what it needs to continue providing the Service and copies in backups (which remain protected until deleted).

14.3 Exclusions. Confidentiality does not apply to information the recipient can document is or becomes public through no fault of its own, was known to it without restriction before disclosure, was rightfully received from a third party, or was independently developed without use of the discloser's Confidential Information.

14.4 Remedies. Unauthorized use or disclosure may cause harm for which damages are an insufficient remedy; the discloser may seek injunctive or other equitable relief in addition to its other remedies.

15. Required Disclosures

Nothing in this Agreement prohibits a disclosure required by Laws, subpoena, or court order, provided (where legally permitted) the disclosing party gives the other party advance notice and reasonably cooperates in any effort to obtain confidential treatment.

16. Publicity

Customer may state publicly that it uses the Service. Recourse may identify Customer by name and logo as a customer in its marketing materials and website, in accordance with any trademark guidelines Customer makes publicly available; Customer may opt out by written notice to hello@knowdrive.ai.

17. General Terms

17.1 Assignment. Neither party may assign this Agreement without the other's consent, except Recourse may assign it to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice to Customer. Unauthorized assignments are void. This Agreement binds successors and permitted assigns.

17.2 Governing Law & Venue. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules and excluding the UN Convention on Contracts for the International Sale of Goods. The parties attorn to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in Toronto, except that either party may seek injunctive relief in any court of competent jurisdiction, and nothing limits mandatory consumer rights to proceed in Customer's home jurisdiction where Laws grant them.

17.3 Legal Fees. The prevailing party in an action to enforce this Agreement is entitled to recover its reasonable legal fees and costs.

17.4 Notices. Notices must be sent by email — to Recourse at hello@knowdrive.ai, and to Customer at the email on its account or Order — and are deemed received the next business day after sending. Recourse may also give notice through the Service.

17.5 Entire Agreement. This Agreement (including Orders, the Privacy Policy, and any executed DPA) is the parties' entire agreement regarding the Service and supersedes prior discussions. If there is a conflict, an executed Enterprise Order controls over this Agreement, and this Agreement controls over the Documentation. Headings are for convenience; "including" means "including without limitation".

17.6 Waivers & Severability. Waivers must be in writing and signed; failure to enforce is not a waiver. If a provision is held unenforceable, it will be limited to the minimum extent necessary and the remainder stays in effect.

17.7 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control — including strikes, war, terrorism, riots, pandemics, Internet or utility failures, government action, and natural disasters — except Customer's payment obligations.

17.8 Independent Contractors. The parties are independent contractors; this Agreement creates no partnership, agency, or joint venture.

17.9 Export Compliance. Customer will comply with applicable export-control and economic-sanctions Laws of Canada, the United States, and its own jurisdiction, and represents that it is not on a restricted-party list, located in an embargoed jurisdiction, or submitting data controlled under arms-control regulations.

17.10 Language. The parties have requested that this Agreement and all related documents be drawn up in English. Les parties ont exigé que la présente convention et tous les documents connexes soient rédigés en anglais.

Exhibit A — Definitions

  • "Atoms" means the individually searchable units the Service mints from Customer's files — byte-faithful fragments carrying provenance to their source.
  • "Documentation" means Recourse's then-current usage guidelines and technical documentation for the Service, available through KnowDrive.ai.
  • "High Risk Activities" means activities where use or failure of the Service could lead to death, personal injury, or environmental damage, including life-support systems, emergency services, nuclear facilities, autonomous vehicles, and air-traffic control.
  • "Laws" means all applicable local, provincial, state, federal, and international laws, regulations, and conventions, including those relating to privacy, data transfer, international communications, and export of data.
  • "Order" means a self-serve plan selection made through signup or the dashboard, or a signed Enterprise order form, in each case incorporating this Agreement.
  • "Personal Data" means information relating to an identified or identifiable natural person, or that constitutes "personal information" or an analogous term under applicable privacy Laws.
  • "Prohibited Data" means: special categories of data under GDPR Article 9(1); protected health information absent a separate written agreement under Section 4.4; payment-card data subject to PCI DSS; government-issued identification numbers (including social insurance and social security numbers); and any data whose processing by the Service would violate Laws applicable to it.
  • "Process" means to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process.

Contact

Recourse Software Inc., Province of Ontario, Canada · hello@knowdrive.ai