Knight Ops License Agreement

Version 2026-10-08b · Governing law: Arizona

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Contents

    Version 2026-10-08b. These are the standard terms of the Knight Ops License Agreement. Licensee signs online at https://www.knightops.biz/license-sign; the license begins when both parties have signed (Knight Ops may countersign in advance when it approves an application). The version signed by both parties governs.

    Copyright © 2026 Knight Ops, Inc. All rights reserved. This Agreement, the System, the Licensed Materials and the Knight Ops license program are protected by copyright, trade secret and other laws, and by Articles 2, 7 and 10 of this Agreement.

    Mission

    Knight Ops exists to create impact on autopilot and to help elevate consciousness in humanity. It does that by supporting purpose-driven organizations that want to create an impact, giving them back the time to work with their clients and to create the transformations and breakthroughs that elevate consciousness. Knight Ops licenses the System to builders who share this mission and who will hold it as the filter for the clients they choose to serve. Article 5.10 sets out what that means in practice.

    Article 1. Parties and definitions

    1.1 Parties. This License Agreement (the "Agreement") is between Knight Ops, Inc. ("Knight Ops") and the person or business entity named on the signature record ("Licensee"). The "signature record" is the confirmation Knight Ops sends both parties when this Agreement is signed and countersigned, naming each party, the agreement version and the signing details in Article 17.6.

    1.2 Licensee as a business. Licensee may be an individual doing business as a sole proprietor or a business entity. Either way, Licensee is an independent business responsible for its own taxes, licenses and obligations.

    1.3 Definitions.

    Article 2. Grant of license

    2.1 Grant. Subject to this Agreement and timely payment of fees, Knight Ops grants Licensee a non-exclusive, non-transferable, non-sublicensable license during the Term, for use by Licensee and Licensee Personnel only, to use the System and Licensed Materials to:

    2.2 Licensee's own brand; no trademark license. Licensee operates solely under Licensee's own business name and brand. This Agreement grants no license to the Marks, and there is no Knight Ops branding, badge or attribution on Licensee's work or marketing. Licensee may not use the Marks in any business name, logo, domain name, social media handle, website, proposal or advertisement, and may not state or imply that Licensee is Knight Ops or an office, branch, agent or affiliate of Knight Ops. This does not prevent Licensee from answering truthfully if a Client asks what software Licensee uses, or from making a disclosure that the law or Article 5.2 requires.

    2.3 No sublicensing or sharing with other builders. The license is for Licensee's own business only. Licensee will not sublicense, resell, white-label, rent, lend, franchise or otherwise provide the System, the Platform or the Licensed Materials, or access to any of them, in whole or in part, to any other agency, developer, consultant, builder or business, whether or not for a fee. This includes subcontracting builds to another agency that would work in Licensee's workspace or with the Licensed Materials. Every business that wants to use the System needs its own license from Knight Ops. Licensee is responsible for everything done by Licensee Personnel and through Licensee's workspace.

    2.4 Restrictions. Licensee will not, and will not permit anyone else to:

    2.5 No competing system. During the Term and for twenty-four (24) months after it ends, Licensee will not, directly or through an affiliate or anyone acting with Licensee, develop, offer, license, sell or operate a Competing System. At any time, during or after the Term, Licensee will not offer or operate a Competing System that is derived from, or was built using, the Licensed Materials or Confidential Information. This Article 2.5 does not limit Licensee's right to build systems for its own Clients, to build and sell Licensee Products that are not Competing Systems, or to offer any service to anyone, as Article 15 states. The parties agree these limits are reasonable in scope and duration and necessary to protect Knight Ops' trade secrets, copyrights and investment in the System. If an arbitrator or court finds any part of them broader than the law allows, it will be enforced to the maximum extent permitted, and the twenty-four (24) month period after the Term does not apply where the law that governs Licensee does not permit it.

    2.6 Reservation. All rights not expressly granted are reserved by Knight Ops. No right or license is granted by implication, estoppel or otherwise.

    Article 3. Term

    3.1 Initial term. The initial term is twelve (12) months from the Effective Date, paid in advance under Article 4.

    3.2 Renewal. After the initial term, this Agreement continues month to month at the Monthly Fee until either party gives thirty (30) days' written notice of non-renewal.

    3.3 Price changes. Knight Ops may increase the Monthly Fee no more than once in any twelve (12) month period, by no more than ten percent (10%), on at least sixty (60) days' written notice. Licensee may end this Agreement effective on the date of the increase by giving notice before that date.

    Article 4. Fees

    4.1 License fee. Fifteen thousand US dollars ($15,000), consisting of a five thousand dollar ($5,000) license setup fee and a ten thousand dollar ($10,000) first-year license fee. Knight Ops invoices the license fee on the Effective Date, less any price-lock deposit Licensee has paid, and it is due within seven (7) days of the invoice unless the parties agree a payment plan in writing. The fees in this Agreement will be no higher than any price locked by Licensee's deposit terms. Platform access and onboarding begin when the license fee (or the first payment under an agreed plan) is received.

    4.2 Financing. Any financing is provided by an independent third-party lender under that lender's own agreement and disclosures. Knight Ops is not the lender, and Licensee's obligations to the lender are separate from this Agreement.

    4.3 License fee after the first year. From month thirteen (13), one thousand US dollars ($1,000) per month or, at Licensee's choice, ten thousand US dollars ($10,000) per year paid in advance, charged automatically to the card or payment method on file for as long as this Agreement is in place. Licensee may switch between monthly and annual billing at the start of any license year by written notice.

    4.4 Platform fee. Three percent (3%) of Client Revenue. For payments Clients make through Licensee's connected Stripe account on the Platform, the platform fee is collected automatically at the time of payment. For Client Revenue invoiced or collected outside the Platform, Licensee will report it by the tenth (10th) day of the following month and pay the platform fee within fifteen (15) days of the report.

    4.5 Records and audit. Licensee will keep accurate records of Client Revenue for three (3) years. Knight Ops may, on thirty (30) days' notice and not more than once per year, review those records. If an underpayment exceeds five percent (5%) for the period reviewed, Licensee pays the reasonable cost of the review in addition to the amount underpaid. Once a year, on request, Licensee will also confirm in writing that it is complying with Articles 2.3 to 2.5 and Article 10.

    4.6 Late payment. Amounts unpaid fifteen (15) days after the due date may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and Knight Ops may suspend Platform access after written notice and a ten (10) day cure period.

    4.7 Taxes. Fees exclude taxes. Where Knight Ops is required by law to collect sales, use or similar taxes, they are added to the invoice. Each party is responsible for its own income taxes.

    4.8 Cancellation window and refunds. Licensee may cancel this Agreement by written notice within fourteen (14) days after the Effective Date and receive a full refund of the license fee, provided Licensee has not yet logged in to the licensee workspace or received Licensed Materials beyond the onboarding session. Otherwise fees are non-refundable except as stated in Articles 3.3 and 14.4 or where the law requires.

    Article 5. Licensee obligations

    5.1 Independent business. Licensee maintains its own licenses, permits and insurance, including general liability and professional (errors and omissions) insurance in amounts customary for the services Licensee provides.

    5.2 Client contracts. Licensee contracts with Clients in Licensee's own name, sets its own prices, services and terms, and is solely responsible for its Client relationships. Licensee's Client contracts must at minimum (a) state who owns the deliverables, (b) disclose that the Client's system is built with and supported through third-party software, including the Platform, and (c) include the notice in Exhibit B about request tracking and continuity.

    5.3 Platform standards; no control of methods. When using the Platform, Licensee will follow the technical requirements in the Licensee documentation that protect Client data and the Platform (credential handling, the security baseline, and testing a system as a non-administrator user before release). The playbook describing how Knight Ops runs its own client work, and all templates and training, are provided as optional coaching and reference; Licensee is not required to follow them. Knight Ops does not control Licensee's prices, hours, location, staffing, marketing, sales methods, delivery methods or how Licensee otherwise operates its business.

    5.4 Request tracking. The Platform measures the age of Client bug reports and feature requests and alerts Licensee against the recommended service levels in Exhibit B. Licensee sets the service levels it commits to in its own Client contracts.

    5.5 No earnings claims. Licensee will not make statements about income or earnings Licensee or anyone else has made or may make from using the System, and will not make statements on behalf of Knight Ops.

    5.6 Marketing. Licensee's marketing must be truthful, must comply with Article 2.2, and must comply with applicable advertising, email (CAN-SPAM), text messaging (TCPA) and privacy laws.

    5.7 Acceptable use and security. Licensee will keep credentials secure, enable multi-factor authentication where offered, not attempt to access data belonging to Knight Ops or other licensees, and promptly report any suspected security incident.

    5.8 Client data. Licensee is responsible for giving the notices and obtaining the consents needed to process Client data on the Platform and for honoring Client data requests.

    5.9 Tools. Licensee provides and pays for its own AI subscriptions and API keys (including Claude and Claude Code), computers, and third-party services not listed in Exhibit D.

    5.10 Mission and values alignment. Licensee confirms that it shares the mission stated at the start of this Agreement and agrees to operate in alignment with it. In particular, Licensee will:

    Licensee keeps full control of which aligned Clients it serves, how it prices and delivers its work, and how it runs its business, as Article 5.3 states. This Article 5.10 sets a standard of conduct and a standard for the purposes the System is used for; it is not a control on Licensee's methods of operation.

    Article 6. Knight Ops obligations

    6.1 Platform. Knight Ops will use commercially reasonable efforts to keep the Platform available, excluding scheduled maintenance and events outside its reasonable control, and will give reasonable advance notice of scheduled maintenance that is expected to cause significant downtime.

    6.2 Updates. Knight Ops may update the System at any time. Knight Ops will not remove a core capability listed in Exhibit D during the initial term without providing a reasonable substitute.

    6.3 Training and support. Knight Ops provides the training and support described in Exhibit D.

    6.4 Continuity seat. With the Client's consent in the Client contract, Knight Ops may hold a continuity seat on Client systems built on the Platform so that Clients are not stranded if Licensee stops operating (Article 14.5).

    6.5 What Knight Ops does not do. Knight Ops does not supply Clients, customers, leads, accounts or locations to Licensee, and does not guarantee that Licensee will obtain any Client, revenue, profit, search ranking or answer-engine placement.

    Article 7. Intellectual property

    7.1 Knight Ops property. Knight Ops owns all right, title and interest, including all copyright, trade secret, patent and other intellectual property rights, in the System, the Platform, the Licensed Materials, the Marks and the Knight Ops license program and its materials (including their structure, sequence, organization, prompts, templates, playbooks, curriculum, recordings and documentation), and in all improvements, modifications and derivative works of them, whoever makes them, including improvements based on Licensee's suggestions. To the extent Licensee acquires any right in such an improvement or derivative work, Licensee assigns it to Knight Ops. This Article 7.1 does not apply to Licensee's Client deliverables or Licensee Products, except for the Knight Ops components in them (Article 7.3).

    7.2 Licensee property. Licensee owns its business name, brand, Client relationships and Client contracts.

    7.3 Client deliverables and Licensee Products. As between Knight Ops and Licensee, code and content created for a specific Client and delivered under a Client contract may be owned by the Client as that contract provides, and Licensee owns the Licensee Products it builds, except that the System, prompts, templates and reusable components remain Knight Ops property. Each Client, and Licensee for each Licensee Product it built during the Term, receives a perpetual, non-exclusive, royalty-free right to use, modify and maintain those components as incorporated in that specific system or product, which survives termination. That right does not include extracting the components for separate use, or using them to build new systems after the Term or to build a Competing System.

    7.4 Feedback. Licensee grants Knight Ops a perpetual, royalty-free license to use any feedback or suggestions.

    7.5 Trade secrets. Prompts, skills, playbooks, the build process and the unpublished parts of the System are Knight Ops trade secrets and Confidential Information.

    7.6 Copyright notice. Copyright © 2026 Knight Ops, Inc. All rights reserved. The Licensed Materials and the license program materials are original works of authorship protected by United States copyright law and international treaties; Knight Ops' methods and know-how are protected as trade secrets and by this Agreement. Licensee will keep all copyright and confidentiality notices on the Licensed Materials and will not register, claim or assert any copyright, trademark or other right in the Licensed Materials, or in anything derived from them, other than its rights under Article 7.3.

    Article 8. Data and privacy

    8.1 Roles. For Client data processed on the Platform, Licensee (or its Client) is the controller and Knight Ops acts as Licensee's processor or sub-processor. Knight Ops processes Client data only to provide the Platform and as Licensee instructs, under the data processing terms in Exhibit E.

    8.2 Subprocessors. Knight Ops uses subprocessors for hosting, database, email delivery, payments, AI model providers and meeting transcription, will provide the current list on request, and will give notice of material changes.

    8.3 Export and deletion. Licensee may export its data at any time. On termination, Knight Ops keeps Licensee data available for export for thirty (30) days, then deletes or anonymizes it except where law requires retention.

    Article 9. Relationship of the parties

    9.1 Independent contractors. The parties are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, joint venture or fiduciary relationship. Licensee has no authority to bind Knight Ops.

    9.2 Nature of the license. This Agreement is a license of software and materials. Licensee receives no license to the Marks, no territory, and no locations, accounts or customers from Knight Ops, and Knight Ops does not prescribe a marketing plan. The limits in Articles 2.3 to 2.5, 7 and 10 protect Knight Ops' software, copyrights and trade secrets; they do not control how Licensee markets, prices, staffs or operates its business. If a law applies to this relationship that requires a registration, disclosure or other step, the parties will cooperate to comply before the step is required.

    Article 10. Confidentiality

    This Article 10 is the parties' non-disclosure agreement. It applies from the first disclosure, including disclosures made before this Agreement was signed during the application, calls and onboarding.

    10.1 Confidential Information. "Confidential Information" means non-public information a party discloses to the other, in any form, that is marked confidential or that a reasonable person would understand to be confidential. Knight Ops' Confidential Information includes, whether or not marked: the Licensed Materials; the prompts, skills, templates, module specifications and build prompts; the playbooks, scripts, manuals, sales deck source files, training sessions and recordings; the build process, pipeline, orchestration, automation designs and system architecture; the unpublished parts of the Platform and its code; fees, pricing and any Special Terms; product plans; and information about Knight Ops' clients and other licensees. Licensee's Confidential Information includes its Client lists, Client data and non-public business information.

    10.2 Exclusions. Confidential Information does not include information that the receiving party can show (a) is or becomes public through no fault of the receiving party, (b) it already knew without a duty of confidentiality, (c) it received from a third party with no duty of confidentiality, or (d) it developed independently without using the other party's Confidential Information.

    10.3 Use and protection. The receiving party will use Confidential Information only to exercise its rights and perform its obligations under this Agreement; protect it with at least the care it uses for its own similar information and no less than reasonable care; disclose it only to its personnel (for Licensee, Licensee Personnel) and professional advisers who need it for this Agreement and are bound by written or professional duties of confidentiality at least as protective as this Article 10; and not copy it except as this Agreement allows. Each party is responsible for any breach by the people it discloses to.

    10.4 Client work is not a disclosure. Delivering a Client system or a Licensee Product that contains Knight Ops components as permitted by Article 7.3 is not a breach of this Article 10, provided Licensee does not separately give anyone the prompts, playbooks, templates, training or build process.

    10.5 Required disclosure. If the law or a court requires disclosure, the receiving party may disclose only what is required, after giving the other party prompt notice (where lawful) and reasonable help to seek protective treatment.

    10.6 Return and destruction. Within thirty (30) days after the export window in Article 14.4 ends, or earlier on request, the receiving party will stop using and return or destroy the other party's Confidential Information, including the Licensed Materials and any copies, and confirm this in writing on request. Copies in routine backups or kept to comply with law may be retained, and stay subject to this Article 10.

    10.7 Duration. These obligations apply during the Term and for five (5) years after it ends, and for trade secrets for as long as they remain trade secrets.

    10.8 Notice of misuse. The receiving party will promptly tell the other party if it learns of any unauthorized use or disclosure of the other party's Confidential Information and will help to stop it.

    10.9 Whistleblower notice. Under the federal Defend Trade Secrets Act (18 U.S.C. 1833(b)), an individual is not liable for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a sealed filing in a lawsuit or other proceeding. Nothing in this Agreement limits that right.

    10.10 Remedies. Unauthorized use or disclosure of Confidential Information, or a breach of Articles 2.3 to 2.5 or Article 7, would cause irreparable harm that money damages cannot adequately remedy. The affected party may seek injunctive relief, without having to post a bond to the extent the law allows, in addition to any other remedy, and Licensee will account for and pay over any revenue it received from a sublicense, resale or Competing System that breaches this Agreement.

    Article 11. Warranties and disclaimers

    11.1 Each party warrants that it has authority to enter this Agreement.

    11.2 EXCEPT AS EXPRESSLY STATED, THE SYSTEM AND LICENSED MATERIALS ARE PROVIDED "AS IS". KNIGHT OPS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT AI-GENERATED OUTPUT IS ACCURATE, SECURE OR FREE OF ERRORS. LICENSEE IS RESPONSIBLE FOR REVIEWING AND TESTING EVERYTHING IT DELIVERS TO CLIENTS.

    Article 12. Limitation of liability

    12.1 Neither party is liable for indirect, incidental, special, consequential or punitive damages, or lost profits or revenue.

    12.2 Each party's total liability under this Agreement is limited to the fees Licensee paid to Knight Ops in the twelve (12) months before the event giving rise to the claim.

    12.3 These limits do not apply to amounts Licensee owes under Article 4, a breach of Articles 2.3 to 2.5, Article 7 or Article 10, a party's indemnity obligations, or a party's fraud, gross negligence or willful misconduct.

    Article 13. Indemnification

    13.1 By Licensee. Licensee will defend and indemnify Knight Ops against third-party claims arising from Licensee's services to Clients, Licensee's marketing, or Licensee's breach of this Agreement or law.

    13.2 By Knight Ops. Knight Ops will defend and indemnify Licensee against third-party claims that the System, as provided by Knight Ops and used as permitted, infringes a United States intellectual property right.

    13.3 Procedure. The indemnified party gives prompt notice, reasonable cooperation, and control of the defense to the indemnifying party, which may not settle a claim in a way that admits fault by the indemnified party without its consent.

    Article 14. Termination

    14.1 For cause. Either party may terminate for a material breach not cured within thirty (30) days of written notice.

    14.2 Non-payment. Knight Ops may terminate if any fee remains unpaid thirty (30) days after written notice.

    14.3 Immediate. Knight Ops may suspend or terminate immediately for a serious security threat to the Platform, fraud, or a violation of Article 5.5, and will explain the reason in writing.

    14.3A Values alignment. Knight Ops reserves the right to suspend Licensee's access to the Platform, or to terminate this Agreement, if Knight Ops reasonably determines that Licensee is operating out of alignment with the mission, values and standards in Article 5.10. Knight Ops will give Licensee written notice describing the concern and, except where the conduct is causing or risks causing serious or ongoing harm, ten (10) business days to respond and, where the concern can be remedied, to remedy it. Knight Ops may suspend access during that period. If the concern is not resolved to Knight Ops' reasonable satisfaction, Knight Ops may terminate by written notice. Article 14.4 applies to any termination, and Licensee keeps its Clients and Client contracts.

    14.4 Effect. On termination the license ends. Platform access continues for a thirty (30) day export window. Licensee keeps its Clients and Client contracts. If Knight Ops ends this Agreement other than for Licensee's breach, or discontinues the Platform, Knight Ops refunds the unused portion of any prepaid license fee pro rata. Otherwise prepaid fees are not refunded except as the law requires.

    14.5 Client continuity. If Licensee stops operating, becomes unreachable for thirty (30) days, or terminates without arranging Client transition, Knight Ops may offer continuity services directly to affected Clients. Knight Ops will not otherwise solicit Licensee's Clients during the Term and for twelve (12) months after.

    14.6 Survival. Articles 2.4, 2.5 (for the periods stated), 2.6, 4 (for accrued amounts), 7, 8.3, 10, 11, 12, 13, 14.4 to 14.6, 15, 16 and 17 survive.

    Article 15. Non-solicitation

    15.1 During the Term and for twelve (12) months after, neither party will solicit for employment the other's employees or contractors who were materially involved in this Agreement, except through general advertising not targeted at them. Apart from the limits on Competing Systems in Article 2.5, this Agreement contains no non-compete: Licensee may offer any services to anyone, including building systems for any Client.

    Article 16. Dispute resolution

    16.1 Governing law. Arizona law governs, without regard to conflict-of-law rules, except where the law of Licensee's state mandatorily applies.

    16.2 Negotiation and mediation. The parties will first try to resolve a dispute by good-faith negotiation for thirty (30) days, then by non-binding mediation in Maricopa County, Arizona (or by video), with the mediator's fees shared equally.

    16.3 Arbitration. A dispute not resolved by mediation will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator, seated in Maricopa County, Arizona, with hearings by video where the arbitrator allows. Either party may bring an individual claim in small claims court, and either party may seek temporary or permanent injunctive relief in court to protect its intellectual property or Confidential Information or to enforce Articles 2.3 to 2.5. Where the law of Licensee's state does not permit an out-of-state forum for this Agreement, the arbitration is seated in Licensee's state.

    Article 17. General

    17.1 Assignment. Licensee may not assign this Agreement, including by merger or change of control, without Knight Ops' written consent, which will not be unreasonably withheld, except that Knight Ops may withhold consent to an assignment to anyone who operates a Competing System. Knight Ops may assign it to a successor of its business on notice.

    17.2 Notices. Notices must be in writing and sent by email with confirmation, or by courier, to the addresses on the signature page.

    17.3 Entire agreement. This Agreement, including its exhibits and any signed price-lock deposit terms, is the entire agreement on its subject and supersedes all prior discussions. No statement on a website, call or email changes it.

    17.4 Amendment. Amendments must be in writing and signed or electronically accepted by both parties.

    17.5 Severability. If any provision is unenforceable, the rest remains in effect and the provision is enforced to the maximum extent permitted.

    17.6 Electronic signature and records. Each party consents to sign this Agreement, and to receive this Agreement and notices under it, electronically. Licensee may sign by typing its full legal name on the Knight Ops signing page and confirming its intent to sign; that signature has the same effect as a handwritten signature under the federal Electronic Signatures in Global and National Commerce Act and the applicable Uniform Electronic Transactions Act. Knight Ops records the agreement version, a SHA-256 fingerprint of the agreement text, the signer's name, business name, email, IP address, browser and time, and emails the signer a copy. Knight Ops countersigns electronically in the same way, either after Licensee signs or in advance when it approves Licensee's application. Once the Agreement is signed by both parties, Knight Ops emails each party the completed Agreement as a PDF, together with any Special Terms Addendum signed with it.

    Exhibit A. Fee schedule

    ItemAmountWhen
    License setup$5,000At signing
    First-year license$10,000At signing
    Price-lock deposit (if paid)$1,000 creditApplied at signing
    License fee after year one$1,000 per month, or $10,000 per yearFrom month 13, charged automatically
    Platform fee3% of Client RevenueAt payment (on Platform) or monthly (off Platform)

    Continuity packages: Knight Ops recommends that Licensee offer Clients an ongoing continuity package for automated bug fixes and feature requests. Licensee decides whether to offer one and sets its own price.

    Request typeRecommended service level
    Critical bug (system down, data at risk)First response within 24 hours
    High-priority bugResolved or scheduled within 72 hours
    Other bugResolved or scheduled within 7 days
    Feature requestScoped and answered within 14 days
    Claimed item with no progressFlagged after 48 hours

    The Platform records the age of each open request and alerts Licensee as these levels are approached and passed. Licensee's Client contracts include this notice, or one to the same effect: "Your system is built and supported with third-party software, including the Knight Ops platform. Requests you submit are tracked so they are handled on time, and if your provider stops operating, Knight Ops may contact you to help keep your system running."

    Exhibit C. No branding

    Licensee's websites, proposals, client portals, emails, advertising and deliverables carry Licensee's brand only. They do not display the Knight Ops name, logo, badge or any "built on" or "powered by" attribution. The only references to Knight Ops permitted are truthful answers to a Client's question about the software Licensee uses and the disclosures required by Article 5.2 and Exhibit B.

    Exhibit D. Training and support

    Exhibit E. Data processing terms

    For Client personal data processed on the Platform, Knight Ops will: process it only to provide the Platform and on Licensee's documented instructions; ensure personnel who access it are bound by confidentiality; maintain appropriate technical and organizational security measures; use only subprocessors bound by data protection terms at least as protective as these, and give notice of material changes; assist Licensee in responding to data subject requests; notify Licensee without undue delay, and in any case within seventy-two (72) hours, after confirming a personal data breach affecting that data; delete or return the data at the end of the export window in Article 8.3 unless law requires retention; and make available the information reasonably needed to show compliance with these terms. Where data is transferred across borders, Knight Ops will use a lawful transfer mechanism.