Terms of Use

Effective Date: April 2, 2018

Access and use of the Cognant LLC (“Cognant”, “we” or “us”) website located at www.cognant.com, or any Cognant-owned or Cognant-licensed website (collectively the “Site”) are subject to the following Terms of Use (“Terms of Use” or “Agreement”).  These Terms of Use constitute a legal agreement between you and Cognant, Inc.  By accessing and using the Cognant Site, you agree to, and are bound by, the terms and conditions of this Agreement and Privacy Policy. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT USE THE SITE OR THE SERVICES.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Use at any time without further notice by posting the changes to these Terms of Use on this page and will indicate at the top of this page the date these Terms of Use were last revised.  You should periodically visit this page to review the current Terms of Use so you are aware of any revision to which you are bound.  Your continued use of the Site after any such changes constitutes your acceptance of the new Terms of Use.  If you do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Site.  If you choose to register to be a customer of Cognant, you will be subject to the Cognant Trial Agreement, Cognant Master Services Agreement, or any other agreement entered into by you and Cognant, and any applicable insertion orders, campaign terms, and addenda applicable to the services Cognant provides you as described therein.  In the event of a conflict between this Agreement and the Cognant Trial Agreement, the Cognant Trial Agreement shall supersede and control.  In the event of a conflict between this Agreement and the Cognant Master Services Agreement, the Cognant Master Services Agreement shall supersede and control. 

Use of the Site

Minimum Age: You must be an individual person, at least 13 years old to use the Site. By using the Site, you represent and warrant that you are at least 13 years old. 


Site Content, Software and Trademarks: You acknowledge and agree that the Site may contain content or features (“Site Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws.  Except as expressly authorized by Cognant, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Site or the Site Content, in whole or in part.  In connection with your use of the Site, you shall not engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods.  Any use of the Site or the Site Content other than as specifically authorized by Cognant is strictly prohibited. 

The Cognant name and logos are trademarks or registered trademarks of Cognant (collectively, the “Cognant Trademarks”).  Other products and service names and logos used and displayed via the Site may be trademarks or registered trademarks of their respective owners.  Nothing in these Terms of Use or the Site shall be construed as granting, by implication or otherwise, any license or right to use any of Cognant Trademarks or any other trademarks displayed on the Site, without our prior written permission in each instance.  

You are, and shall remain, solely responsible for all content you transmit to us via this Site, the Internet, e-mail, or otherwise, including but not limited to creative, assets, images, ideas, notes, drawings, photographs, concepts, or other information or communications, including any data, questions, or comments (collectively “User Content”).  Unless otherwise set forth in the Cognant Trial Agreement or Cognant Master Services Agreement, User Content shall be and remain Cognant’s sole property, and you hereby grant to us the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, assign, commercialize, sub-license, perform, and display User Content and to incorporate any User Content in other works in any form, media, or technology now known or later developed, with no obligation to pay you any consideration for such User Content.  You agree that you have all rights necessary to transfer to us all ownership rights in User Content submitted to us. 

Account Access Information: You must treat the username, password, and any other piece of information required as part of our log-in feature as confidential.  You agree to notify us immediately of any unauthorized access to or use of the user name or password or any other breach of security, including, but not limited to, if the user name or password is lost.  You also agree to ensure that you exit from the account at the end of each session.  You should use particular caution when accessing the account from a public or shared computer so that others are not able to view or record the password or other account information.  You are solely responsible for any actions taken while logged-in to the account. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time if you have violated any provision of these Terms of Use.

Restrictions: You are prohibited from violating or attempting to violate any security features of this Site, including, without limitation:

  • accessing content or data not intended for you or logging onto a server that you are not authorized to access;
  • attempting to probe, scan, or test the vulnerability of this Site, or any associated system or network, or to breach security or authentication measures without proper authorization;
  • interfering or attempting to interfere with service to any Visitor, host, or network, including, without limitation, by means of submitting a virus to this Site, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”;
  • using this Site to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services;
  • forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting; or
  • attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by us in providing this Site.

Any violation of system or network security may subject you to civil and/or criminal liability.

Beta Features:  Cognant may choose to offer new “beta” features or tools with which its users may experiment on the Site. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Cognant’s sole discretion. These Terms of Use shall apply with full force to such features or tools.

Third Party Material:  Under no circumstances shall Cognant be liable in any way for any content or materials of any third parties on the Site, including, but not limited to, for any errors or omissions in any such content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Cognant and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any content or features available via the Site.  Without limiting the foregoing, Cognant and its designees shall have the right to remove any content that violates these Terms of Use or is deemed by Cognant, in its sole discretion, to be otherwise objectionable.  You agree that you bear all risks associated with the use of any content on the Site, including any reliance on the accuracy, completeness, or usefulness of such content. 

Privacy

The information you submit through the Site is subject to our Privacy Policy, which is incorporated herein by reference. 

Third Party Websites

The Site may provide, or third parties may provide, links or other access to third party websites and resources.  Cognant has no control over such websites and resources and Cognant does not endorse such sites and resources.  You further acknowledge and agree that Cognant shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods or services available on or through any such third party website or resource.  Any dealings you have with third parties found while using the Site are between you and the third party, and you agree that Cognant is not liable for any loss or claim that you may have against any such third party.

Limitation of Liability  

YOU EXPRESSLY UNDERSTAND AND AGREE THAT COGNANT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COGNANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (1) THE USE OF OR THE INABILITY TO USE THE SITE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (5) ANY OTHER MATTER RELATING TO THE SITE.  IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR WITH THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE. 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.  

Disclaimer of Warranties

YOUR USE OF THE SITE IS AT YOUR SOLE RISK, AND THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  COGNANT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND RELATING TO THE SITE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. 

COGNANT DOES NOT GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS AND WARRANTIES THAT ANY OF THE SERVICES (INCLUDING ANY THIRD PARTY PRODUCT, SERVICE, OR COMPONENT) WILL BE OPERABLE AT ALL TIMES OR DURING ANY DOWN TIME (1) CAUSED BY OUTAGES TO ANY PUBLIC INTERNET BACKBONES, NETWORKS, OR SERVERS, (2) CAUSED BY ANY FAILURE OF EQUIPMENT, SYSTEMS OR LOCAL ACCESS SERVICES, (3) FOR SCHEDULED OR UNSCHEDULED MAINTENANCE, OR (4) RELATING TO EVENTS BEYOND COGNANT’S (OR ITS AFFILIATES’) CONTROL. WITHOUT LIMITING THE FOREGOING, COGNANT MAKES NO WARRANTY THAT (I) THE SITE WILL MEET YOUR REQUIREMENTS, (II) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PROMOTED ON OR PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS.

Indemnity and Release

You agree to release, indemnify and hold Cognant and its affiliates, parents, or subsidiaries, and each of their officers, employees, directors, contractors, successors, assigns, and agents harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury arising out of or relating to your access or use of the Site, your connection to the Site, your violation of these Terms of Use or your violation of any rights of any third party.  

General

These Terms of Use constitute the entire agreement between you and Cognant concerning your use of the Site and supersede any prior agreements between you and Cognant with respect to the Site.  You agree to submit any dispute arising between you and Cognant to binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Arbitration under this Agreement shall be conducted in Santa Clara County, California and shall be final and binding upon the parties. Each party shall be responsible for paying for its own attorneys’ fees and costs. Cognant may assign any or all of its rights under this Agreement, in whole or in part, to any successor entity without obtaining your  consent or approval. This Agreement is governed by the laws of the State of California, excluding its conflicts of law rules. Exclusive venue for any action not subject to arbitration hereunder will lie in the state and federal courts located in Santa Clara County, California and you hereby submit to the jurisdiction of such courts. If any provision of this Agreement is held invalid or unenforceable in any jurisdiction, the other provisions herein shall remain in full force and effect in such jurisdiction and shall be liberally construed to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction.  

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.  A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  The failure of Cognant to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.  You shall not assign these Terms of Use without the prior written consent of Cognant, but Cognant may assign or transfer these Terms of Use, in whole or in part, without restriction.  The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.  Cognant may also provide notices to you of changes to these Terms of Use or other matters by displaying notices or links to notices generally on the Site.