PLEASE READ THESE COGNICION TERMS & CONDITIONS (“TERMS & CONDITIONS”) CAREFULLY. THESE TERMS & CONDITIONS GOVERN YOUR ACCESS TO AND USE OF THE WEBSITE, INCLUDING ALL INFORMATION, SERVICES AND OTHER CONTENT PROVIDED ON THE COGNICION WEBSITE (COLLECTIVELY, THE “SITE”). BY ACCEPTING THESE TERMS & CONDITIONS OR BY ACCESSING AND USING THE SITE, YOU AGREE THAT: (1) YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS & CONDITIONS; AND (2) THESE TERMS & CONDITIONS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND COGNICION LLC (“COGNICION”). IF YOU DO NOT AGREE TO THESE TERMS & CONDITIONS, YOU ARE NOT PERMITTED TO ACCESS OR USE THE SITE.
ARBITRATION AND WAIVER OF CLASS ACTION NOTICE
THESE TERMS & CONDITIONS CONTAIN A BINDING ARBITRATION AGREEMENT INCLUDING A WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. ADDITIONAL DETAILS ARE SET FORTH IN THE “ARBITRATION AGREEMENT” SECTION BELOW.
- Minimum Age
You represent that you are at least 18 years of age (or the age of majority in the State in which you reside). If you are under the age of 18 (or the age of majority in the State in which you reside), but at least 13 years of age, you may use the Site only under the supervision of your legal guardian who has agreed to be bound by these Terms & Conditions. This Site is not intended for, and you may not use this Site if you are under 13 years of age.
Cognicion reserves the right to modify and update these Terms & Conditions, as well as any aspect of the Site at any time in its sole discretion. Your continued access to or use of the Site will constitute your acceptance of any modifications and updates made by Cognicion.
- Site Content
The Site, including all information, services, images, logos, trademarks, graphics, software, and other content made available by Cognicion on the Site (collectively, the “Site Content”) are the sole property of Cognicion, its affiliates or their licensors and are protected by copyright and other laws, both in the United States and in other countries. You may not reproduce, modify, republish, distribute, resell, broadcast, reverse-engineer, create derivative works from or otherwise exploit in any manner, in whole or in part, the Site Content, except to the extent expressly permitted by Cognicion. You may download and copy Site Content made available to you on the Site for your personal and noncommercial use, provided that you keep intact any copyright or other proprietary notices displayed therein. Except for this limited license, Cognicion does not convey any interest in or to the Site Content. All rights not expressly granted herein are reserved by Cognicion, its affiliates and their licensors.
- Third-Party Services
The Site may include links to or plug-ins of third-party websites, apps or services that may be operated by companies not affiliated with Cognicion. The inclusion of such links or plug-ins on the Site is provided solely as a convenience to you, and Cognicion makes no representations or warranties regarding any such third-party website, app or service. If you choose to click on any link to or plug-in of a third-party website, app or service, you understand that you are connecting directly to the third-party website, app or service and will be subject to any Terms & Conditions, policies and privacy practices of such third party.
- Acceptable Use Policy
You agree that you will not use the Site in a manner that: (1) constitutes a criminal offense, gives rise to civil liability, or otherwise violates any local, state, national, or international law; (2) introduces any computer viruses, malware, bots, worms, Trojan horses or other harmful, disruptive, or destructive materials that limit the functionality of any computer software, hardware, or telecommunications equipment; (3) impersonates another person or entity or falsely states or misrepresents your affiliation with a person or entity; (4) restricts or interferes with any other user’s ability to use or enjoy the Site, as determined by Cognicion in its sole discretion; (5) tampers with the Site Content; (6) employs any robot, spider, scraper or other automated means or interface not provided by Cognicion to access the Site; (7) extracts data or gathers or uses information available through the Site through any means not intentionally made available or provided for through the Site; (8) infringes or alleges to be infringing upon a third-party’s intellectual property rights, including any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party, including, without limitation, any content that is the subject of any third-party claim of infringement; (9) violates contractual or fiduciary relationships; or (10) otherwise violates these Terms & Conditions or uses the Site in any manner that is inconsistent with the purposes or objectives of this Site, as determined in good faith by Cognicion. Cognicion reserves the right to suspend or terminate your access to the Site and seek other legal or equitable remedies, upon becoming aware of any violation of this Acceptable Use Policy by you.
- Warranty Disclaimer
THE SITE AND ITS CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COGNICION MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING: (1) THE SITE CONTENT, INCLUDING BUT NOT LIMITED TO (A) THE ACCURACY, COMPLETENESS, SECURITY, AVAILABILITY OR TIMELINESS OF THE SITE CONTENT, OR (B) THE RESULTS OBTAINED OR TO BE OBTAINED FROM THE SITE CONTENT; OR (2) THE ABSENCE OF ANY MALWARE OR OTHER HARMFUL CODE ON THE SITE OR WITHIN ANY SITE CONTENT. COGNICION, ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, AND ACCORDINGLY, THE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. IF YOU ARE A CONSUMER, ANY STATUTORY RIGHTS THAT CANNOT BE WAIVED BY YOU ARE UNAFFECTED BY THIS SECTION.
- Limitation of Liability
IN NO EVENT WILL COGNICION, ITS AFFILIATES OR LICENSORS BE LIABLE TO YOU FOR ANY DIRECT, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOST REVENUES OR PROFITS, ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, DELICT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT COGNICION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF DAMAGES, COGNICION’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF SUCH JURISDICTION.
You agree to indemnify, defend and hold harmless Cognicion and its affiliates, and each of their respective officers, directors, employees, agents, suppliers and representatives, from and against all losses, expenses, damages, fines, penalties and other costs, including reasonable attorney fees, arising out of or related to: (1) your use or misuse of the Site, including any Site Content; or (2) your breach of these Terms & Conditions. Cognicion reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section, in which event you agree to cooperate with any reasonable requests assisting our defense of such matter.
- Governing Law
All questions concerning the construction, validity, enforcement and interpretation of these Terms & Conditions shall be governed by and construed in accordance with the domestic laws of the State of Virginia, without giving effect to any choice of law or conflicts of law provision.
- Arbitration Agreement
Any dispute in connection with your access to or use of the Site or these Terms & Conditions will be resolved in accordance with this Section (the “Arbitration Agreement”).
(a) Mandatory Arbitration. YOU AND COGNICION AGREE THAT ANY DISPUTE OR CLAIM BETWEEN YOU AND COGNICION OR ANY AFFILIATE OF COGNICION OR ANY OF THEIR DIVISIONS, SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS THAT RELATE IN ANY WAY TO YOUR ACCESS TO OR USE OF THE SITE, INCLUDING DISPUTES OR CLAIMS UNDER FEDERAL OR STATE STATUTES OR TORT LAW (“DISPUTE”) MUST BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION. YOU UNDERSTAND THAT YOU ARE GIVING UP THE RIGHT TO RESOLVE A DISPUTE IN COURT, ON A CLASS-WIDE OR COLLECTIVE BASIS, OR IN FRONT OF JURY.
(b) Arbitration Process. In arbitration, Disputes are resolved by a neutral arbitrator instead of a judge or jury, discovery is more limited than in court, and the arbitrator’s decision is subject to limited review by courts. A single arbitrator with the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) will conduct the arbitration, and the award may not exceed the relief allowed by applicable law. The arbitrator can award on an individual basis the same damages and relief as a court, including monetary damages, injunctive relief, and declaratory relief. Judgment on the arbitrator’s award may be entered in any court having jurisdiction thereof. The arbitration will be conducted in the county of your residence or another mutually agreed location. The JAMS Streamlined Arbitration Rules & Procedures will apply. If JAMS will not apply those rules, then JAMS’ Comprehensive Arbitration Rules & Procedures will apply. The JAMS’ rules and a form that can be used to initiate arbitration proceedings are available at https://www.jamsadr.com. You and Cognicion agree that if for any reason JAMS will not conduct or becomes unavailable to conduct the arbitration, then a court may appoint a substitute arbitrator, and further agree that the choice of JAMS as a forum is not integral to this Arbitration Agreement.
(c) Interpretation. The Federal Arbitration Act (“FAA”) applies to this Arbitration Agreement and governs its interpretation and enforcement. The arbitrator will decide all issues relating to the enforceability, interpretation, scope, and application of these Terms & Conditions, including this Arbitration Agreement (including “gateway” issues of arbitrability, whether the Arbitration Agreement is unconscionable or illusory and any defense to arbitration), in relation to your access to or use of the Site, except that a court will resolve any question regarding the validity or enforceability of the “Arbitration Class Action Waiver” Section below. The term “Dispute” and the requirement to arbitrate will be broadly interpreted.
(d) Arbitration Class Action Waiver. You and Cognicion agree that the arbitration will be conducted solely on an individual basis and not on a class, representative, collective, consolidated, or private attorney general basis. A Dispute may not be consolidated with a claim brought or discovery by any person or entity that is not a party to the arbitration proceeding. The arbitrator may not award relief to any person or entity other than a party to the arbitration proceeding and may only award such relief as is necessary to provide relief to a party to the arbitration proceeding. If a court deems any portion of this paragraph invalid or unenforceable, then the “Mandatory Arbitration” and “Arbitration Fees and Costs” sections of this Arbitration Agreement will be null and void.
(e) Arbitration Fees and Costs. Each party will bear its own legal and administrative fees incurred in connection with the arbitration proceeding, provided that the non-prevailing party shall bear the arbitrator fees charged by the arbitration tribunal at the conclusion of arbitration.
To the extent any portion of these Terms & Conditions is determined to be unenforceable by a court of competent jurisdiction, such portion will be modified solely to the extent necessary to cause such portion to be enforceable, and these Terms & Conditions, as modified, will remain in full force and effect. This is the entire agreement between you and Cognicion relating to the subject matter herein.
- Electronic Communications.
These Terms & Conditions and any other documentation, agreements, notices, or communications between you and Cognicion may be provided to you electronically to the extent permissible by law. Please print or otherwise save a copy of all documentation, agreements, notices, and other communications for your reference.
- How To Contact Us
If you have any questions about these Terms & Conditions, please contact us at email@example.com.