Terms and Conditions of Use

Last Updated: November 21, 2012

1. Acceptance of Terms and Conditions of Use

These Terms and Conditions of Use (the “Terms of Use”) apply to the Cognitive Media Networks, Inc. (“Cognitive”) web site located at www.cognitivenetworks.com, and all associated sites linked to www.cognitivenetworks.com by COGNITIVE, its subsidiaries and affiliates (collectively, the “Site”). The Site is the property of COGNITIVE and its licensors. BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE.

COGNITIVE reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms of Use, COGNITIVE grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

2. Content

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to COGNITIVE, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

Except as expressly provided in these Terms of Use, no part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without COGNITIVE’s express prior written consent.

You may use information on COGNITIVE products and services (such as data sheets, knowledge base articles, and similar materials) purposely made available by COGNITIVE for downloading from the Site, provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents.

3. Your Use of the Site

You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. COGNITIVE reserves the right to bar any such activity.

You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any COGNITIVE server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means.

You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of COGNITIVE, including any COGNITIVE account not owned by you, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or COGNITIVE’s systems or networks, or any systems or networks connected to the Site or to COGNITIVE.
You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to COGNITIVE on or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of COGNITIVE or others.

4. Communications

Except for any disclosure by you for technical support purposes, or as specified in our Privacy Statement, all communications from you to COGNITIVE will be considered non-confidential and non-proprietary. You agree that any and all comments, information, feedback and ideas regarding COGNITIVE, its products or services, that you communicate to COGNITIVE (“Feedback”) will be deemed, at the time of communication to COGNITIVE, the property of COGNITIVE, and COGNITIVE shall be entitled to full rights of ownership, including without limitation, unrestricted right to use or disclose such Feedback in any form, medium or technology now known or later developed, and for any purpose, commercial or otherwise, without compensation to you.

You are solely responsible for the content of your communications and their legality under all laws and regulations. You agree not to use this Site to distribute, link to or solicit content that is defamatory, harassing, unlawful, libelous, harmful to minors, threatening, obscene, false, misleading, or infringing a third party intellectual or privacy rights.

5. Privacy

COGNITIVE’s Privacy Policy applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. To view COGNITIVE’s Privacy Policy, please visit http://www.cognitivenetworks.com/privacy/.

Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

6. Monitoring

COGNITIVE reserves the right to review your communications on this Site to determine whether you comply with these Terms of Use and any other applicable polices or terms and conditions of COGNITIVE applicable to your use of the Site. COGNITIVE will not have any liability or responsibility for the content of any communications you post to this Site, or for any errors or violations of any laws or regulations by you. COGNITIVE will comply with any court order in disclosing the identity of any person posting communications on this Site. It is advisable that you review our Privacy Statement before posting any such communications.

7. Links to Other Sites

This Site may link to other third party sites which are not under the control of COGNITIVE. COGNITIVE is not responsible for the content of any linked site or any link contained in a linked site. COGNITIVE reserves the right to terminate any link at any time. COGNITIVE may provide links from this Site to other sites as a convenience to you and in no way should this be interpreted as an endorsement of any company, content or products to which it links. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk. Please note that when you conduct transactions with other companies providing content via this Site, you will also be subject to their privacy policies. COGNITIVE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, TO ANY SUCH LINKED SITES, INCLUDING BUT NOT LIMITED TO ANY TERMS AS TO THE ACCURACY, OWNERSHIP, VALIDITY OR LEGALITY OF ANY CONTENT OF A LINKED SITE.

8. Trademarks

The trademarks, service marks and logos of COGNITIVE used through the Site (“Trademarks”) are the property of COGNITIVE. You have no right to use any such Trademarks, and nothing contained in this Site or the Terms of Use grants any right to use (by implication, waiver, estoppel or otherwise) any Trademarks without the prior written permission of COGNITIVE.

9. Indemnification

You agree to indemnify, defend and hold COGNITIVE, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from and against any demands, loss, liability, claims or expenses (including attorneys’ fees) arising out of, based on or in connection with your access and/or use of this Site.

10. Limitation of Liability

Except where prohibited by law, in no event will COGNITIVE be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if COGNITIVE has been advised of the possibility of such damages.
If, notwithstanding the other provisions of these Terms of Use, COGNITIVE is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or any Content, COGNITIVE’s liability shall in no event exceed the greater of (1) the total of any subscription or similar fees with respect to any service or feature of or on the Site paid in the six months prior to the date of the initial claim made against COGNITIVE (but not including the purchase price for any COGNITIVE products), or (2) US$100.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

11. Disclaimer

COGNITIVE DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. COGNITIVE CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. COGNITIVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. COGNITIVE DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY COGNITIVE SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST COGNITIVE FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS AN ESSENTIAL PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

COGNITIVE reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

12. Violations of these Terms of Use

COGNITIVE may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) COGNITIVE’s rights or property, or the rights or property of visitors to or users of the Site, including COGNITIVE customers. COGNITIVE reserves the right at all times to disclose any information that COGNITIVE deems necessary to comply with any applicable law, regulation, legal process or governmental request. COGNITIVE also may disclose your information when COGNITIVE determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that COGNITIVE may preserve any transmittal or communication by you with COGNITIVE through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or COGNITIVE determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of COGNITIVE, its employees, users of or visitors to the Site, and the public.

You agree that COGNITIVE may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to COGNITIVE, for which monetary damages would be inadequate, and you consent to COGNITIVE obtaining any injunctive or equitable relief that COGNITIVE deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies COGNITIVE may have at law or in equity.

You agree that COGNITIVE may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.
If COGNITIVE does take any legal action against you as a result of your violation of these Terms of Use, COGNITIVE will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to COGNITIVE. You agree that COGNITIVE will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Use.

13. Export Restrictions

The United States export control laws and regulations, including the Export Administration Regulations of the U.S. Department of Commerce, and other applicable laws and regulations apply to this Site which prohibit the export or re-export of content, products, services, and technology to certain countries and persons. You agree to comply with all export laws, regulations and restrictions of the United States and any foreign agency or authority and assume sole responsibility for any such unauthorized exportation.

14. Applicable Laws

All matters relating to your access and use of Site shall be governed by the federal laws of the United States and the laws of the State of California, without regard to its conflicts of laws provisions. You agree to the personal jurisdiction and venue in the federal and state courts located in San Francisco, California, and waive any objection to such jurisdiction or venue. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between COGNITIVE and you arising out of or in connection with your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

15. General

Although the Site is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Site are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. COGNITIVE reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the Site is void where prohibited. If you choose to access the Site from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. These Terms of Use and any other applicable COGNITIVE policies and terms and conditions applicable to you constitute the entire agreement between you and COGNITIVE with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and COGNITIVE with respect to such use are hereby superseded and cancelled. COGNITIVE will not accept any counter-offers to these Terms of Use, and all such offers are hereby categorically rejected. COGNITIVE’s failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by COGNITIVE of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between COGNITIVE and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.

If you have any questions regarding the Terms of Use, or any other general questions, please contact us at:
Cognitive Networks
1663 Mission Street
Suite 520
San Francisco, CA 94103