END USER LICENCE AGREEMENT (EULA)
This End User License Agreement (“EULA”) governs your use of the application, software, their associated upgrades, patches, and updates and related services (the “Product”) currently provided or which will be provided by Cognitiv+ Ltd or any one of its subsidiaries or affiliated companies (collectively referred to as “Cognitiv+").
Cognitiv+ reserves the right to change, modify, add or delete articles in this EULA at any time, in accordance with the procedures described below in Section 9.
1. GRANT OF LICENSE
1.1. Cognitiv+ (or its licensors) grants You a non-exclusive, non-transferable, non-sublicensed, non-commercial and personal license to install and/or use the Product (in whole or in part) and any Product (the “License”), for such time until either You or Cognitiv+ terminates this EULA. You must in no event use, nor allow others to use,the Product or this License for commercial purposes without obtaining a licence to do so from Cognitiv+. Updates, upgrades, patches and modifications may be necessary in order to be able to continue to use the Product on certain hardware. THIS PRODUCT IS LICENSED TO YOU, NOT SOLD.
As applicable, certain parts of the Product may be using third party features, some of which are managed by third-party providers for which additional terms and/or costs may apply. You must comply with such additional terms. Please review such additional terms carefully.
1.3. While using the Product, You agree to comply will all applicable laws, rules and regulations. You also agree to comply with certain rules of conduct that govern Your use of the Product (“Rules of Conduct”), which are not meant to be exhaustive and can be modified at any time by Cognitiv+. In all cases, You may only use the Product according to anticipated use of the Product.
For example purposes, and without limiting Cognitiv+’s rights to take action against You, You may not:
- create, use, share and/or publish by any means in relation to the Product any material (text, words, images, sounds, videos, etc.) which would breach of a duty of confidentiality, infringe any intellectual property right or an individual’s right to privacy or which would incite the committing of an unlawful act (in particular, piracy, cracking or circulation of counterfeit software);
- modify, distort, block, abnormally burden, disrupt, slow down and/or hinder the normal functioning of all or part of the Product, or their accessibility to other users, or the functioning of the partner networks of the Product, or attempt to do any of the above;
- transmit or propagate any virus, trojan horse, worm, bomb, corrupted file and/or similar destructive device or corrupted data in relation to the Product, and/or organise, participate in or be involved in any way in an attack on Cognitiv+’s servers and/or the Product and/or those of its service providers and partners;
- create, supply or use alternative methods of using the Products, for example server emulators;
- spamming chat, whether for personal or commercial purposes, by disrupting the flow of conversation with repeated postings of a similar nature;
- transmitting or communicating any material or content which, in the sole and exclusive discretion of Cognitiv+, is believed or deemed offensive, including, but not limited to, language that is harmful, threatening, unlawful, abusive, harassing, defamatory, disparaging, obscene, sexually explicit, or racially, ethnically, or otherwise objectionable;
- harassing or threatening any other users in the Product;
- make inappropriate use of the help service or the claim buttons or send untruthful reports to members of Cognitiv+’s personnel;
- falsely claim to be an employee or representative of Cognitiv+ or its partners and/or agents;
- falsely claim an endorsement in connection with the Product or with Cognitiv+.
All title, ownership rights and intellectual property rights in and to the Product (including, without limitation, all text, graphics, music or sounds, all messages or items of information, and any other elements which are part of the Product, individually or in combination) and any and all copies thereof are owned by Cognitiv+ or its licensors. The Product is protected by national and international laws, copyright treaties and conventions and other laws. This Product may contain certain licensed materials and, in that event, Cognitiv+’s licensors may protect their rights in the event of any violation of this Agreement. Any reproduction or representation of these licensed materials in any way and for any reason is prohibited without Cognitiv+’s prior permission and, if applicable, Cognitiv+’s licensors’ and representatives’. Except as expressly set forth in this EULA, all rights not granted hereunder to You are expressly reserved by Cognitiv+.
This License confers no title or ownership in the Product and should not be construed as a sale of any rights in the Product.
3. ACCESS TO THE PRODUCT
3.1. If You are using the Product on a Compatible Mobile Terminal, this Section 3.1 is applicable to You and to Your use of the Product:
For this EULA, “Compatible Mobile Terminal” designates any portable device capable of connecting to the Internet to access the Products. The term Compatible Mobile Terminals covers in particular feature phones, smartphones , tablet computers, and personal digital assistants (PDAs).
- Product Access. To use the Product on a Compatible Mobile Terminal, You must have access to an electronic communication network. The connection costs (including but not limited to mobile providers’ and/or carriers’ costs), shall be exclusively borne by You. You acknowledge that the quality of the Products, the response time or access to certain features may depend on the capacities of Your Compatible Mobile Terminal and of the electronic communication network. Cognitiv+ may in no case be held responsible for reduced user comfort. You acknowledge that the Product may not be available for use on all mobile devices or through all carriers or network service providers.
4. WARRANTY DISCLAIMER, LIMITATION OF LIABILITY
YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE PRODUCT IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE PRODUCT IS SUPPLIED ON AN “AS IS” AND “AS AVAILABLE“ BASIS. COGNITIV+’S LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS DO NOT MAKE AND HEREBY DISCLAIM ANY GUARANTEES, CONDITIONS, WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY OR OTHER TERMS INCLUDING AS TO: (A) ITS CONFORMITY, ACCURACY, CURRENTNESS, COMPLETENESS, RELIABILITY OR SECURITY (B) ITS SUITABILITY FOR A PARTICULAR USE; (C) IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT; (D) ITS MARKET VALUE; OR (E) YOUR SATISFACTION. Cognitiv+ DOES NOT WARRANT THAT THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PRODUCT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY FOR SELECTING THE PRODUCT TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE PRODUCT.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL COGNITIV+, COGNITIV+’S LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS BE LIABLE FOR LOSS OR DAMAGE SUFFERED IN CONNECTION WITH THE USE OF THE PRODUCT OR ANY RELATED THIRD PARTY SERVICE. THIS INCLUDES WITHOUT LIMITATION (A) ALL LOSSES OF ANY KIND, WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT) OR OTHERWISE, (B) DIRECT LOSS; (C) ACCIDENTAL LOSS, (D) INCIDENTAL LOSS, (E) CONSEQUENTIAL LOSS, AND (F) INDIRECT LOSS.
NOTWITHSTANDING THE AFOREMENTIONED LIMITATIONS OF LIABILITY, YOUR SOLE REMEDY IN THE EVENT OF A DISPUTE WITH Cognitiv+ OR ITS LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS IS TO CEASE TO USE THE PRODUCT; AND IF APPLICABLE, SEEK DAMAGES FOR YOUR LOSSES. FOR ANY PRODUCT PURCHASED FOR USE ON A COMPATIBLE MOBILE TERMINAL THAT WOULD NOT MEET THE APPLICABLE LEGAL WARRANTIES, COGNITIV+’S LIABILITY IS LIMITED TO THE REFUND (DIRECTLY OR INDIRECTLY THROUGH ITS CHANNEL PARTNERS OR ASSOCIATED SERVICE PROVIDERS) OF THE PURCHASE PRICE OF THE PRODUCT. IN NO EVENT COGNITIV+, ITS AFFILIATES, LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS BE LIABLE FOR DAMAGES IN EXCESS OF ANY AMOUNT YOU HAVE PAID TO COGNITIV+ FOR THE PRODUCT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE TIME YOUR CAUSE OF ACTION AROSE.
NOTHING IN THIS SECTION 5 SHALL AFFECT COGNITIV+’S LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM COGNITIV+’S NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, NOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.5.
You are solely responsible for any damage caused to Cognitiv+, its licensors, channel partners and associated service providers and subcontractors, other users of the product or any other individual or legal entity as a result of Your violation of this EULA.
YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND KEEP INDEMNIFIED Cognitiv+ AND ITS AFFILIATES, THEIR LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS AND THEIR SUBCONTRACTORS AGAINST ANY CLAIM OR ALLEGED CLAIMS, LIABILITIES, LOSSES DAMAGES AND ALL COSTS (INCLUDING LAWYERS’ FEES), DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO YOUR FAULT AND/OR RESULTING FROM (A) A VIOLATION OF ANY PROVISION OF THIS EULA OR (B) YOUR USE OR MISUSE OF THE PRODUCT. Cognitiv+ reserves the right to take sole responsibility, at its own expense, for conducting the defence of any claim for which You agreed to indemnify Cognitiv+. The provisions of this Section 6 shall remain in force after termination of this EULA.
The EULA is effective from the earlier of the date You purchase, or use the Product, until terminated according to its terms. You and Cognitiv+ (or its licensors) may terminate this EULA, at any time, for any reason. Termination by Cognitiv+ will be effective upon (a) notice to You or (b) termination of Your Cognitiv+ Account (if any). This EULA will terminate automatically if You fail to comply with any of the terms and conditions of this EULA. Upon termination for any reason, You must immediately uninstall and/or cease using the Product and destroy all copies of the Product in Your possession.
7. CHANGES TO THIS EULA OR TO THE PRODUCT
Cognitiv+ reserves the right, in its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this EULA for security, legal, best practice or regulatory reasons. Such changes will be effective with or, as applicable, without prior notice to You. You are responsible for checking this EULA periodically for changes. If any future changes to this EULA are unacceptable to You or cause You to no longer be in agreement or compliance with this EULA, You may terminate this EULA in accordance with Section 7 and must immediately uninstall and/or cease using the Product and destroy all copies of the Product. Your continued use of the Product following any revision to this EULA constitutes Your complete and irrevocable acceptance of any and all such changes.
Cognitiv+ may modify the Product for any reason or without any specific reason, at any time and at its entire discretion, in particular for technical reasons such as updates, maintenance operations and/or resets to improve and/or optimize the Product. You agree that Cognitiv+ may stop to support previous versions of the Product upon availability of an updated version.
8.1. Export Controls. The Product is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States and foreign agency or authority relating to the Product and Your use of the Product. The Product may not be re-exported, downloaded or otherwise exported to, or installed by a national or resident of, any country to which the United States has embargoed goods, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list.
8.2. Severance. If any court of competent jurisdiction or competent authority finds that any provision of this EULA is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this EULA shall not be affected. If any invalid, unenforceable or illegal provision of this EULA would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable to reflect Cognitiv+’s initial intentions.
8.3. No Waiver. No failure or delay by Cognitiv+ (or its licensors) to exercise any right or remedy provided under this EULA or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. Waiver of a right or remedy may be considered to have taken place only after signing of a written statement to this effect by Cognitiv+ or by the User.
8.4. Law and Jurisdiction. This EULA and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales. You irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the EULA or its subject matter or formation (including non-contractual disputes or claims).
Changes to these terms
Please check this page from time to time to take notice of any changes we made, as they are binding on you.
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