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TrustStar Terms of Service

Revised: March 9, 2022

ACCEPTANCE OF TERMS

Background. This Agreement is made and entered into by and between you and Cognitive Scale Inc. (“CognitiveScale”) and governs Your (“you” or “your”)use of CognitiveScale’s Internet based, software-as-a-service platform (“Platform”).

NOTICE OF BINDING ARBITRATION AND CLASS ACTION WAIVER. PLEASE REVIEW THIS AGREEMENT CAREFULLY. IT IMPOSES BINDING ARBITRATION AND A WAIVER OF CLASS ACTIONS. THIS AGREEMENT REQUIRES BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR ACCESS TO OR USE OF THE PLATFORM, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THIS AGREEMENT (EACH, A “CLAIM”), REQUIRING YOU TO RESOLVE ANY CLAIM ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 13 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.

AUTHORIZATION. BY ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM “YOU” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PLATFORM.

Eligibility. You represent and warrant that you are: (i) over 18 years of age or the age of majority in your jurisdiction, whichever is greater, and of legal age to form a binding contract; and (ii) not a person barred from accessing or using the Platform under the laws of your country of residence or any other applicable jurisdiction.

ADDITIONAL TERMS

Your access to and use of the Platform are further subject to the privacy policy at https://www.cognitivescale.com/legal-information/ (or successor URL) (the “Privacy Policy”, the End User Policy ), the general Terms of Use and any usage or other terms and policies relating to the Platform posted within The Platform on CogntiveScale’s website or otherwise communicated to you (the Privacy Policy, Terms of Use, Purchase Order Terms and any such usage or other policies, “Additional Terms”). The Additional Terms are part of this Agreement and are hereby incorporated by reference, and you agree to be bound by the Additional Terms. Should a conflict exist between this Agreement and the Privacy Policy, End User Policy, Terms of Use or any Additional Terms and policies relating to the Platform listed above, the terms of this Agreement shall take precedence.

GRANT OF LICENSE RIGHTS

Grant. Subject to all terms and conditions of this Agreement, CognitiveScale hereby grants to You during the Subscription Term, and subject to Your payment of all applicable Fees a limited, non-exclusive, non transferable, non-sublicensable, revocable right to access and use the Platform. You will not receive delivery of any source or object code for the Platform. The Platform will reside on servers at facilities owned, leased or controlled by CognitiveScale or its suppliers and may reside on a server that is shared with other clients of CognitiveScale and other third parties. You are solely responsible for procuring and maintaining the computer hardware, systems software, Internet connections and other items necessary to access and use the Platform in the manners authorized by this Agreement.

Billing. You may purchase access to a paid subscription to the Platform. CognitiveScale may from time to time make changes to paid subscriptions and will communicate any price changes to you in advance. Price changes will take effect at the start of the next subscription period following the date of the price change and, by continuing to use the Platform after the price change takes effect, you will have accepted the new price. Your paid subscription will automatically renew at the end of the applicable subscription period, unless you cancel Your paid subscription before the end of the current subscription period by providing a 30 day written notice. Tax rates may be applicable and based on the tax rate at the time of your subscription charge. These amounts can change over time with local tax requirements in your country, State, territory, county, or city. Any change in tax rate will be automatically applied based on the account information you provide.

Monthly Subscriptions. By purchasing a monthly subscription, you agree to an initial and recurring monthly subscription fee at the then-current monthly subscription rate, and you accept responsibility for all recurring charges until you cancel your subscription. You may cancel your monthly subscription at any time, subject to the terms of our cancellation policy. Automatic Monthly Renewal Terms. Once you subscribe, CognitiveScale will automatically process your monthly subscription fee in the next billing cycle. CognitiveScale will continue to automatically process your monthly subscription fee at each month at the then-current monthly subscription rate, until you cancel your subscription. You may cancel your monthly subscription anytime before the next billing cycle, with a 30 day written notice to CognitiveScale.

Annual Subscription. By purchasing an annual subscription, you agree to an initial prepayment for one full year of service. After one year and annually thereafter on the anniversary date of your annual subscription, you will be billed a recurring annual subscription fee at the then current annual subscription rate. You may cancel your annual subscription anytime before the next billing cycle, subject to a 30 day written notice. Annual subscription fees are non-refundable.

Non-Payment. If your account is more than 30 days past due, You authorize CognitiveScale to to charge outstanding fees and other amounts due against the credit card or bank account information on file with CognitiveScale. CognitiveScale reserves the right to collect amounts due including but not limited to legal action and/or using third party collection agencies.

Cancelation Policy. Monthly subscriptions can be canceled with a 30 day notice to CognitiveScale You will not be eligible for a refund for monthly subscription fees paid prior to the month cancellation takes effect. Annual subscription fees are non-refundable.

Restrictions. You shall not, nor may you permit any other party to: (i) reproduce, distribute, redistribute, modify, translate, adapt, web crawl, screen scrape, bulk download or create derivative works based upon the Platform, including all text, images, graphics, logos, illustrations, photographs, video, audio and other materials, as well as the designs, icons, layout, “look and feel,” and all other graphical elements of the Platform, and all code and software attendant thereto, including any Updates (collectively, “CognitiveScale Materials”); (ii) reverse engineer, decompile, disassemble or otherwise attempt to access or derive any source code or architectural framework of any CognitiveScale Materials; (iii) access or use any CognitiveScale Materials for purposes of benchmarking or developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to any CognitiveScale Materials; (iv) rent, lease, lend, sell, grant any rights to use, or encumber any CognitiveScale Materials or otherwise provide access to or use of any CognitiveScale Materials as part of a service bureau or similar fee-for-service purpose; (v) submit, upload, email, transmit or otherwise make available through or to any CognitiveScale Materials any material that violates another party’s intellectual property or other proprietary rights; or (vi) access or use any CognitiveScale Materials in any way that does not comply in all material respects with applicable law.

Logs. You acknowledge and agree that CognitiveScale may log the actions you take through access to or use of the Platform and CognitiveScale may use such log data: (i) to verify your compliance with this Agreement, improve the operation of the Platform, or provide maintenance and support; and (ii) as otherwise permissible under applicable law.

Updates. CognitiveScale reserves the right to modify, suspend or discontinue the Platform, with or without notice, and CognitiveScale will not be liable for any such modification, suspension or discontinuance. CognitiveScale may, in its sole discretion, from time to time develop patches, bug fixes, updates, upgrades and other modifications to the Platform (collectively, “Updates”). Updates may be automatically installed without providing any additional notice to you.

CONTENT AND INTELLECTUAL PROPERTY

Content. All information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials accessible through the Platform, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that you, and not CognitiveScale, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through or to the Platform (“Your Content”). You represent and warrant that: (i) you have obtained all necessary permissions for you to upload, post, email, transmit or otherwise make available Your Content through or to the Platform; and (ii) Your Content does not violate any duty of confidentiality owed to another party or the intellectual property or other proprietary rights of another party. You shall not upload, post, email, transmit or otherwise make available any Content that is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or otherwise objectionable. CognitiveScale has no obligation to pre-screen Content, although CognitiveScale reserves the right in its sole discretion to pre-screen, refuse or remove any Content. You hereby grant CognitiveScale and its service providers a worldwide, royalty-free, non-exclusive, sublicensable, transferable right and license to use, reproduce, modify, adapt, create derivative works from, perform, display and distribute Your Content (in any form and any medium, whether now known or later developed) in connection with the provision of the Platform to you and for purposes related to the further development of the Platform and related products and services.

Intellectual Property. As between CognitiveScale and you, CognitiveScale owns all rights, title and interest (including all intellectual property and other proprietary rights) in CognitiveScale Materials and all improvements, enhancements or modifications thereto, including all Content and other materials therein (except with respect to Your Content). CognitiveScale Materials are protected by United States and international copyright, patent, trademark, trade secret and other intellectual property laws and treaties. CognitiveScale reserves all rights not expressly granted to you.

THIRD-PARTY COMPONENTS

Some components of the Platform may be provided with or incorporate third-party components licensed under open source license agreements or other third-party license terms (collectively, “Third-Party Components”). Third-Party Components are subject to separate terms and conditions set forth in the respective agreements relating to such components. For more information regarding Third-Party Components, refer to the Third-Party Notices page within the Platform (as applicable). CognitiveScale may use a Third-Party service to process your subscription payments. You agree to comply with all applicable third-party provider terms for payment and those terms can be found here stripe.com/legal or its successor. You must obtain all prior approval for control and redistribution of third-party provider data, software, or services. You are responsible for any and all costs and fees associated with agreements entered into with any such third-party provider. If a third-party provider ceases to make its service available to you or requires you to suspend or terminate the provision of all or any part of its services to you, or if you terminate your arrangements with the third-party provider, then CognitiveScale may suspend or terminate that part of its data or services immediately without notice or further obligation to you.

DATA PROTECTION AND CONFIDENTIALITY

Definitions. “Confidential Information” means any information that CognitiveScale identifies as confidential or proprietary or that should reasonably be understood to be confidential or proprietary given the nature of the information or the circumstances of its disclosure. Confidential Information includes but is not limited to any information relating to: Errors; Feedback; the functions, features and performance of the Platform; development or marketing plans for the Platform; log-in and other access credentials provided to you by CognitiveScale; and all other non-public information relating to the Platform. Confidential Information further includes any Customer’s device and asset names, serial numbers, locations and other identifiers; activation codes, configuration data and specifications relating to any of the foregoing; and any other non-public information relating to a Customer that you obtain in connection with the installation and configuration of Components (collectively, “Customer Data”).

Restrictions on Use and Disclosure. You shall maintain Confidential Information in strict confidence, using the same degree of care that you use to safeguard your own confidential or proprietary information of like nature, but in no case less than reasonable care. You shall not disclose Confidential Information to any third party, and you may use Confidential Information only as necessary to access and use the Platform in accordance with this Agreement.

With regard to the processing of personal data, CognitiveScale may act as a data processor and/or a Data Controller for you (as designated by the services provided to you), where CognitiveScale processes personal data for you, CognitiveScale may control access to portions of the same data stored on CognitiveScale platforms. The personal data to be processed by CognitiveScale concerns the categories of data and the categories of data subjects. Your data stored on CognitiveScale platform(s) is controlled by you and CognitiveScale may act as a Joint Controller in that the information is stored, made available, may be backed up, deleted, or otherwise managed, solely as instructed by the Customer. “Personal data” means any information relating to an identified or identifiable natural person, see article 4(1) of Regulation (EU) 2016/679 of 27 April 2016 (the General Data Protection Regulation “GDPR”).

Processing of Personal Data

Instructions: CognitiveScale is instructed to process the personal data only for the purposes of your use on the Platform. . CognitiveScale may not process or use the Customer’s/your personal data for any other purpose than provided in the instructions, including the transfer of personal data to any third country or use the Customer’s/your personal data for any other purpose than provided in the instructions, including the transfer of personal data to any third country or an international organization, unless CognitiveScale is required to do so according to EU or member state law. In that case, CognitiveScale shall inform you you in writing of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

If you have given permission to a transfer of personal data to a third country or to international organizations, CognitiveScale must ensure that there is a legal basis for the transfer, e.g. the EU Commission’s Standard Contractual Clauses for the transfer of personal data to third Countries. If CognitiveScale is of the opinion that an instruction from the you is in violation of the GDPR, or other EU or member state data protection provisions, CognitiveScale shall immediately inform you in writing about this and will not be obliged to transfer the Personal Data.

CognitiveScale’s general obligations

CognitiveScale will use reasonable endeavors to ensure that persons authorized to process the personal data will act with confidentiality or are under an appropriate statutory obligation of confidentiality.

CognitiveScale shall implement reasonable technical and organizational measures to prevent that the personal data processed is

(i) accidentally or unlawfully destroyed, lost or altered,

(ii) disclosed or made available without authorisation, or

(iii) otherwise processed in violation of applicable laws relevant, including the GDPR, for the Services.
The appropriate technical and organizational security measures must be determined with due regard for

(i) the current state of the art

(ii) the reasonable cost of their implementation, and

(iii) the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.

CognitiveScale shall upon reasonable request (to a maximum of once per annum) provide the Customer with sufficient information to enable the Customer to ensure that CognitiveScale complies with its obligations under the DPA, including ensuring that the appropriate technical and organizational security measures have been implemented.

You are entitled at your own cost to appoint an independent expert who shall have reasonable access to CognitiveScale’s premises during working hours and receive the necessary information in order to be able to audit whether CognitiveScale complies with its obligations under the DPA, including ensuring that the appropriate technical and organizational security measures have been implemented in relation to the Customers Data only. The Customer shall provide CognitiveScale with 14 days prior written notice and the Customer is obligated to ensure that the expert signs a customary non-disclosure agreement, and treat all information obtained or received from CognitiveScale confidentially, and may only share the information with you. Any findings or reports created on the basis of such an inspection must be shared with CognitiveScale and shall be regarded as confidential information. You will be liable for any confidential information released to the public.

CognitiveScale must provide information related to the provision of the Platform to you only to authorities or your external advisors, including auditors, if this is necessary for the performance of their duties in accordance with EU or member state law. CognitiveScale must give authorities who by EU or member state law have a right to enter the Customer’s or the Customer’s supplier’s facilities, or representatives of the authorities, access to CognitiveScale physical facilities against proper proof of identity.

CognitiveScale must without undue delay after becoming aware of the facts in writing notify you about:

(i) any request for disclosure of personal data processed under the DPA by authorities, unless expressly prohibited under EU or member state law,

(ii) any suspicion or finding of (a) breach of security that results in accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed by CognitiveScale in connection with your subscription, or

(iii) any request for access to the personal data received directly from the data subjects or from third parties relating to the processing of personal data on behalf of you.

CognitiveScale must promptly assist you with the handling of any requests from data subjects under Chapter III of the GDPR, including requests for access, rectification, blocking or deletion, which relates to the processing of personal data in connection with your subscription.

CognitiveScale must assist you, at your cost with meeting the other obligations that may be incumbent on the Customer according to EU or member state law related to data processing where the assistance of CognitiveScale is implied, and where the assistance of CognitiveScale is necessary for you to comply with your obligations. This includes, but is not limited to, at request to provide the you with all necessary information about an incident , and all necessary information for an impact assessment in accordance with article 35 and 36 of the GDPR.

The Customer may at any time request reasonable information about the servers, offices used by CognitiveScale in connection with the subscription and CognitiveScale shall respond within 30 days with such information as CognitiveScale see as reasonably required.

Amendments

CognitiveScale may at any time amend this Agreement, and such changes or modifications shall be effective immediately upon posting

Priority

If any of the provisions of the section conflict with the provisions of the Agreement, then the provisions of the section shall prevail. Furthermore, these terms shall not apply if and to the extent of the EU Commission’s Standard Contractual Clauses for the transfer of personal data to third countries are concluded and such clauses set out stricter obligations for CognitiveScale and/or for sub-processors.

CognitiveScale’s Data Protection Office

The Customer can get in contact with CognitiveScale’s data protection office by sending an email to: privacy@CognitiveScale.com

INDEMNIFICATION

You agree that CognitiveScale will have no liability for, and you shall indemnify, defend and hold CognitiveScale and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, the “CognitiveScale Parties”) harmless from and against, any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys’ fees, arising from or relating to: (a) Your Content; (b) your violation of this Agreement, any law or regulation, or any rights (including intellectual property or other proprietary rights) of another party; or (c) your use of the Platform.

DISCLAIMER OF WARRANTIES

YOUR ACCESS TO AND USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COGNITIVESCALE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COGNITIVESCALE PARTIES MAKE NO REPRESENTATION OR WARRANTY THAT: (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (B) ACCESS TO OR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (C) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE PLATFORM WILL BE ACCURATE, RELIABLE, CURRENT OR COMPLETE. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY AND COMPLETENESS OF ALL INFORMATION, INCLUDING YOUR CONTENT, BEFORE TAKING OR OMITTING ANY ACTION.

LIMITATION OF LIABILITY

THE COGNITIVESCALE PARTIES WILL NOT BE LIABLE FOR ANY LOST PROFITS OR COST OF COVER, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM OR RELATING TO ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS, EVEN IF THE COGNITIVESCALE PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

TERMINATION

If you violate this Agreement: (a) all rights granted to you under this Agreement will terminate immediately, with or without notice; (b) you must immediately cease accessing and using the Platform; and (c) CognitiveScale may remove and discard Your Content, with or without notice. Any provision that, by its terms, is intended to survive the termination of this Agreement will survive such termination, but all other provisions will survive termination.

GOVERNING LAW

This Agreement will be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws, and the laws of the State of Texas, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

BINDING ARBITRATION AND CLASS ACTION WAIVER

Binding Arbitration. ALL CLAIMS (DEFINED IN SECTION 1(b)) WILL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THIS AGREEMENT AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.

Procedure. The arbitration will be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org. The arbitrator will, among other things, have the power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or the arbitrability of any Claim. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. The arbitration will be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, such hearing will be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator on all matters relating to the Claim will be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

Class Action Waiver. YOU AND COGNITIVESCALE EACH: (i) AGREES THAT ALL CLAIMS (DEFINED IN SECTION 1(b)) WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS; AND (ii) EXPRESSLY WAIVES ANY RIGHT TO HAVE A CLAIM DETERMINED OR RESOLVED ON A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE BASIS. IF FOR ANY REASON THE PROVISIONS OF THE PRECEDING SENTENCE ARE HELD TO BE INVALID OR UNENFORCEABLE IN A CASE IN WHICH CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE CLAIMS HAVE BEEN ASSERTED, THE PROVISIONS OF THIS SECTION 13 REQUIRING BINDING ARBITRATION WILL LIKEWISE BE UNENFORCEABLE AND NULL AND VOID. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND COGNITIVESCALE EACH WAIVES ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM WILL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.

Injunctive Relief. Notwithstanding anything to the contrary, you and CognitiveScale may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect our intellectual property rights, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 13. Changes. If CognitiveScale implements any material change to this Section 13, such change will not apply to any Claim for which you provided written notice to CognitiveScale before the implementation of the change.

LEGAL COMPLIANCE

You represent and warrant that you are not: (a) located in a country that is subject to a United States Government embargo or designated by the United States Government as a “terrorist supporting” country; and (b) listed on any United States Government list of prohibited or restricted parties, including the Specially Designated Nationals and Blocked Persons List.

UNITED STATES GOVERNMENT ENTITIES

This section applies to access to or use of the Platform by a branch or agency of the United States Government. The Platform includes “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and qualifies as “commercial items” as defined in 48 C.F.R. 2.101. Such items are provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government will acquire only those rights set forth in this Agreement with respect to such items, and any access to or use of the Platform by the United States Government constitutes: (i) agreement by the United States Government that such items are “commercial computer software” and “commercial computer software documentation” as defined in this section; and (ii) acceptance of the rights and obligations herein.

GENERAL PROVISIONS

This Agreement (together with the Additional Terms) constitutes the entire agreement between you and CognitiveScale concerning your access to and use of the Platform. It supersedes all prior and contemporaneous oral or written negotiations and agreements between you and CognitiveScale with respect to such subject matter. There are no third-party beneficiaries to this Agreement, except for the CognitiveScale Parties. In the event of any conflict between or among this Agreement and any Additional Terms, this Agreement will take precedence and govern such conflict. This Agreement may not be amended by you except in a writing executed by you and an authorized representative of CognitiveScale. For the purposes of this Agreement, the words “such as,” “include,” “includes” and “including” will be deemed to be followed by the words “without limitation.” You may not assign or delegate any right or obligation under this Agreement without the prior written consent of CognitiveScale. CognitiveScale may assign or delegate any right or obligation under this Agreement without your consent and without notice to you. The failure of CognitiveScale to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, then such provision will be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this Agreement. Any prevention of or delay in performance by CognitiveScale hereunder due to any act of god, fire, casualty, flood, war, strike, lock out, failure of public utilities, injunction or any act, exercise, assertion or requirement of any governmental entity, epidemic, pandemic, public health crisis, destruction of production facilities, insurrection or any other cause beyond CognitiveScale’s reasonable control will excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.

Our Partners


Partners: Norwest Venture Partners, Intel Capital, IBM, M12 (microsoft Ventures), and USAA

 

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