Cignition Legal Terms of Use

1. General Use

By using the Site, you agree that you are at least 18 years of age, or if you are under 18 years of age (a “Minor”), that you are using the Site with the consent of your parent or legal guardian and you have received your parent’s or legal guardian’s permission to use the Site and agree to these Terms.  If you are a parent or legal guardian of a Minor, you agree to bind the Minor to these Terms and to fully indemnify and hold us harmless if the Minor breaches any of these Terms.

You need not register with us to simply visit and view the Site.  However, in order to access certain features and services you must successfully register with us.  If you want an account with us, you must submit all of the information required on the account registration page on the Site.  Once you submit the required registration information, we will determine whether or not to approve your proposed account. For so long as you use the account, you agree to provide true, accurate, current, and complete information which can be accomplished by logging into your account and making relevant changes directly. 

It is your responsibility to obtain and maintain all equipment and services needed for you to access and use the Site, as well as paying related charges.  It is also your responsibility to maintain the confidentiality of your password(s).  Unless expressly permitted in writing by Cignition, you may not sell, rent, lease, share, or provide access to your account to anyone else. Should you believe your password or security for the Site has been breached in any way, you must immediately notify us.

2. Payment Terms; Refund Policy

You agree to pay all fees applicable to your use of the Site using one of the payment methods Cignition supports.  Except as expressly provided in these Terms, (a) fees are based on services purchased, regardless of actual usage, and (b) payment obligations are non-cancelable and fees paid are non-refundable. We reserve the right, but have no obligation, to confirm the credibility of all payment transactions, including confirming the validity of credit card transactions, and you acknowledge that such process may delay or preclude receipt of payments. Neither we, nor our third party payment processor, are obligated to process payments (i) that have been made by fraudulent, illegal, or unauthorized means, as determined by us in our sole discretion or (ii) to any account located in a country or territory where there is high-risk for fraudulent activity, as reasonably determined by us in our sole discretion.

If you elect to pay by credit card, Cignition or our third-party payment processor will charge your payment method on the date that you make your purchase.  By providing a payment method, you expressly authorize Cignition and/or our third-party payment processor to charge the applicable fees to said payment method as well as taxes and other charges incurred thereto. You agree that we may invoice you for any unpaid fees, including without limitation any amounts owed by you that cannot be processed.  You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. You agree to pay all invoiced amounts within thirty (30) calendar days of the invoice date.  
 
Unless otherwise indicated, all prices, fees, and other amounts referred to on the Site are in U.S. dollars and do not include any taxes. You will be responsible for the payment of any taxes applicable to any sales through the Site. We reserve the right to introduce fees for other services in the future at our sole discretion. Refund requests will be processed at our sole discretion. 

If any amounts owed by you are overdue, Cignition may, to the extent permitted by applicable law, and without limiting our other rights and remedies, suspend your access to the Site or applicable services until such amounts are paid in full.

3. Privacy

Cignition may collect and share information about you and your use of the Site with other companies for a variety of purposes, including fraud prevention, vendor direct shipping and credit card authorization. Please review our Privacy Policy, which is incorporated into these Terms by reference and describes such collection, use and sharing of information. The Privacy Policy is available for review here.

4. Disclaimer

THE SITE, INFORMATION AND CONTENT PROVIDED THROUGH THE SITE, AND ALL TECHNOLOGY, SOFTWARE, MATERIALS, DATA, OR IMAGES PROVIDED OR USED BY OR ON BEHALF OF COMPANY OR ITS LICENSORS IN CONNECTION WITH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SITE OR CONTENT OR INFORMATION AVAILABLE ON OR THROUGH THE SITE. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO THE SITE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. COMPANY WILL NOT BE HELD RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO, USE OF, OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. COMPANY ALSO DOES NOT WARRANT IN ANY WAY THAT THE SITE WILL BE PROVIDED IN AN UNINTERRUPTED MANNER OR THAT THE RELATED CONTENT WILL BE ERROR-FREE OR FREE OF HARMFUL COMPONENTS. 

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OR SERVICES OBTAINED THROUGH THE USE OF THE SITE, AND ARE NOT RESPONSIBLE FOR THE ADVICE, PRODUCTS, SERVICES, ACTIONS, OR FAILURE TO ACT OF ANY THIRD PARTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SITE OR FROM US OR OUR SUBSIDIARIES/OTHER AFFILIATED COMPANIES SHALL CREATE ANY WARRANTY.

6. Intellectual Property Rights

The Site and its contents, images, features, and functionality (including but not limited to all information, software, text, displays, video, and audio, and the design, selection and arrangement thereof), are owned by us, our licensors, or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

You are permitted to use the Site for your personal, non-commercial use only. Any other use of the Site or content or information contained in the Site is strictly prohibited without written consent of Company. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Site. You may not access or use for any commercial purposes any part of the Site or any services or materials available through the Site. 

Other than as expressly provided, no right, title or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.

7. Severability.

You may use the Site only for lawful purposes and in accordance with these Terms. You agree not to use the Site:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
• To impersonate or attempt to impersonate any other person.
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site.

Additionally, you agree not to:

• Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party's use of the Site.
• Use any robot, spider or other automatic device, process or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer or database connected to the Site.
• Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Site.

Cignition may temporarily suspend your access to the Site and/or specific services in the event that either you are engaged in, or we in good faith suspect that you are engaged in, any unauthorized conduct (including, but not limited to any violation of these Terms). Cignition will attempt to contact you prior to or contemporaneously with such suspension; provided, however, that our exercise of the suspension rights herein shall not be conditioned upon your receipt of any notification. You agree that Cignition shall not be liable to you or any third party if we exercise our suspension rights as permitted by this Section. Upon determining that you have ceased the unauthorized conduct leading to the temporary suspension to our reasonable satisfaction, we shall reinstate your access to and use of the Site. Notwithstanding anything in this Section to the contrary, suspension of access to the Site is in addition to any other remedies that we may have under these Terms or otherwise, including but not limited to termination of these Terms for cause. Additionally, if there are repeated incidences of suspension, regardless of the same or different cause and even if the cause or conduct is ultimately cured or corrected, we may, in our reasonable discretion, determine that such circumstances, taken together, constitute a material breach.

You agree to indemnify and hold Cignition and its officers, employees, directors and agents harmless from any and all losses, damages, expenses, including reasonable attorneys' fees, costs, awards, fines, damages, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Site, your violation of these Terms or your violation of any rights of another. You alone are responsible for any violation of these Terms by you or by anyone using your account. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defense of such claim.

8. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CIGNITION, ITS CORPORATE AFFILIATES, OR THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS OR ASSIGNS OF EACH, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR DAMAGES RESULTING FROMANY LOST OPPORTUNITY OR PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF GOODWILL OR ANY OTHER INTANGIBLE BENEFIT, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT CIGNITION HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL CIGNITION’S LIABILITY EXCEED THE TOTAL AMOUNT PAID TO CIGNITION BY YOU. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9. Links to Third-Party Websites

We sometimes provide links on the Site to third-party websites.  If you use these links, you will leave our Site. We are not obligated to review any third-party websites that you link to from the Site, we do not control any of the third-party websites, and we are not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, unless specifically stated on the Site, we do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to from the Site, you do so entirely at your own risk and you must follow the privacy policies and terms and conditions for those third-party websites. 

10. Reliance on Third-Party Content

Opinions, advice, statements, or other information made available on or through the Site are those of their respective authors and should not necessarily be relied on. Such authors are solely responsible for such content. CIGNITION DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD-PARTY INFORMATION PROVIDED ON, THROUGH OR AS A RESULT OF YOUR USE OF THE SITE; OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE BY ANY THIRD-PARTY. UNDER NO CIRCUMSTANCES WILL CIGNITION BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT PROVIDED BY ANY THIRD-PARTY. You also understand that by accessing and using the Site, you may encounter information, materials and subject matter that you or others may deem offensive, indecent, or objectionable. You agree to use the Site at your sole risk and that Cignition and our affiliates, partners, suppliers and licensors shall have no liability to you for information, material or subject matter that is found to be offensive, indecent, or objectionable.

11. Electronic Communications

By using the Site, you consent to receiving electronic communications from us (including, if you have opted in, via text message).  These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Site or other Cignition services.  These electronic communications are part of your relationship with us.  You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.  Standard carrier data charges may apply to your use of text messaging and you are solely responsible for such charges.

12. Feedback

Any comments, questions, suggestions or other feedback (collectively, “Feedback”) you provide to us through any communication whatsoever (e.g., call, letter, fax, email) will be treated as both non-confidential and non-proprietary.  You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback.  Where the foregoing assignment is prohibited by law, you hereby grant us an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion.  You understand and agree, however, that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

13. Severability

Should any term of these Terms be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

14. Governing Law; Venue; Arbitration; Class Action Waiver.

This section is deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act, and you and Cignition each agree that this section is intended to satisfy the “writing” requirement of the Federal Arbitration Act.

THE FOLLOWING TERMS TO WHICH YOU ARE CONSENTING CONSIST OF A PRE-DISPUTE RESOLUTION PROCESS, BINDING ARBITRATION PROVISION, MASS ARBITRATION PROVISION, AND A CLASS ACTION AND JURY TRIAL WAIVER.

To the fullest extent permitted by law, by using the Site, you and Cignition agree that if a dispute arises between you and Cignition relating in any way to the Site or your use thereof, including common law or statutory claims, the dispute will be resolved in accordance with the provisions set forth in this section. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL IMPACT HOW CLAIMS YOU AND CIGNITION HAVE AGAINST EACH OTHER ARE RESOLVED. You and Cignition agree that any and all disputes or claims that have arisen or may arise between you and Cignition in connection with the Site, including any products or services offered or sold on the Site and your use of the Site, shall be resolved exclusively through confidential, final, and binding arbitration; provided that either party may file suit in court seeking to enjoin infringement, misappropriation, or misuse of its intellectual property rights. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY.

Opt-out

You may elect to opt-out (exclude yourself) from the pre-arbitration dispute resolution, final, binding arbitration procedure, mass arbitration procedure, and waiver of class and representative proceedings specified in these Terms by sending a written letter to Cignition at Cignition, Inc., 21 Hillbrook Drive, Portola Valley, CA 94028 (the “Notice Address”), within thirty (30) calendar days of your initial agreement to these Terms. The letter must be signed personally by you or your legal guardian and specify: (1) your first and last name; (2) your mailing address; (3) your email address; and (4) your request to be excluded from the final, binding arbitration procedure and waiver of class and representative proceedings specified in this Section. In the event that you opt-out consistent with the procedures set forth above, all other terms of these Terms shall continue to apply.

Pre-Arbitration Dispute Resolution

You and Cignition agree that whenever you or Cignition have a disagreement (“Dispute”) with the other arising out of, connected to, or in any way related to the Site that is subject to the arbitration provision herein, you and Cignition will first send a written notice to the other party (a “Demand”). You and Cignition agree that the requirements of this Dispute Resolution section will apply even to disagreements that may have arisen before you accepted these Terms. You must send the Demand to the Notice Address. Cignition must send the Demand to you via certified mail to the most recent address Cignition has on file for you (or by email if Cignition only has an email address for you on file). A Demand (1) shall seek to resolve a Dispute only on an individual basis; (2) shall state the full basis for the Dispute (including the details about the Dispute sufficient for the recipient to review and respond) and the date that the Dispute arose; (3) shall provide the individual claimant’s full name, phone number, and email address to confirm their identity and to aid communication; and (4) shall be personally signed by the individual claimant or for Cignition by its authorized representative (and not only their counsel). Within twenty (20) business days of receipt of a Demand, the recipient may request an individualized video or telephone conference to attempt in good faith to resolve the Dispute which both you and Cignition will personally attend (with counsel, if represented). You and Cignition agree that you and Cignition will not take any legal action, including filing a lawsuit or demanding arbitration, until after the period to request a conference expires or, if a conference is requested, twenty (20) business days after the individualized conference is completed. Compliance with this informal dispute resolution procedure section is mandatory and a condition precedent to initiating any lawsuit or arbitration. This procedure is essential to providing each of us a meaningful opportunity to resolve Disputes informally. Any applicable limitations periods and filing fee deadlines will be tolled while the parties engage in the process set forth above. A court of competent jurisdiction may enjoin the filing or prosecution of a lawsuit or arbitration if these requirements have not been met.

Arbitration Procedure

If the Dispute stated in the Demand is not resolved to your or Cignition’s satisfaction within ten (10) business days after the conference described above (or within ten (10) business days after the time when such a conference may be requested if no conference has been requested), and you intend on taking legal action, you agree that you will file a demand for arbitration with JAMS. The arbitration will be conducted under JAMS’s Comprehensive Rules & Procedures, including JAMS's Consumer Rules (as applicable), as modified by these Terms to Arbitrate. The JAMS’s rules and a form for initiating arbitration proceedings are available on the JAMS’s website at: https://www.jamsadr.com/rules-comprehensive-arbitration/. The arbitrator, and not any federal, state, provincial, territorial or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable, except that a court of competent jurisdiction may enjoin the filing or prosecution of an arbitration if the Pre-Arbitration Dispute Resolution requirements set forth above have not been met.

The arbitration shall be held in San Mateo County, California or at another mutually agreed location. If the value of the relief sought is $10,000 or less, either you or Cignition may elect to have the arbitration conducted by telephone and/or video conference or based solely on written submissions, which election shall be binding on the other party subject to the arbitrator's discretion to require an in-person hearing if the circumstances warrant. Attendance at an in-person hearing may be made by telephone and/or video conference, unless the arbitrator requires otherwise. The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law.

The arbitrator’s award shall be confidential, final, and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Payment of all filing, administration, and arbitrator fees will be governed by JAMS’s rules.

Class Action Waiver

You and Cignition agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and Cignition agree otherwise, the arbitrator may not consolidate or join more than one person’s or party's claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party's individual claim(s). Any relief awarded cannot affect any other person or party. You and Cignition further agree that in the event this arbitration agreement is held to be unenforceable for any reason, the prohibitions on class and representative actions and non-individualized relief set forth in this paragraph are severable and shall apply to any claim between you and Cignition in any forum. YOU ARE GIVING UP THE RIGHT TO COMMENCE OR PARTICIPATE IN CLASS AND REPRESENTATIVE ACTIONS.

Any claim against Company must be filed within one year of the time such claim arose, otherwise such claim will be barred forever. We agree that the arbitrator shall have no authority to award punitive or exemplary damages. Notwithstanding the above, we may apply to any court of competent jurisdiction for a temporary restraining order or other interim relief, as necessary without breach of this agreement and without abridgment of the powers of the arbitrator.

These Terms and the Site shall be governed by the Federal Arbitration Act and the laws of the State of California, without regard to conflicts of laws provisions and such law shall be applied by the arbitrator to the merits of any dispute or claim.

The Site is and remains a U.S. offering and all use of the information collected is and shall remain subject to U.S. law and practice. We make no claims that the Site or any of its content is compliant with any laws applicable to anyone outside of the United States. As indicated in the Privacy Policy, all personal information and data will be treated in accordance with the laws of the United States. If you access the Site from outside the United States, you do so on your own initiative.

By using the Site, you irrevocably waive any rights to seek and/or obtain injunctive or other equitable relief and any defense of forum non conveniens. Any and all disputes, claims and causes of action arising out of or connected with the Site will be resolved individually, without resort to any form of class action.

15. California Consumer Notice.

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Site is provided by Cignition, Inc., 21 Hillbrook Drive, Portola Valley, CA 94028.  If you have a question or complaint regarding the Site, please contact Customer Service at support@cignition.com.  You may also contact us by writing Cignition, Inc., 21 Hillbrook Drive, Portola Valley, CA 94028. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

16. Questions and Contact Information.

If you wish to contact us, please do so via mail or e-mail, as follows:

Mailing Address: 
Cignition
21 Hillbrook Drive
Portola Valley, CA 94028

Email Address: support@cignition.com