Introduction

The following terms and conditions govern all use of the Cogneti.com website and all content, services and products available at or through the website, including, but not limited to, the creation of Cogneti courses ("courses"), the use and acts of a Cogneti Author role (Author), using the Cogneti Author's Desk ("Cogneti Authoring"), , the use and acts of a Cogneti Group Lead role (Group Lead), the playing of Cogneti ("Cogneti Players") as a group member (Group Member), the Cogneti.com course hosting service ("Service"), (taken together, the Website). The Website is owned and operated by Cogneti, LLC. ("Cogneti"). The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Cogneti's Privacy Policy) and procedures that may be published from time to time on this Site by Cogneti (collectively, the "Agreement").

Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by Cogneti, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.

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Your Cogneti.com Account and Site

If you create an account on the Website, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must not act in a manner intended to trade on the name or reputation of others, and Cogneti may change or remove any description, content, contribution, or material that it considers inappropriate or unlawful, or otherwise likely to cause Cogneti liability. You must immediately notify Cogneti of any unauthorized uses of your account or any other breaches of security. Cogneti will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

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Responsibility of Group Members

If you play a game you are acting as a member of the group hosting the game. You are entirely responsible for your activity and play, and any harm resulting from your activity and play.

Without limiting any of those representations or warranties, Cogneti has the right (though not the obligation) to, in Cogneti's sole discretion (i) refuse or remove any content that, in Cogneti's reasonable opinion, violates any Cogneti policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Cogneti's sole discretion. Cogneti will have no obligation to provide a refund of any amounts previously paid.

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Responsibility of Group Leads

If you act as a Cogneti group lead, you are entirely responsible for your actions taken in that role. As a Cogneti group lead, you represent and warrant that:

Without limiting any of those representations or warranties, Cogneti has the right (though not the obligation) to, in Cogneti's sole discretion, terminate or deny use of the Group Lead role to any individual or entity for any reason, in Cogneti's sole discretion. Cogneti will have no obligation to provide a refund of any amounts previously paid, if any.

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Responsibility of Authors

If you act in the role of an Author to create or edit a Cogneti course, post material to the Website or forum, post links on the Website or in a Cogneti course, or otherwise make (or allow any third party to make) material available by means of the Website or Cogneti Players (any such material, "Content"), you are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, a video file, or computer software. By making Content available, you represent and warrant that:

By submitting Content to Cogneti for publication on the Cogneti Website, you grant Cogneti a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting such content. If you delete Content, Cogneti will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.

Without limiting any of those representations or warranties, Cogneti has the right (though not the obligation) to, in Cogneti's sole discretion (i) refuse or remove any Content that, in Cogneti's reasonable opinion, violates any Cogneti policy or is in any way harmful or objectionable, (ii) terminate or deny use of the Author role to any individual or entity for any reason, or (iii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Cogneti's sole discretion. Cogneti will have no obligation to provide a refund of any amounts previously paid.

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Payment and Renewal.

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Responsibility of Website Visitors

Cogneti has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material's content, use or effects. By operating the Website, Cogneti does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Cogneti disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.

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Content Posted on Other Websites

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Cogneti.com links, and that link to Cogneti.com. Cogneti does not have any control over those non-Cogneti websites and webpages, and is not responsible for their contents or their use. By linking to a non-Cogneti website or webpage, Cogneti does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Cogneti disclaims any responsibility for any harm resulting from your use of non-Cogneti websites and webpages.

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Copyright Infringement

As Cogneti asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or accessible via by way of Cogneti.com violates your copyright, you are encouraged to notify Cogneti. Cogneti will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Cogneti will terminate a visitor's access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Cogneti or others. In the case of such termination, Cogneti will have no obligation to provide a refund of any amounts previously paid to Cogneti.

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Intellectual Property

This Agreement does not transfer from Cogneti to you any Cogneti or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Cogneti. Cogneti, Cogneti.com, the Cogneti.com logo, and all other trademarks, service marks, graphics and logos used in connection with Cogneti.com or the Website are trademarks or registered trademarks of Cogneti or Cogneti's licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Cogneti or third-party trademarks.

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Advertisements

Cogneti reserves the right to display advertisements on and within the presentation of your Cogneti course unless you have purchased an Ad-free Upgrade or an Ad-free Sponsor account.

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Changes

Cogneti reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Cogneti may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

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Termination

Cogneti may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Cogneti.com account (if you have one), you may simply discontinue using the Website. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

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Disclaimer of Warranties

The Website is provided "as is". Cogneti and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Cogneti nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.

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Limitation of Liability

In no event will Cogneti, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Cogneti under this agreement during the twelve (12) month period prior to the cause of action. Cogneti shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

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General Representation and Warranty

You represent and warrant that (i) your use of the Website will be in strict accordance with the Cogneti Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

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Indemnification

You agree to indemnify and hold harmless Cogneti, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.

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Miscellaneous

This Agreement constitutes the entire agreement between Cogneti and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Cogneti, or by the posting by Cogneti of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of New Hampshire, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in New Hampshire. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Cogneti may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

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Change log

Dec 24, 2012: Created agreement

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