Your Stuff & Your Permissions
When you use our Services, you provide us with things like your files, content, email messages, contacts and so on ("Your Stuff"). Your Stuff is yours. These Terms don't give us any rights to Your Stuff except for the limited rights that enable us to offer the Services.
We need your permission to do things like hosting Your Stuff, backing it up, and sharing it when you ask us to. Our Services also provide you with features like document previews, easy sorting, editing, sharing and searching. These and other features may require our systems to access, store and scan Your Stuff. You give us permission to do those things, and this permission extends to our affiliates and trusted third parties we work with.
a. Subject to the terms and conditions of this agreement, Cognio grants you a personal, worldwide, royalty free, revocable, non-assignable, and non-exclusive license to use our Services and Software in the manner permitted by this agreement.
b. Our Services and Softwares are licensed and not sold. Your use of our Services must be in accordance with the terms and conditions of this agreement.
c. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.
The Services are protected by copyright, trademark, and other US and foreign laws. These Terms don't grant you any right, title or interest in the Services, others' content in the Services, Cognio trademarks, logos and other brand features. We welcome feedback, but note that we may use comments or suggestions without any obligation to you.
Billing:. You can subscribe to the premium service and access paid features to your account (turning your account into a "Paid Account"). We'll automatically bill you from the date you convert to a Paid Account and on each periodic renewal until cancellation. You're responsible for all applicable taxes, and we'll charge tax when required to do so.
No Refunds:. You may cancel your Cognio Paid Account at any time but you won't be issued a refund unless it's legally required.
Downgrades. Your Paid Account will remain in effect until it's cancelled or terminated under these Terms. If you don't pay for your Paid Account on time, we reserve the right to suspend it or downgrade to basic level.
Changes:. We may change the fees in effect but will give you advance notice of these changes via a message to the email address associated with your account.
You're free to stop using our Services at any time. We also reserve the right to suspend or end the Services at any time at our discretion and without notice. For example, we may suspend or terminate your use of the Services if you're not complying with these Terms, or use the Services in a manner that would cause us legal liability, disrupt the Services or disrupt others' use of the Services. Except for Paid Accounts, we reserve the right to terminate and delete your account if you haven't accessed our Services for 12 consecutive months. We'll of course provide you with notice via the email address associated with your account before we do so.
You agree to indemnify and hold harmless Cognio, including its officers, directors, employees, affiliates, licensors, suppliers, information providers, and agents (collectively "Cognio Parties"), from and against all losses, claims, liabilities, expenses, damages, and costs, including reasonable attorneys' fees, arising out of or resulting from (a) your use of our Services and Software, (b) your violation of this agreement, or (c) your violation of applicable laws and regulations. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify a Cognio Party and you agree to cooperate with the defense of these claims. You agree to not settle any matter without the prior written consent of Cognio. We will use reasonable efforts to notify you of any such claim, action or proceeding for which we desire to exercise our indemnification rights within a reasonable time.
Disclaimer of Warranties
We strive to provide great Services, but there are certain things that we can't guarantee. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COGNIO AND ITS AFFILIATES MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some places don't allow the disclaimers in this paragraph, so they may not apply to you.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR ANY LIABILITY FOR COGNIO'S OR ITS AFFILIATES' FRAUD, FRAUDULENT MISREPRESENTATION, OR GROSS NEGLIGENCE, IN NO EVENT WILL COGNIO, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR:(A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR (B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY. THIS WILL BE REGARDLESS OF WHETHER OR NOT COGNIO OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
ADDITIONALLY, COGNIO, ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES FOR MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO COGNIO FOR THE PAST 12 MONTHS OF THE SERVICES IN QUESTION.
Some places don't allow the types of limitations in this paragraph, so they may not apply to you.
These Terms will be governed by California law except for its conflicts of laws principles, unless otherwise required by a mandatory law of any other jurisdiction.
These Terms constitute the entire agreement between you and Cognio with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.
Waiver, Severability & Assignment
Cognio's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Cognio may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
We may revise these Terms from time to time, and will always post the most current version on our website. If a revision meaningfully reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, posting on our blog or on this page). By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms.