Cogniss Terms of Use

This agreement was written in English (US). To the extent any translated version of this agreement conflicts with the English version, the English version takes precedent.  

Effective Date: 27 August 2019
 

Welcome to Cogniss

These Terms of Use ("Terms") are an agreement between you and Cogniss Pty. Ltd. ("Cogniss"), a company headquartered in Sydney, Australia. References to “Cogniss”, “us”, “we” and “our” mean Cogniss Pty. Ltd.

These terms are guided by the Cogniss Principles, and govern our relationship with users and others who interact with Cogniss, including all Cogniss brands, products and services (collectively, the “Services”). By using or accessing the Services, you're agreeing to these Terms. If you're using the Services for an organization, you're agreeing to these Terms on behalf of that organization, and you represent and warrant that you can do so. If you do not accept these Terms, do not create an account or use the Services.

Please read the Terms carefully. We’ve tried to make the Terms fair and straightforward, but feel free to contact us at contact@cogniss.com if you have any questions or suggestions.

1. Privacy

We value your privacy. The Cogniss Privacy Policy outlines important information about how we collect, use and share your content and personal information. We encourage you to read the Privacy Policy, and to use it to help you make informed decisions.

2. Your account

To use our Services, you must first create an account (“Account”). You agree to: (1) try to choose a strong and secure password; (2) keep your password secure and confidential; and (3) follow the law and our list of Dos and Don’ts. You are responsible for anything that happens through your account unless you close it or report misuse.

If you’re under the age of 16, depending on where you live, you may need to have your parent or guardian’s consent to this Agreement and enter into this Agreement on your behalf.

3. Your content

You own all of the content and information you post on Cogniss, and can control how it is shared. In addition:

a. For content that is covered by intellectual property rights, you specifically give us the following permission: you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that you post on or in connection with Cogniss (“IP License”). This IP License ends when you delete your IP content or your account unless your content has been shared with others, and they have not deleted it.

b. When you delete IP content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed content may persist in backup copies for a reasonable period of time (but will not be available to others).

c. When you use an application, the application may ask for your permission to access your content and information as well as content and information that others have shared with you.  We require applications to respect your privacy in accordance with our Privacy Policy, and your agreement with that application will control how the application can use, store, and transfer that content and information. When you publish content or information within Cogniss, it means that you are allowing people on Cogniss to access and use that information, and to associate it with you (i.e., your name and profile picture).

You and Cogniss agree that we may access, store, process and use any content, information and personal data that you provide in accordance with the terms of the Privacy Policy. This includes protecting and improving our Services through analysis of your use of the Services, and/or analysis of your personal information in anonymized, pseudonymized, de-personalized and/or aggregated form.

4. Cogniss ‘Dos and Don’ts’

We do our best to keep Cogniss safe, but we cannot guarantee it. To ensure Cogniss remains safe for all users, you agree to the following ‘Dos and Don’ts’:

Dos

You agree that you will: 

a. Only use content you’re allowed to use; that is, you own all rights to your content or otherwise have (and will continue to have) all rights and permissions to legally use, share, display, transfer and license your content via the Services and in the manner required by these Terms. 

b. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;

c. Provide accurate information to us and keep it updated;

d. Immediately notify us of any actual or suspected loss, theft or unauthorized use of your account or access codes;

e. Use the Services in a way consistent with these Terms.

Don’ts

You agree that you will not:

a. Provide any false personal information - including your age - on Cogniss, or create an account for anyone other than yourself without permission.

b. Share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account.

c. Create more than one personal account, with the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients;

d. Solicit login information or access an account belonging to someone else.

e. Collect users' content or information, or otherwise access Cogniss, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior permission.

f. Post content or take any action on Cogniss that infringes or violates someone else's rights or otherwise violates the law.

g. Post content that: is hate speech, threatening, or pornographic; incites violence; or contains gratuitous nudity or violence.

h. Send age-inappropriate, indecent or otherwise offensive communications to users under the age of 18.

i. Engage in cyber-bullying, that is, communications that seek to harass, humiliate, embarrass, torment, threaten, pick on or intimidate another person. Examples of cyber bullying can include (but are not limited to) flaming (repeated negative messages), sexual and racist harassment, denigration, impersonation, trickery, exclusion and cyber stalking.

j. Use your personal timeline primarily for your own commercial gain.

k. Use Cogniss if you are a convicted sex offender.

l. Post unauthorized commercial communications (such as spam) on Cogniss.

m. Upload viruses or other malicious code.

n. Use Cogniss to do anything unlawful, misleading, malicious, or discriminatory.

o. Do anything that could disable, overburden, or impair the proper working or appearance of Cogniss, such as a denial of service attack or interference with page rendering or other Cogniss functionality.

p. Facilitate or encourage any violations of these Terms or our policies.

5. Limits

Cogniss reserves the right to limit your use of the Services, including the rights to restrict, suspend, or terminate your account if we believe you may be in breach of this Agreement or law or are misusing the Services (e.g., violating any of the Dos and Don’ts). We can also remove any content or information you post on Cogniss if we believe it violates these Terms.

6. Intellectual property rights

Cogniss reserves all of its intellectual property rights in the Services. Using the Services does not give you any ownership in our Services or the content or information made available through our Services. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. In addition:

a. If we remove your content for infringing someone else's copyright, and you believe we removed it by mistake, we will provide you with an opportunity to appeal.

b. If you repeatedly infringe other people's intellectual property rights, we will disable your account when appropriate.

c. You will not use our copyrights or Trademarks or any confusingly similar marks, unless you have our prior written permission to do so.

d. You will not modify, create derivative works of, decompile, or otherwise attempt to extract source code from us, unless you are expressly permitted to do so under an open source license, or we give you express written permission.

7. Payments

All in-app payments are processed by Apple’s App Store and Google Play (the “Payment Processors”). The processing of payments are subject to the respective terms, conditions and privacy policies of Apple and Google, in addition to this Agreement.

You agree to pay us, through the Payment Processors, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. You agree to make payment using the payment method you provide with your Account. We reserve the right to correct, or to instruct the Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received.

8. Third-Party Services and Sites

The Services are integrated with various third party services and applications (collectively, “Third Party Services”) that may make available to you their content and products. Examples of Third Party Services include social media platforms, Payment Processors, and other integration partners and service providers. These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. We don't control Third Party Services, and we’re not liable for Third Party Services or for any transaction you may enter into with them, or for what they do. Your security when using Third Party Services is your responsibility. You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third Party Services. We’re not liable to you for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses you may experience as a result (except where prohibited by applicable law).

The Services may also contain links to third party sites. When you access third party sites, you do so at your own risk. We don’t control and aren’t liable for those sites and what those third parties do.

9. Cogniss App Partners

Cogniss aims to empower people to live healthier and happier lives. We do this by providing the tools and infrastructure that allow anyone to create effective app solutions for education, health and behavior change. We need your cooperation in keeping Cogniss a reputable service that provides value to all users, partners and app stores.

If you are a Cogniss App Partner ie. an individual or organization that is developing or has developed an app on the Cogniss platform, you must comply with the policies and guidelines contained in these Terms, our Privacy Policy, and the Cogniss Principles.

In addition, we request that the following principles be respected at all times:

a. You will create an app that is useful for the end user, and avoid building an app that is simply a mere copy of someone else's work.

b. You will not create any app with content that may defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities.

c. You will not create an app containing mature content without appropriate age-based restrictions.

d. You will not use Cogniss to flood app stores or the web with low quality apps, or apps of poor concept that do not bring any value to users.

e. If applicable law requires, you must provide and make available a legally compliant privacy policy to users of your app. 

f. You will not process data in ways that violate or infringe on the principles, rights and choices set out in our Privacy Policy.

You also acknowledge that Cogniss reserves full discretionary rights to block applications deemed by us to violate these policies and guidelines. Developers may apply to receive provisional approval to create applications on Cogniss prior to development.

10. Changes

We may modify these Terms or our Privacy Policy from time to time. If we make material changes, we will provide you notice through our Services, or by other means, to provide you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. If you object to any changes, you may close your account. Your continued use of our Services after we publish or send a notice about our changes to these Terms means that you are consenting to the updated terms.

11. Termination

If you violate the letter or spirit of these Terms, or otherwise create risk or possible legal exposure for us, we can stop providing all or part of our services to you. We will notify you by email or at the next time you attempt to access your account. You may also close your account or disable your application at any time.

12. Disputes

If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought):

a. Notice: A party to the Terms claiming a dispute (‘Dispute’) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

b. Resolution: On receipt of that notice (‘Notice’) by that other party, the parties to the Terms (‘Parties’) must:

i. Within 30 days of the Notice endeavor in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;

ii. If for any reason whatsoever, 30 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association or his or her nominee;

iii. The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;

iv. The mediation will be held in New South Wales, Australia.

c. Confidential: All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.

d. Termination of Mediation: If 2 weeks have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

13. Governing Law

The Terms are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.

14. Special Provisions Applicable to Users Outside Australia

We strive to create a global community with consistent standards for everyone, but we also strive to respect local laws. The following provisions apply to users and non-users who interact with Cogniss outside of Australia:

a. You consent to having your personal data transferred to and processed in Australia.

b. If you are located in a country embargoed by Australia, or are on the U.S. Treasury Department's list of Specially Designated Nationals, you will not engage in commercial activities on Cogniss (such as advertising or payments) or operate a Cogniss product. You will not use Cogniss if you are prohibited from receiving products, services, or software originating from Australia.

15. Definitions

By "Cogniss" or “Cogniss Services” we mean the features and services we make available; (b) our platform; (c) social plugins and (d) other media, brands, products, services, software (such as a toolbar), devices, or networks now existing or later developed. Cogniss reserves the right to designate, in its sole discretion, that certain of our brands, products, or services are governed by separate terms and not these Terms.

a. By "platform" we mean a set of APIs and services (such as content) that enable others, including application developers and website operators, to retrieve data from Cogniss or provide data to us.

b. By "information" we mean facts and other information about you, including actions taken by users and non-users who interact with Cogniss.

c. By "content" we mean anything you or other users post, provide or share using Cogniss Services.

d. By "data" or "user data" or "user's data" we mean any data, including a user's content or information that you or third parties can retrieve from Cogniss or provide to Cogniss through Platform.

e. By "post" we mean post on Cogniss or otherwise make available by using Cogniss.

f. By "use" we mean use, run, copy, publicly perform or display, distribute, modify, translate, and create derivative works of.

g. By “user” we mean any person or entity who actually uses our Services.

h. By “Cogniss App Partner” we mean an individual or organization that is developing or has developed an app on the Cogniss platform.

i. By "application" or “app” we mean any application or website that uses or accesses the platform, as well as anything else that receives or has received data from us. If you no longer access the platform but have not deleted all data from us, the term application will apply until you delete the data.

16. Additional terms

a. These Terms make up the entire agreement between the parties regarding Cogniss, and supersedes any prior agreements.

b. If any portion of these Terms is found to be unenforceable, the remaining portion will remain in full force and effect.

c. If we fail to enforce any of these Terms, it will not be considered a waiver.

d. Any amendment to or waiver of these Terms must be made in writing and signed by us.

e. You will not transfer any of your rights or obligations under these Terms to anyone else without our consent.

f. All of our rights and obligations under these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

g. Nothing in these Terms shall prevent us from complying with the law.

h. These Terms do not confer any third party beneficiary rights.

i. We reserve all rights not expressly granted to you.

j. You will comply with all applicable laws when using or accessing Cogniss.

By using or accessing Cogniss, you agree that we can collect and use such content and information in accordance with our latest Privacy Policy.