Terms of Use

1. Introduction

These Terms of Use (“Terms”) constitute a legally binding agreement between Cogniludus Inc., a corporation organized under the laws of the State of Delaware, United States (“Cogniludus,” “we,” “our,” or “us”), and the individual or legal entity who accesses or uses the Services (“you”).

These Terms govern your access to and use of our websites, web applications, games, simulations, documentation, and any other products or services we make available to you (collectively, the “Services”).

Your access to or use of the Services is also governed by our Privacy Policy and by any additional terms, policies, guidelines, or other rules that we make available to you for the Services (collectively, the “Additional Terms”). These Terms, our Privacy Policy, and the Additional Terms (collectively, the “Agreement”) form the entire agreement between you and Cogniludus regarding your access to and use of the Services. If any Additional Terms expressly conflict with these Terms, those Additional Terms will control to the extent of the conflict, but only with respect to the feature or part of the Services to which those Additional Terms apply.

If you and Cogniludus have entered into a separate written agreement or order form for the Services that is signed by both parties, that separate agreement or order form will control to the extent it conflicts with this Agreement, but only with respect to its subject matter. This Agreement will continue to apply to the extent of any remaining conflict, and to any access to and use of the Services not covered by that separate agreement or order form.

If you access or use the Services as an individual (a natural person), “you” means you in your personal capacity.

If you access or use the Services on behalf of a legal entity, “you” means both you as an individual and that legal entity. You represent and warrant that you have the authority to bind that legal entity to this Agreement, and that the legal entity is responsible for all obligations under this Agreement arising from access to or use of the Services by you or that legal entity.

You may access or use the Services only if you meet the eligibility requirements described in Section 2 (Eligibility) and are not barred from accessing or using the Services under applicable law.

The Services are currently made available on a limited availability basis and may be modified, suspended, or discontinued at any time, as described in Section 12 (Changes to the Services).

We may update these Terms from time to time as described in Section 13 (Changes to These Terms).

By accessing or using the Services in any manner, you agree to be bound by this Agreement. If you do not agree to this Agreement, you may not access or use the Services.

2. Eligibility

You may not access or use the Services if you are under 13 years of age, or any higher minimum age required by applicable law in your jurisdiction (the “Minimum Age”).

If you are between the Minimum Age and the age of majority in your place of residence, you should access or use the Services only with the permission and under the supervision of a parent or legal guardian.

You may access or use the Services only if you (a) are at least the Minimum Age, (b) have the power to form a binding contract with Cogniludus (whether on your own behalf, on behalf of a minor for whom you are a parent or legal guardian, or on behalf of a legal entity), and (c) are not barred from accessing or using the Services under applicable law, including applicable export control and sanctions laws as described in Section 5.4 (Export Controls and Sanctions).

If you access or use the Services on behalf of a legal entity, you represent and warrant that you have the authority to bind that legal entity to this Agreement and that you and each individual who accesses or uses the Services on behalf of that legal entity meet these eligibility requirements.

We may restrict, suspend, or terminate your access to or use of the Services, in whole or in part, if we reasonably believe that you do not meet, or have not met, these eligibility requirements, as described in Section 8 (Suspension and Termination).

3. Third-Party Services and Content

The Services may include, integrate with, be distributed with, or otherwise interact with third-party websites, products, services, software, content, and other works and materials (collectively, “Third-Party Services and Content”).

Third-Party Services and Content are not under the control of Cogniludus. They are governed by separate licenses, terms, and policies. Where a third party’s license terms apply to a particular feature or part of the Services, those license terms will control to the extent they conflict with this Agreement, but only with respect to your access to or use of that feature or part.

The presence of any Third-Party Services and Content in the Services, including via links, does not constitute our endorsement, approval, or recommendation.

Your access to or use of any Third-Party Services and Content is solely at your own risk, and you are solely responsible for any consequences arising from or relating to such access or use. If you access or use any Third-Party Services and Content in connection with the Services, you are solely responsible for reviewing and complying with that third party’s terms, policies, guidelines, or agreements. Your relationship and any dealings with such third parties are solely between you and those third parties. We are not a party to, and will not be responsible or liable for any Third-Party Services and Content or any disputes, claims, demands, actions, proceedings, liabilities, losses, damages, costs, expenses, penalties, or fines arising from or relating to them.

Additional information about intellectual property and third-party components is provided in Section 6 (Intellectual Property).

4. Access to and Use of the Services

To access or use certain features or parts of the Services, you may be required to provide certain information about yourself or the legal entity on whose behalf you are accessing or using the Services.

You agree that all information you provide to Cogniludus in connection with your access to or use of the Services will be accurate, complete, not misleading, and up to date.

You are responsible for all activities that occur in connection with your access to or use of the Services and for maintaining the confidentiality of any credentials or access links that Cogniludus may provide to you.

You must use reasonable efforts to prevent unauthorized access to or use of the Services in connection with your information or any credentials or access links that Cogniludus may provide to you. You must not share any credentials or access links with any person who is not authorized to access or use the Services on your behalf. You agree to notify Cogniludus promptly if you become aware of, or reasonably suspect, any unauthorized access to or use of the Services in connection with your information or any credentials or access links.

If you are a legal entity, without limiting the foregoing, you are also responsible for ensuring that all individuals you authorize to access or use the Services on your behalf (each, an “Authorized User”) comply with this Agreement. Any access to or use of the Services by an Authorized User will be deemed your access to or use of the Services. You must manage and control access to the Services on your behalf, including determining who is an Authorized User and under what conditions they may use the Services.

Your rights to access or use the Services are personal to you and may not be transferred or assigned to any other individual or legal entity except as expressly permitted in this Agreement. Any attempted transfer or assignment of your rights to access or use the Services constitutes a violation of this Agreement and is void.

For purposes of the Services, “Limits” means access, usage, feature, rate, capacity, storage, and other technical limits or restrictions. We may impose, change, suspend, or remove Limits for the Services. We may restrict, suspend, or terminate your access to or use of the Services, in whole or in part, as described in Section 8 (Suspension and Termination). Additional information about changes to the Services, including Limits, is provided in Section 12 (Changes to the Services).

5. Acceptable Use

5.1 Prohibited Uses

You may not access or use the Services in any way that:

• violates any applicable law, regulation, court order, or governmental order;
• otherwise violates this Agreement;
• facilitates, promotes, or involves illegal or regulated activities, goods, or services in violation of applicable law;
• infringes, misappropriates, or otherwise violates any intellectual property or proprietary rights of any person;
• violates privacy, data protection, or other rights of any person;
• involves unlawful surveillance or monitoring of any person;
• attempts to gain unauthorized access to the Services or any systems, data, or networks;
• circumvents, disables, or otherwise defeats any security, authentication, or access-control measures;
• interferes with, disrupts, or degrades the Services, including others’ access to or use of the Services;
• introduces, transmits, or otherwise makes available any malware, viruses, worms, or other harmful code;
• abuses or overloads the Services, including, without limitation, spam or excessive automated requests;
• uses any automated means to scrape, crawl, harvest, or extract data or content from the Services, except as expressly permitted by us in writing;
• involves fraud, deception, scams, phishing, or other dishonest conduct;
• involves impersonation or misrepresentation of identity or affiliation;
• involves harassment, hate, or other abusive conduct, including, without limitation, discrimination or harm directed at individuals or groups;
• involves exploitation, including, without limitation, the exploitation or harm of minors;
• is intended to, or is reasonably likely to, cause physical harm, serious injury, death, or significant property or environmental damage;
• promotes self-harm, suicide, or serious violence;
• supports the design, development, production, testing, operation, or use of weapons or weapon systems;
• involves prohibited military or intelligence uses;
• materially contributes to serious violations of human rights;
• is harmful, abusive, fraudulent, deceptive, or otherwise objectionable or inconsistent with the intended purpose of the Services, as determined by us in our reasonable discretion.

We may restrict, suspend, or terminate your access to or use of the Services, in whole or in part, if we reasonably believe that you have engaged in any prohibited use, as described in Section 8 (Suspension and Termination).

5.2 Security and Integrity of the Services

You may not, in connection with the Services:

• access or attempt to access any systems, data, or areas of the Services that you are not authorized to access;
• attempt to compromise any authentication mechanism, including, without limitation, by brute force, credential stuffing, or phishing;
• interfere with, disrupt, or degrade the normal operation of the Services, Cogniludus’s systems, or the systems of any third party used to provide the Services;
• bypass, circumvent, disable, or otherwise defeat any security, authentication, or access-control measures of the Services;
• test, scan, probe, or otherwise investigate the vulnerability of any Cogniludus system or network, or any systems or networks of our service providers used to provide the Services, without our prior written consent;
• upload, transmit, distribute, or otherwise make available any viruses, worms, malware, or other harmful code through the Services;
• decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, underlying ideas, or algorithms of any non-open-source part of the Services, except to the limited extent permitted by applicable law notwithstanding this restriction;
• attempt to circumvent, evade, or exceed any Limits described in this Agreement or implemented in the Services, including, without limitation, by using multiple identities, email addresses, devices, IP addresses, or other workarounds;
• use any automated system, including, without limitation, bots, scrapers, or crawlers, to send more requests to our systems than a human could reasonably produce in the same period, except as expressly permitted by us in writing.

We may restrict, suspend, or terminate your access to or use of the Services, in whole or in part, if we reasonably believe that your access to or use of the Services threatens the security, integrity, or availability of the Services, as described in Section 8 (Suspension and Termination).

5.3 Protecting Others’ Rights

You are solely responsible for your access to and use of the Services and, to the extent the Services allow, for all data, content, and other works and materials that you submit to or otherwise make available through the Services (“Your Content”), including, without limitation, tactical instructions and other text you provide and names you choose within the Services. You must ensure that neither Your Content nor your access to or use of the Services:

• infringes, misappropriates, or otherwise violates any intellectual property or proprietary rights of any person, including, without limitation, copyrights, moral rights, trademarks, patents, trade secrets, database rights, and other intellectual property or proprietary rights;
• violates any privacy, data protection, or other rights of any person, including, without limitation, by processing personal data without a lawful basis, required notices or consents, or in violation of applicable law;
• discloses, misuses, or otherwise violates any confidentiality obligations or the confidential information of any person;
• misuses or misappropriates any person’s name, likeness, voice, or identity, or otherwise violates any rights of publicity or personality rights, without appropriate consent or legal authority; or
• defames, libels, or otherwise unlawfully injures the reputation or rights of any person.

You are responsible for obtaining all necessary rights, licenses, consents, and permissions for Your Content and for your access to or use of the Services, including any personal data or third-party materials that you access or use with the Services.

We may remove, disable, or restrict access to or use of any of Your Content, and may restrict, suspend, or terminate your access to or use of the Services, in whole or in part, if we reasonably believe that Your Content or your access to or use of the Services violates this Agreement, infringes or violates the rights of any person, or materially interferes with other users’ ability to access or use the Services, as described in Section 8 (Suspension and Termination).

5.4 Export Controls and Sanctions

You must comply with all applicable export control, re-export, trade control, sanctions, and anti-boycott laws and regulations (“Export Laws”) in connection with your access to and use of the Services. These may include, without limitation, the Export Laws of the United States, the European Union, the United Kingdom, and other relevant jurisdictions.

Without limiting the foregoing, you may not:

• access or use the Services, in whole or in part, if you are (a) located in, resident of, or organized under the laws of a country or territory subject to embargoes or sanctions that apply to the Services, or (b) listed on, or owned or controlled by an entity listed on, any applicable government sanctions or restricted parties list;
• export, re-export, transfer, release, transmit, provide access to, or otherwise make available the Services, in whole or in part, or any related software, technology, or technical data, in violation of Export Laws; or
• access or use the Services, in whole or in part, for any purpose prohibited by Export Laws, including, without limitation, the design, development, production, testing, operation, or use of nuclear, missile, or chemical or biological weapons, prohibited military end-uses or end-users, or prohibited surveillance, intelligence, or security-related end-uses.

You represent and warrant that you are not subject to any restriction that would prevent you from lawfully accessing or using the Services under applicable Export Laws, and that you will not access or use the Services, in whole or in part, in any manner that causes Cogniludus to violate Export Laws.

6. Intellectual Property

6.1 Ownership of the Services

As between you and Cogniludus, and subject only to the limited rights expressly granted to you under this Agreement, Cogniludus and its licensors own and retain all right, title, and interest in and to (a) the Services, (b) the Cogniludus Content, and (c) all related technology and intellectual property. This includes, without limitation, all software, games, simulations, documentation, specifications, designs, models, algorithms, know-how, and other works and materials, and any improvements, enhancements, updates, modifications, or derivative works of any of the foregoing.

For purposes of this Agreement, “Cogniludus Content” means any content, and other works and materials that Cogniludus makes available in connection with the Services, including, without limitation, the games, simulations, and documentation that we provide through the Services. Cogniludus Content forms part of the Services for purposes of this Agreement.

Cogniludus, the Cogniludus name and logo, and any related product or service names, logos, and slogans are trademarks and service marks of Cogniludus or its licensors. You may not use any of these marks without Cogniludus’s prior written consent.

Except for the limited rights expressly granted to you under this Agreement, no rights are granted to you, whether by implication, estoppel, or otherwise, in or to the Services or any related technology or intellectual property of Cogniludus or its licensors. All rights not expressly granted are reserved.

6.2 License to Use the Services

Subject to your continued compliance with this Agreement, Cogniludus grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services, including any Cogniludus Content made available to you through the Services. This license is granted solely for your personal use or, if you are using the Services on behalf of a legal entity, for that entity’s internal business purposes, and only as expressly permitted by this Agreement.

You may not:

• copy, reproduce, modify, create derivative works of, distribute, publicly display, publicly perform, sell, resell, rent, lease, sublicense, or otherwise transfer any part of the Services, including any games, simulations, or documentation, except as expressly permitted by this Agreement or under an applicable license from Cogniludus;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or algorithms of any non-open-source part of the Services, except to the limited extent permitted by applicable law notwithstanding this restriction;
• use the Services to provide any hosted, managed, service bureau, timesharing, or similar service to any third party, or otherwise make the Services available to any third party for their benefit, except as expressly permitted in a separate written agreement with Cogniludus;
• remove, alter, or obscure any proprietary notices, including, without limitation, copyright, trademark, patent, or other ownership notices, on or in the Services.

All rights in and to the Services not expressly granted to you under this Agreement are reserved by Cogniludus and its licensors.

6.3 Your Content

As between you and Cogniludus, you retain all right, title, and interest in and to Your Content, in each case subject to (a) Cogniludus’s and its licensors’ rights in and to any pre-existing materials included in or used with Your Content and (b) the licenses you grant under this Agreement, and in each case only to the extent the Services allow you to submit to or otherwise make available such content through the Services. You are solely responsible for Your Content and for ensuring that you have all rights, licenses, consents, and permissions needed for Your Content and for your access to or use of the Services, as further described in Section 5.3 (Protecting Others’ Rights).

To allow Cogniludus to provide, operate, maintain, and support the Services; to communicate with users; to maintain security and prevent misuse of the Services; to improve the Services and understand how they are accessed and used; and for our legal, compliance, enforcement, and administrative purposes, you grant Cogniludus a worldwide, perpetual, irrevocable, except where prohibited by applicable law, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to:

• use, host, store, reproduce, display, perform, distribute, transmit, and otherwise process Your Content through and in connection with the Services;
• modify, adapt, translate, format, and create derivative works of Your Content, and use those modifications and derivative works through and in connection with the Services; and
• use, evaluate, and analyze Your Content, and information derived from Your Content, to develop, train, improve, and operate the Services, and our models, algorithms, and related technologies.

To the extent Your Content includes Personal Information, as defined in our Privacy Policy, Cogniludus will exercise the rights granted in this Section 6.3 only as permitted by applicable law and as described in our Privacy Policy.

For clarity, and without limiting Section 6.1, Cogniludus and its licensors own all right, title, and interest in and to any models, algorithms, and other technologies, and all content, works, and other materials created by or on behalf of Cogniludus using, derived from, or based on Your Content, together with any improvements, enhancements, modifications, or derivative works of any of the foregoing, in each case subject only to your underlying rights in Your Content as described above.

If you make any of Your Content available to other users or to the public through the Services, you grant those users a non-exclusive, worldwide, royalty-free, non-transferable, and non-sublicensable license to access and use that content through the Services, for so long as that content remains available through the Services, only as enabled by the relevant features or parts of the Services and in accordance with this Agreement. Cogniludus is not responsible for any access to or use of Your Content by third parties that results from your choice to share it.

Nothing in this Agreement is intended to prevent you from using or publishing Your Content, such as your own tactical instructions, outside of the Services. However, you may not include, distribute, or redistribute any Cogniludus Content or other proprietary materials of Cogniludus in such uses, except to the extent we expressly permit you to do so in writing.

You are responsible for creating and maintaining your own backups of Your Content. Cogniludus does not guarantee that Your Content will be available to you at all times and has no obligation to store or retain Your Content except as required by applicable law or as described in this Agreement, and, subject to applicable law, has no liability to you for any loss or deletion of Your Content. After you remove Your Content from the Services or after termination of your access to the Services, Cogniludus may retain copies of Your Content as reasonably necessary for legal, security, compliance, and operational purposes, and may continue to use Aggregated or De-Identified Information, as defined in our Privacy Policy, derived from Your Content as permitted by this Agreement and our Privacy Policy.

6.4 Feedback

If you choose to provide Cogniludus with any feedback, suggestions, ideas, proposals, comments, or other information about the Services (“Feedback”), you do so voluntarily and without any expectation of confidentiality, attribution, compensation, or other consideration.

To the maximum extent permitted by applicable law, you hereby irrevocably assign and transfer to Cogniludus all right, title, and interest in and to the Feedback, including, without limitation, all intellectual property and other proprietary rights in and to the Feedback. To the extent that this assignment is not effective under applicable law, you grant Cogniludus a perpetual, irrevocable, except where prohibited by applicable law, worldwide, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, copy, modify, create derivative works from, distribute, publicly perform, publicly display, and otherwise exploit the Feedback for any purpose, without restriction.

You agree that Cogniludus will own all improvements, enhancements, and modifications to the Services that are based on, derived from, or otherwise result from any Feedback. You waive, and agree not to assert, any claim you may have now or in the future arising out of or relating to Cogniludus’s use of the Feedback, including, without limitation, any claim for infringement, attribution, compensation, payment, or royalties.

We may use Feedback without any obligation to review, respond, or implement it.

6.5 Outputs, Results, and Derived Works

The Services may generate, display, or otherwise make available various outputs, results, data, and other works and materials in connection with Your Content or your access to or use of the Services, including, without limitation, matches, simulations, match frames, statistics, scores, visualizations, and other results (collectively, “Outputs”).

As between you and Cogniludus, and subject to Cogniludus’s and its licensors’ rights in and to the Services, the Cogniludus Content, Outputs, and any pre-existing materials, you may access and use Outputs to create your own content, products, or services (collectively, “Your Derived Works”). Nothing in this Agreement is intended to prevent you from owning, using, publishing, or commercializing Your Derived Works, provided that you comply with this Agreement and do not include, distribute, or redistribute any Cogniludus Content or other proprietary materials of Cogniludus except as permitted by their applicable licenses or as we expressly permit in writing.

For clarity, Cogniludus and its licensors retain all right, title, and interest in and to the Services, the Cogniludus Content, and Outputs, except to the extent Outputs incorporate Your Content. Cogniludus and its licensors also retain all right, title, and interest in and to any models, algorithms, and other technologies, and other content, and other works and materials created by or on behalf of Cogniludus using, derived from, or based on Your Content or Outputs, together with any improvements, enhancements, modifications, or derivative works of any of the foregoing, in each case subject only to your underlying rights in Your Content and Your Derived Works as described in this Agreement.

You are solely responsible for Your Derived Works, including for ensuring that you have all necessary rights, licenses, consents, and permissions for any access to or use of Outputs, and for any publication or commercialization of Your Derived Works.

7. Fees and Payment

7.1 Plans

Cogniludus offers access to certain features or parts of the Services under subscription plans (each, a “Plan”). We currently offer a free Plan (the “Free Plan”) and a paid Plan (the “Visionary Plan”). The features and benefits associated with each Plan are described within the Services.

The Free Plan is subject to Limits. We may impose, change, suspend, or remove Limits for any Plan, including the Visionary Plan, as described in Section 4 (Access to and Use of the Services).

The Visionary Plan is offered on a limited basis. We may stop offering the Visionary Plan, or any other Plan, to new subscribers at any time. Any features, benefits, or advantages associated with a Plan are as described within the Services at the time, may change, and are not guaranteed to continue, to the maximum extent permitted by applicable law and subject to any notice requirements under applicable law.

7.2 Fees, Billing Periods, and Renewal

The fees for each paid Plan are displayed within the Services at the time of purchase. Fees are stated in United States dollars and, unless stated otherwise, do not include taxes, as described in Section 7.11 (Taxes and Third-Party Fees).

The Visionary Plan is offered with a monthly or a yearly billing period. Your subscription begins when your first payment is processed and renews automatically at the end of each billing period until canceled as described in Section 7.7 (Cancellation and Refunds). The fees for each billing period are charged at or near the start of that billing period.

7.3 Billing Information and Payment Processing

Payments are processed by a third-party payment processor, as described in Section 3 (Third-Party Services and Content). When you purchase a paid Plan, you provide your name and billing address to us, and you provide your payment details directly to the payment processor through pages hosted by the payment processor. Cogniludus does not receive or store your full payment card details.

We use the email address you use to access the Services for billing purposes, including the communications described in Section 7.9 (Billing Communications). You may not change this email address. You agree that all billing information you provide will be accurate, complete, not misleading, and up to date, as described in Section 4 (Access to and Use of the Services), and you are responsible for keeping your payment information up to date.

The payment processor stores your payment method on our behalf so that it can be used for subsequent charges under your subscription and, if you purchase a paid Plan again after a previous one ends, so that it can be presented to you for reuse when you check out. You may choose a different payment method when you check out, and you can remove a stored payment method using the billing management tools we make available within the Services. You represent that you are authorized to use any payment method you provide.

7.4 Payment Availability

Paid Plans are currently available only in the United States. To purchase a paid Plan, you must use a payment method issued in the United States and a billing address in the United States, and you must access the Services from the United States when making the payment. Payments that do not meet these requirements may be declined or blocked. We may change these requirements over time, subject to any notice requirements under applicable law. If your payment is declined or blocked, we may contact you about the payment using the contact information you have provided to us.

7.5 Free Trials

We may offer free trials for certain paid Plans or for certain features or parts of the Services. Where a free trial applies, its terms will be described within the Services. Unless stated otherwise, if you change your Plan or your billing period during a free trial, the free trial ends and charging begins immediately. We or our payment processor may send you a reminder before a free trial ends, as described in Section 7.9 (Billing Communications).

7.6 Plan Changes

You may change your Plan or your billing period within the Services. If you change to a more expensive Plan or to a longer billing period, the change takes effect immediately: we issue a credit for the unused portion of the current billing period, charge the fees for the new Plan or billing period for the remaining time in that billing period, and invoice the resulting charges at the time of the change.

If you change to a cheaper Plan or to a shorter billing period, the change takes effect at the end of the current billing period.

7.7 Cancellation and Refunds

You may cancel your subscription at any time within the Services. Cancellation takes effect at the end of the current billing period, and you keep access to the features or parts of the Services included in your paid Plan until then. After cancellation takes effect, your access continues under the Free Plan, subject to its Limits.

To the maximum extent permitted by applicable law, all fees and charges are non-refundable, and there are no refunds or credits for partially used billing periods, except for the prorated credits described in Section 7.6 (Plan Changes) and except where required by applicable law.

7.8 Failed, Incomplete, and Disputed Payments

If a payment fails, we or our payment processor may retry the payment for a period of time and may notify you, as described in Section 7.9 (Billing Communications). Certain payments may require confirmation or authentication before they can be completed; where confirmation is required, we or our payment processor may send you a request to confirm the payment, and reminders if you do not complete it. If a payment cannot be collected, or a required confirmation is not completed, within a reasonable period, we may cancel your subscription, as described in Section 8 (Suspension and Termination).

To the maximum extent permitted by applicable law, if a recurring payment is disputed, we may cancel your subscription immediately.

7.9 Billing Communications

By purchasing a paid Plan, you agree that we and our payment processor may send you billing-related communications in connection with your subscription. These may include, without limitation:

• reminders before a free trial ends;
• notices about upcoming renewals;
• notices about expiring payment methods;
• notices about failed, incomplete, or past-due payments;
• requests and reminders to confirm a payment; and
• finalized invoices and credit notes.

These communications are service communications, not promotional communications.

7.10 Changes to Plans and Fees

Cogniludus is under no obligation to continue providing the Services, in whole or in part, at no charge. We may, at any time, introduce fees for certain features or parts of the Services, convert any existing free access to or use of the Services to paid access to or use of the Services, impose, increase, change, suspend, or remove Limits on any Plan, change the fees or billing periods for any paid Plan, or change, suspend, or discontinue any Plan, in whole or in part, in each case subject to any notice requirements under applicable law. If we change the fees for a paid Plan you are subscribed to, the change will take effect no earlier than the start of a subsequent billing period, and we will provide notice as described in Section 13 (Changes to These Terms).

7.11 Taxes and Third-Party Fees

You are responsible for all fees and charges associated with your access to or use of the Services and for all applicable taxes, duties, levies, and assessments, including, without limitation, sales, use, value-added, GST, and withholding taxes. Where required by applicable law, we collect applicable taxes on our fees, and such taxes are calculated and added at the time of payment. You are also responsible for any third-party fees and charges you incur in connection with your access to or use of the Services, including, without limitation, fees charged by payment processors, app stores, cloud providers, or network providers.

8. Suspension and Termination

8.1 Our Rights to Restrict, Suspend, or Terminate

We may restrict, suspend, or terminate your access to or use of the Services, in whole or in part, if we reasonably believe that:

• we are required to do so by applicable law, regulation, court order, or a request from a governmental or regulatory authority;
• you have violated this Agreement;
• you have failed to pay any fees or charges, if applicable, when due, for any paid feature or part of the Services;
• your access to or use of the Services presents a risk to the security, integrity, or availability of the Services, may harm the Services or our systems, or may interfere with other users’ access to or use of the Services;
• your access to or use of the Services may subject us, our affiliates, or our third-party providers to liability, legal obligations, or reputational harm;
• you have engaged in fraud, misrepresentation, or other dishonest, abusive, or unlawful conduct;
• we are investigating suspected violations of this Agreement or suspected misuse of the Services;
• you have repeatedly violated this Agreement, or engaged in a pattern of conduct that indicates a likely future violation; or
• we reasonably suspect unauthorized access to or misuse of the Services, including, without limitation, attempts to collect email addresses or interfere with our systems;

We may take these actions with or without notice, and we may take them immediately where we reasonably believe it is necessary to (a) protect the Services, Cogniludus, our users, or third parties, (b) prevent or address fraud, security incidents, or other misuse, or (c) comply with applicable law. Where it is reasonable to do so, we will try to provide you with notice of a restriction, suspension, or termination.

To the maximum extent permitted by applicable law, we may also restrict, suspend, or terminate your access to or use of the Services, in whole or in part, at any time for any reason or no reason, including in connection with changes to the Services as described in Section 12 (Changes to the Services) and, if applicable, Section 7 (Fees and Payment).

A restriction or suspension may include disabling access to certain features or parts of the Services, imposing Limits, or imposing other restrictions. Termination will generally result in the cessation of your access to or use of the Services.

8.2 Your Right to Stop Using the Services

You may stop accessing or using the Services at any time.

If you believe that we have materially breached this Agreement, you may notify us in writing and give us a reasonable opportunity to cure the breach where required by applicable law. If we do not cure that material breach within a reasonable period after receiving your notice, you may stop accessing or using the Services.

8.3 Effect of Termination

Upon any restriction, suspension, or termination of your access to or use of the Services, in whole or in part, your right to access or use the Services will be restricted or cease, in whole or in part, as applicable. You are responsible for exporting or saving any information or Your Content that you wish to retain before your access to or use of the Services is restricted, suspended, or terminated, where the functionality of the Services reasonably allows you to do so. To the maximum extent permitted by applicable law, we have no obligation to help you retrieve Your Content after any restriction, suspension, or termination.

Even after your access to or use of the Services ends, as permitted by Section 6 (Intellectual Property) and our Privacy Policy:

• we may retain copies of Your Content and related data for backup, archival, legal, compliance, security, fraud prevention, dispute resolution, and operational purposes, including, without limitation, in log files and backup systems;
• we may create Aggregated or De-Identified Information, as defined in our Privacy Policy, from Your Content and related data, and we may retain and use such Aggregated or De-Identified Information, and any analytics, insights, and improvements derived from it, for purposes such as operating, maintaining, securing, improving, developing, and training the Services and our technologies; and
• except as expressly required by this Agreement or applicable law, we are not obligated to retain, return, or provide copies of Your Content or related data after any restriction, suspension, or termination, and we may delete such data in our discretion in accordance with our Privacy Policy and data retention practices.

If fees apply, restriction, suspension, or termination of your access to or use of the Services does not relieve you of any obligation to pay fees or charges accrued before the effective date of the restriction, suspension, or termination. If fees apply, any refund related to such termination will be determined and processed in accordance with Section 7 (Fees and Payment) and applicable law.

Sections of this Agreement that by their nature should survive termination will continue to apply, including, without limitation: Section 3 (Third-Party Services and Content), Section 5 (Acceptable Use), Section 6 (Intellectual Property), Section 7 (Fees and Payment) (if applicable), Section 9 (Disclaimers; No Warranties), Section 10 (Limitation of Liability), Section 11 (Indemnification), Section 14 (Governing Law and Dispute Resolution), Section 15 (Miscellaneous), and this Section 8.3 (Effect of Termination).

9. Disclaimers; No Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” COGNILUDUS AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT.

Without limiting the foregoing, and to the maximum extent permitted by applicable law, Cogniludus does not warrant or represent that:

• Beta, experimental, or preview features.

  Certain features or parts of the Services may be identified as beta, experimental, preview, or otherwise not yet generally available. Such features or parts may be incomplete, may change or be discontinued at any time, may not meet the same reliability or performance standards as other features or parts of the Services, and may not be fully supported. Any access to or use of such features or parts is at your sole risk.

• Availability and performance.

  The Services, in whole or in part, will be uninterrupted, secure, timely, or error-free; that any defects will be corrected; or that any particular uptime, latency, performance level, or availability target will be met, unless expressly stated in a separate written agreement between you and Cogniludus.

• Security and harmful components.

  The Services, or any content, and other works and materials made available through the Services, will be secure, free of vulnerabilities, or free of viruses, malware, or other harmful components, or that any security incident will be prevented or fully remediated. You are responsible for implementing appropriate safeguards, security controls, and protections in connection with your access to and use of the Services.

• Compatibility and interoperability.

  The Services, in whole or in part, will be compatible or interoperable with any particular hardware, software, systems, networks, browsers, tools, or services, or that the Services will operate without interruption or degradation due to changes in any third-party systems or environments. You are responsible for ensuring that your systems and environments are suitable for your intended access to and use of the Services.

• Data integrity.

  The Services will always store, retain, or preserve Your Content or other data without loss, corruption, or damage. You are responsible for maintaining appropriate backups of Your Content and any other data that you care about.

• Results and outputs.

  Any matches, simulations, Outputs, statistics, scores, or other results generated by or through the Services will be accurate, complete, reliable, current, or suitable for any particular use. Matches, simulations, and other Outputs may be incorrect, incomplete, unpredictable, or may not reflect real-world behavior. Any such information is provided for informational and entertainment purposes only, and you are solely responsible for reviewing, validating, and testing any results before relying on them or accessing or using them in any production, real-world, or other consequential context.

• Third-party services and content.

  As described in Section 3 (Third-Party Services and Content), Cogniludus does not control and is not responsible for any Third-Party Services and Content. Cogniludus makes no representations or warranties regarding any Third-Party Services and Content, including, without limitation, their availability, accuracy, legality, security, or performance, and your access to or use of them is solely at your own risk and subject to the terms and policies of the applicable third parties.

• Professional advice.

  The Services, including any simulations, Outputs, examples, documentation, or other information, do not constitute and are not a substitute for professional advice of any kind, including, without limitation, legal, medical, mental health, financial, investment, tax, accounting, engineering, security, or safety advice. You are solely responsible for obtaining appropriate professional advice before making any decisions that could result in injury, loss, or liability.

• High-risk and safety-critical uses.

  As further described in Section 5 (Acceptable Use), the Services are not designed or intended for use in any high-risk or safety-critical environments, including, without limitation, medical or life-support systems, emergency services, autonomous vehicles, weapons, military or defense systems, critical infrastructure, or any use where failure of the Services could reasonably be expected to result in death, personal injury, or severe physical or environmental damage. Cogniludus makes no representations or warranties regarding any access to or use of the Services in such contexts and will have no responsibility or liability for any such access or use.

No information, advice, or other communication, whether oral or written, obtained by you from Cogniludus or through the Services will create any warranty not expressly stated in this Agreement.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of statutory rights of consumers. In those cases, some of the above exclusions and disclaimers may not apply to you, and the warranties that cannot be excluded will be limited to the fullest extent permitted by applicable law.

10. Limitation of Liability

To the maximum extent permitted by applicable law, this Section 10 sets out the entire liability of Cogniludus, its affiliates, and each of their respective directors, officers, employees, contractors, and service providers, in connection with the Services and this Agreement.

To the maximum extent permitted by applicable law, in no event will Cogniludus, its affiliates, or any of their respective directors, officers, employees, contractors, or service providers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, loss of revenue, loss of business, loss of goodwill, loss of opportunities, loss or corruption of data, or loss of use of data, arising out of or relating to the Services or this Agreement, whether based on contract, tort, including negligence, strict liability, or any other legal theory, and even if Cogniludus has been advised of the possibility of such damages or if a limited remedy set forth in this Agreement is found to have failed of its essential purpose.

To the maximum extent permitted by applicable law, the total aggregate liability of Cogniludus, its affiliates, and their respective directors, officers, employees, contractors, and service providers, for all claims arising out of or relating to the Services or this Agreement, regardless of the form of action or theory of liability, will be limited to the greater of: (a) the total amounts paid by you to Cogniludus for the Services that gave rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim, and (b) one hundred U.S. dollars (USD $100). If you have not paid Cogniludus any amounts for the Services that gave rise to the claim, the amount under clause (a) will be zero. This limitation is in the aggregate for all claims and does not apply per incident, per claim, per user, or per theory of liability. Any refund related to such liability will be determined and processed in accordance with Section 7 (Fees and Payment) and applicable law.

Nothing in this Agreement is intended to exclude or limit any liability that cannot be excluded or limited under applicable law, including, without limitation, liability for fraud or fraudulent misrepresentation, or for death or personal injury to the extent such liability cannot be excluded or limited. Some jurisdictions do not allow the exclusion or limitation of certain types of damages or liabilities. In those cases, some of the above exclusions and limitations may not apply to you, and the liability of Cogniludus and its affiliates will be limited to the fullest extent permitted by applicable law.

11. Indemnification

You will indemnify, defend, and hold harmless Cogniludus, its affiliates, and each of their respective directors, officers, employees, contractors, and service providers (collectively, the “Indemnified Parties”) from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to any claim, demand, action, or proceeding by a third party arising out of or relating to:

• your breach of this Agreement, or your access to or use of the Services, including any access to or use in violation of this Agreement or applicable law, whether by you or, if you are a legal entity, by any individual you authorize to access or use the Services on your behalf;
• Your Content, including any allegation that Your Content, or Cogniludus’s access to, use of, or processing of Your Content as permitted by this Agreement, infringes, misappropriates, or otherwise violates any intellectual property, privacy, publicity, or other rights of any individual or legal entity;
• your failure to obtain any necessary rights, licenses, consents, permissions, or authorizations in connection with Your Content or your access to or use of the Services;
• any products, services, content, or other materials that you develop, operate, publish, commercialize, or provide using the Services or in connection with the Services, including any claims by your users, customers, or other third parties;
• your access to or use of any simulations, Outputs, or other results from the Services in any real-world, production, safety-critical, or other consequential context.

The Indemnified Parties will: (a) promptly notify you of any claim for which they seek indemnification, provided that a failure to provide prompt notice will only limit your obligations to the extent you are materially prejudiced by the delay, (b) permit you to control the defense and settlement of the claim, except as provided below, and (c) reasonably cooperate with you, at your expense, in the defense of the claim.

The Indemnified Parties may participate in the defense with their own counsel at their own expense.

You may not settle any claim that imposes any admission of liability on, or any non-monetary obligations for, any Indemnified Party, or that does not include a full and final release of all claims against all Indemnified Parties, without the prior written consent of Cogniludus.

Your obligations under this Section 11 are in addition to your other obligations under this Agreement.

12. Changes to the Services

We are continually improving and updating the Services. We may add, remove, deprecate, or modify features or parts of the Services at any time, including, without limitation, functionality, interfaces, games, simulations, integrations, and technical requirements. We may also change how the Services are offered or operated, including changes to underlying infrastructure, performance characteristics, or supported configurations.

We may, in our discretion, restrict, suspend, or discontinue the Services, in whole or in part, on a temporary or permanent basis, including, without limitation, any particular feature or part of the Services, such as a game, feature, interface, or integration. We do not guarantee that the Services, in whole or in part, will be available or remain available in any particular form, or that the Services will be compatible with any specific software, systems, devices, or tools.

Certain features or parts of the Services may be identified as beta, experimental, preview, early access, or similar. Such features or parts may be subject to Additional Terms, may change significantly over time, may be discontinued at any time, and may never become generally available. Any access to or use of such features or parts is at your sole risk and is subject to the disclaimers in Section 9 (Disclaimers; No Warranties).

Where it is reasonable and practicable to do so, we may provide notice of material changes to the Services, for example by posting an update within the Services or on our website. However, we are not obligated to provide notice of all changes, and the timing and form of any notice will be determined by us in our reasonable discretion, except where applicable law or a separate written agreement between you and Cogniludus requires otherwise.

If you do not agree with any change to the Services, your remedy is to stop accessing or using the Services in accordance with Section 8 (Suspension and Termination). Any refunds in connection with such changes, if applicable, will be determined and processed in accordance with Section 7 (Fees and Payment) and applicable law.

13. Changes to These Terms

We may update or modify these Terms from time to time. If we make changes, we will post the updated Terms on our website or within the Services and update the “Last Updated” date at the top of the Terms. Unless we state otherwise, changes take effect when we post the updated Terms. We may also specify an effective date in the updated Terms, in which case the changes will apply from that effective date.

Some changes may be minor, including, without limitation, corrections, clarifications, or formatting changes, and others may be more material, including, without limitation, changes to fees, changes to dispute resolution terms, changes to how the Services are described, or changes to certain rights or obligations under these Terms. For material changes, we may, where we consider it reasonable and practicable, provide additional notice by email, within the Services, or on our website. However, we are not obligated to provide notice of all changes, and the timing and form of any notice will be determined by us in our reasonable discretion, except where applicable law or a separate written agreement between you and Cogniludus requires otherwise.

Changes to these Terms will apply prospectively. The updated Terms will govern your access to and use of the Services and any disputes arising after the effective date of the updated Terms. They will not, by themselves, change rights or obligations that have already accrued before the effective date of the updated Terms.

If you do not agree to the updated Terms, your remedy is to stop accessing or using the Services in accordance with Section 8 (Suspension and Termination). Any refunds in connection with such decisions, if applicable, will be determined and processed in accordance with Section 7 (Fees and Payment) and applicable law. Your continued access to or use of the Services after the updated Terms become effective will constitute your acceptance of the updated Terms.

If you and Cogniludus have entered into a separate written agreement or order form for the Services that is signed by both parties, that separate agreement or order form will control to the extent it conflicts with this Agreement, but only with respect to its subject matter. This Agreement will continue to apply to the extent of any remaining conflict, and to any access to and use of the Services not covered by that separate agreement or order form.

14. Governing Law and Dispute Resolution

14.1 Governing Law

To the maximum extent permitted by applicable law, this Agreement and any dispute, claim, or controversy arising out of or relating to this Agreement or the Services, each, a “Dispute”, and collectively, “Disputes”, will be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules or principles and without giving effect to the United Nations Convention on Contracts for the International Sale of Goods.

If you are a consumer and the mandatory laws of your country of residence do not permit the application of Delaware law to some or all of your Disputes, then to that extent the laws of your country of residence will apply instead, and nothing in this Agreement is intended to limit any non-waivable rights you may have under such mandatory local law.

14.2 Informal Dispute Resolution

Before initiating arbitration or any other formal dispute resolution process, except as permitted below for small claims court or injunctive or other equitable relief, you and Cogniludus agree to first attempt to resolve the Dispute informally.

If you have a Dispute with Cogniludus, you must send a written notice, a “Notice of Dispute”, to legal [at] cogniludus [dot] com that includes: (a) your name, username, if applicable, and the email address you have provided to us, (b) your mailing address and other contact information, (c) a brief description of the Dispute, including relevant dates and the basis for your claims, and (d) the specific relief you are seeking, including any requested amount and how you calculated it. Cogniludus may send you a Notice of Dispute to the email address you have provided to us, and to any other contact information you have provided. You and Cogniludus will use reasonable efforts to resolve the Dispute informally for at least thirty (30) days from the date a complete Notice of Dispute is received by the other party, including, without limitation, by participating in a good-faith settlement conference by phone or video if requested by either party.

If the Dispute is not resolved within this informal resolution period, either you or Cogniludus may proceed to arbitration, small claims court, or seek injunctive or other equitable relief, as permitted below. Nothing in this Section limits either party’s right to seek interim or provisional relief where such relief is available under applicable law.

14.3 Arbitration Agreement

To the maximum extent permitted by applicable law, you and Cogniludus agree that any Dispute, except as expressly set forth below, will be resolved by binding, individual arbitration, and not in a class, collective, representative, or consolidated action or proceeding.

Federal Arbitration Act. To the maximum extent permitted by applicable law, this arbitration agreement is governed by the U.S. Federal Arbitration Act and evidences a transaction involving interstate commerce.

Survival and severability. This arbitration agreement will survive termination of this Agreement and your relationship with Cogniludus. If any portion of this arbitration agreement is found to be unenforceable, the remaining portions will remain in full force and effect to the maximum extent permitted by applicable law.

• Scope.

  This arbitration agreement applies to all Disputes between you and Cogniludus arising out of or relating to this Agreement or the Services, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the Dispute arises during or after the term of this Agreement.

• Small claims.

  You may bring an individual claim in small claims court, or a similar court of limited jurisdiction, if the claim qualifies, instead of arbitration. Cogniludus may bring an individual claim in small claims court only to the extent permitted by applicable law.

• Injunctive and equitable relief; IP and security.

  Either you or Cogniludus may seek injunctive or other equitable relief in court, without first engaging in arbitration, to protect intellectual property rights, confidential information, or the security, integrity, or availability of the Services, or to prevent unauthorized access to or use of the Services.

• Arbitration forum and rules.

  Arbitration will be administered by JAMS and conducted under the JAMS Streamlined Arbitration Rules & Procedures, if applicable, or, if those rules are not available or applicable, the JAMS Comprehensive Arbitration Rules & Procedures, in each case as modified by this Agreement, collectively, the “JAMS Rules”. The JAMS Rules and information about arbitration are available at the JAMS website. If JAMS is not available or declines to administer the arbitration, the parties will reasonably cooperate to select a reputable arbitration provider that will apply procedures consistent with the JAMS Rules, and if the parties cannot agree, a court of competent jurisdiction may appoint an administrator, to the maximum extent permitted by applicable law.

• Mass arbitration procedures.

  If 75 or more similar demands for arbitration, each, a “Demand”, are filed against Cogniludus, its affiliates, or any of their respective directors, officers, employees, contractors, or service providers, by or with the assistance of the same law firm or law firms acting in coordination, then you and Cogniludus agree that the arbitration(s) will be administered in accordance with the JAMS Mass Arbitration Procedures and Guidelines, as in effect when the Demands are filed, as modified by this Agreement, and to the maximum extent permitted by applicable law. Any process administrator appointed under those procedures may batch, consolidate, or otherwise group Demands or claims for purposes such as administration, discovery, and hearings, consistent with procedural fairness and efficiency. Any such grouping is for administrative purposes only and does not authorize class, collective, consolidated, or representative arbitration on the merits.

  To promote efficient administration, the parties agree that, unless the process administrator determines a different approach is appropriate under the applicable JAMS procedures, the Demands will proceed in stages. As an initial stage, a limited number of Demands will be selected and proceed to resolution, including any dispositive motions, hearings, or awards, and the remaining Demands will be stayed pending the outcome of that initial stage. After the initial stage concludes, the process administrator may, consistent with the applicable JAMS procedures, facilitate settlement discussions, additional staged proceedings, or other steps intended to resolve the remaining Demands efficiently.

  The parties will request that, to the maximum extent permitted by the applicable JAMS procedures, Demands stayed in a stage are not treated as individually initiated or administered for fee purposes until they are selected to proceed, and that any associated forum or administration fees for stayed Demands are deferred unless and until the stay is lifted.

• Arbitrator and seat.

  The arbitration will be conducted by a single arbitrator selected in accordance with the JAMS Rules. The seat, meaning the legal place, of arbitration will be in the State of Delaware, United States, unless you and Cogniludus agree otherwise, or unless applicable law requires otherwise. The arbitration will be conducted by video conference, teleconference, or on documents, except to the extent the arbitrator determines an in-person hearing is necessary, to the maximum extent permitted by the JAMS Rules. The language of the arbitration will be English.

• Streamlined procedures.

  To reduce the time and cost of arbitration, the arbitrator will apply reasonable limits on discovery and motion practice, consistent with the JAMS Rules and the goal of efficient resolution. To the maximum extent permitted by applicable law and the JAMS Rules, the arbitrator may resolve a Dispute based on written submissions, without an evidentiary hearing, unless the arbitrator determines a hearing is necessary.

• Fees and costs.

  The payment of arbitration fees and costs will be governed by the JAMS Rules and applicable law. If you are a consumer, Cogniludus will pay arbitration fees and costs to the extent required by the JAMS Consumer Minimum Standards or applicable law, and you will be responsible only for the consumer filing fee required to initiate arbitration, if any, which will not exceed the amount permitted by the JAMS Consumer Minimum Standards. If Cogniludus initiates arbitration against you, Cogniludus will pay the filing fee and any other fees and costs required by the JAMS Rules or applicable law. Each party will be responsible for its own attorneys’ fees and costs, except to the extent the arbitrator awards fees and costs under applicable law. The arbitrator may award fees and costs only as permitted by applicable law.

• Arbitrator’s authority.

  The arbitrator will have the exclusive authority to resolve any Dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or part of this arbitration agreement is void or voidable, to the maximum extent permitted by applicable law. The arbitrator will have the authority to grant individual relief that would be available in a court, including injunctive relief, declaratory relief, or damages, but only in favor of the individual party seeking relief and only to the extent necessary to provide the relief warranted by that party’s individual claim.

• Judgment on award.

  The arbitrator’s award will be final and binding on you and Cogniludus, and judgment on the award may be entered in any court having jurisdiction.

To the extent this arbitration agreement is found to be unenforceable with respect to a particular Dispute, or if you are permitted by mandatory local law to bring a Dispute in court rather than arbitration, then, subject to any mandatory local rules regarding venue, the exclusive jurisdiction and venue for such Dispute will be the state and federal courts located in the State of Delaware, United States, and you and Cogniludus consent to the personal jurisdiction of those courts for such purposes.

WAIVER OF JURY TRIAL. To the maximum extent permitted by applicable law, if any Dispute is heard in a court rather than in arbitration, you and Cogniludus each waive any right to a trial by jury in any such court proceeding.

Nothing in this Section is intended to prevent you from bringing issues to the attention of regulatory authorities or from seeking other remedies that are available to you under applicable law.

14.4 Class Action Waiver

To the maximum extent permitted by applicable law, you and Cogniludus agree that each may bring Disputes against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action or proceeding.

Unless both you and Cogniludus agree otherwise in a written agreement signed by both parties, no arbitrator or court may consolidate more than one person’s claims or otherwise preside over any form of class, collective, consolidated, or representative action or proceeding. 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 the relief warranted by that party’s individual claim.

If this Class Action Waiver is found to be unenforceable with respect to a particular Dispute, then, to the maximum extent permitted by applicable law, (a) the arbitration agreement in Section 14.3 will not apply to that Dispute, and (b) that Dispute must be brought only in a court of competent jurisdiction as specified in Section 14.3, and not in arbitration. This Class Action Waiver will continue to apply to all other Disputes that remain subject to arbitration.

15. Miscellaneous

15.1 Entire Agreement

This Agreement constitutes the entire agreement between you and Cogniludus regarding the Services, and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral, relating to its subject matter.

If you and Cogniludus enter into a separate written agreement or order form that is signed by both parties and that expressly governs specific Services or a specific feature or part, then, to the extent of any conflict, that separate agreement or order form will control, but only with respect to its subject matter.

15.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, that provision will be enforced to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will remain in full force and effect. To the extent permitted by applicable law, the invalid, illegal, or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, consistent with the parties’ original intent.

15.3 No Waiver

No failure or delay by Cogniludus in exercising any right, power, or remedy under this Agreement will operate as a waiver of that right, power, or remedy. No single or partial exercise of any such right, power, or remedy will preclude any other or further exercise of that right, power, or remedy. Any waiver of any provision of this Agreement must be in writing, must expressly state that it is a waiver, and will be effective only for the specific instance and purpose for which it is given.

15.4 Assignment

You may not assign, transfer, or delegate this Agreement, or any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Cogniludus. Any attempted assignment, transfer, or delegation in violation of this Section 15.4 is void and of no effect.

Cogniludus may assign, transfer, or delegate this Agreement, in whole or in part, without your consent, including to any affiliate or in connection with a merger, acquisition, corporate reorganization, sale of assets, or other similar transaction, or otherwise. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

15.5 No Third-Party Beneficiaries

Except as expressly stated in this Agreement, this Agreement is for the sole benefit of you and Cogniludus and does not create any rights or obligations enforceable by any other individual or legal entity.

However, the Indemnified Parties identified in Section 11 (Indemnification) are intended third-party beneficiaries of that Section and may enforce the indemnification rights set forth in Section 11 directly against you.

15.6 Relationship of the Parties

The relationship between you and Cogniludus under this Agreement is that of independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship between you and Cogniludus. Neither party has the authority to bind the other party or to incur obligations on the other party’s behalf without that party’s prior written consent.

15.7 Force Majeure

Neither you nor Cogniludus will be liable for any delay or failure to perform any obligation under this Agreement, other than payment obligations that have already become due, to the extent the delay or failure is caused by events beyond that party’s reasonable control, including natural disasters, war, terrorism, civil unrest, governmental actions, embargoes, strikes or other labor disputes, failures or interruptions of third-party infrastructure or telecommunications, internet or network failures, power outages, pandemics, epidemics, or other public health events, or any other similar events or circumstances beyond the party’s reasonable control, each, a “Force Majeure Event”.

The affected party will use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably practicable.

15.8 Notices and Interpretation

Notices to Cogniludus. For notices to Cogniludus that are required under this Agreement, including notices of Disputes under Section 14, you must send a written notice to legal [at] cogniludus [dot] com.

Notices to you. Cogniludus may provide notices to you under this Agreement by: (a) email to the email address you have provided to us, (b) messages, banners, or notifications within the Services, or (c) posting on our website. It is your responsibility to ensure that your contact information is accurate and kept up to date.

Notices sent by email will be deemed given when sent, as long as the sender does not receive a technical error message indicating non-delivery. Notices posted within the Services or on our website will be deemed given when they are first made available.

You agree that any notices, disclosures, agreements, or other communications that we send to you electronically satisfy any legal requirement that such communications be in writing, to the maximum extent permitted by applicable law.

Interpretation. Headings in this Agreement are for convenience only and do not affect interpretation. The words “including,” “include,” and similar terms will be construed as “including, without limitation,”. References to “will” indicate a mandatory obligation. Unless otherwise stated, any date referenced in this Agreement refers to the corresponding calendar date in Coordinated Universal Time (UTC). If Cogniludus provides a translated version of this Agreement and there is any conflict between the translated version and the English version, the English version will control to the maximum extent permitted by applicable law.

16. Contact Information

If you have any questions, concerns, or feedback about the Services, the Agreement, or the Privacy Policy, you can contact us using the details below:

• For general questions about the Services, please email: hello [at] cogniludus [dot] com
• For questions about privacy or data protection, please email: privacy [at] cogniludus [dot] com
• For questions about these Terms or other legal matters, please email: legal [at] cogniludus [dot] com