Terms of Service
These Terms of Services constitute a legal agreement between you and Cognifirm ApS – a private limited liability company registered under the laws of Denmark with company registration number 30578821, having its registered address situated at Kongevejen 149, DK 2830 Virum, Denmark.
The following definitions apply to these Terms of Services:
Account: Shall mean an account with Cognifirm which you create to use the Website and Services;
Agreement: Shall mean these Terms of Services governing your use of the Website and Services;
Applicable law: Shall mean the laws of Denmark;
Cognofirm: Shall mean Cognifirm Aps, its subsidiaries, Cognifirm employees, and its affiliates listed at: Cognifirm.com/contact/ (collectively, “Cognifirm”, “we”, “us”, or “our”);
Data: Shall mean content, data, information, know-how and confidential information relating to your business, including activity on your website;
Services: Shall mean the software as a service (SaaS) offered by Cognifirm including but not limited to a brower plug-in, a browser based process assistant, online process creating module, user administration and similar functionalities as developed and introduced by Cognifirm from time to time and as further described on the Website on our product page;
Subscription Plan: Shall mean one of the different subscription products through which You can use the Services as further described in Our product page;
Subscription Term: Shall mean the period for which subscription to the Services shall be made available by Cognifirm to You, subject to Your adherence to the obligations undertaken by this Agreement;
Third parties: Shall mean any persons, legal or natural, which are neither You nor Cognifirm;
Trial period: Shall mean a free access or rebate periods provided to You by Cognifirm for a limited period of time, to the Services, which shall be granted at the sole discretion of Cognifirm. Access may be revoked by Cognifirm at any time without need of any prior notice;
User role: A Subscription Plan can contain rights to manage fixet number of users that can access the Cognifirm service, called user roles. Each role is personal and can not be shared between different employees insite a company, or can be shared between different companies, unless approved by Cognifirm.
You / your: mean a user of the Website.; and
Website: The web pages located at cognifirm.com and any subdomains that are integrated within this Website.
1 Account Registration, Access and Disclosure
1.1 To use the Webite and benefit from Our Services, You must create an Account by completing a registration form, by providing Us with all required information and activating the “I accept the Terms of Service” check-box and clicking on the either the “Start Free trail”, or the “Start free product” button.
1.2 We reserve the right for Us, after obtaining Your prior consent, to access Your Account and the information that You have provided for support, maintenance purposes or for any technical, billing or security reasons.
1.3 It is Your responsibility to protect Your personal data and maintain the confidentiality of Your user information and passwords. You are also responsible for promptly notifying Cognifirm of any unauthorized use of Your account, or breach of Your account information or password.
2.1 Cognifirm offers several different Subscription Plans for Our Services to choose from. An overview of the plans can be found on Our pricing page. All fees quoted on Our site are exclusive of VAT or any local taxes that may apply. You may change Your paid Subscription plan at any time to a different paid Scubcription plan during Your Subscription Term, upon which We will apply the respective fees on a pro-rata basis.
2.2 We reserve the right to amend the Subscription Plans and/or Subscription Term at any time or introduce new fees and/or subscription levels or charges. We will provide You with thirty (30) calendar days’ written notice in advance during which You will have the right to unsubscribe from, or change Your curent Subscription Plan, should You not agree with these amendments.
3 Subscription Term and Renewal
3.1 The duration of the trial period is specified during the Account creation process and on the “Try for free page”. At the end of the trial period, You will be prompted to enter Your payment details. Your credit card or PayPal account will be automatically charged on the displayed billing date on the billing section associated to Your Account on Our Site.
3.2 Unless Cognifirm is notified in writing at least seven business (7) days before the end of the conclusion of Your curent Subscription Term (or any subsequent Renewal Term) that You do not intend to renew Your subscription, You will be enrolled into an automatic renewing cycle for the same term at the conclusion of the Subscription Term (the “Renewal Term“). This applies to all paid Subscription Plans. Any notice of Your intention not to renew shall be provided to the following email address: support@Cognifirm.com.
4.1 Both You and We may terminate this Agreement for cause as a result of a material breach by the other party of the terms hereof in this Agreement if the defaulting party fails to cure such material breach within fifteen (15) calendar days of its receipt of written notice of the breach from the non-defaulting party.
4.2 Notwithstanding section 5.1, We may immediately terminate this Agreement if You:
- Terminate Your business activities or become insolvent; or
- Fail, in part or in full, to pay the fees when due in accordance with Your Subscription Plan.
4.3 Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will automatically terminate except for rights of action accruing prior to termination, payment obligations, and any obligations that expressly are intented to survive termination. Thus, upon termination, howsoever occasioned, Your Subscription Plan and access to the Website and Services shall immediately cease without further notice.
5 Limited licences
5.1 Subject to this Agreement, Cognifirm grants You a limited, revocable, non-exclusive, non-transferable and non-assignable licence to use the Website and access the Services as a software as a service (SaaS) solution for enterprise, and commercial use subject to the other terms of this Agreement.
5.2 In regards to Your license, you expressly represent and warrant that you shall not transfer,
- Lease, sub-license, modify, reverse engineer, decompile or disassemble the Website and/or any part of the Services.
- Copy, adapt, alter, modify, translate, distribute, transmit, reproduce, publish, frame or create derivative works of the Website and/or Services;
- Use the Services for illegal purposes or for the transmission of information that may, at Our discretion, be classified as unlawful, libellous, abusive, obscene or that infringes any third-party rights, including intellectual property rights.;
- Circumvent or disable any technological features or measures in the Services or use the Services, including in conjunction, with any device, program, or service designed to circumvent any deployed technological measures, in an attempt to control access to, or the rights in, a content file or other work protected by intellectual property laws.
5.3 Any such breach of section 6.2 shall constitute a material breach of this Agreement and shall prompt Us, at Our own discretion, to immediately terminate Your right to access the Service. Further, any such breach of section 6.2 shall make You liable, with no limitations, for any and all damages/loss suffered by Cognifirm, whether direct or indirect, as a result of such breach.
6 Proprietary Rights and Data
6.1 Except as otherwise stated herein, all rights, titles and interest in the Website and/or the Services and any content contained therein is the exclusive property of Cognifirm, except as otherwise stated herein. Unless otherwise specified, the Services are for Your limited use only.
6.2 In the course of performing the Services, Cognifirm will have access to some of Your Data. All rights, title and interest in the Data is Your exclusive property, except as otherwise provided for herein throughout this Agreement.
6.3 Cognifirm shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes, in whole or in part, any of Your Data except for the purposes of the provision of performing the Services expressly provided for herein, without any further prior need of approval or consent from You.
6.5 By using this service, you accept that your site’s data in aggregated and anonymous form can be used as a part of a benchmark for how sites, in general, are performing. This service will not make it possible for any third party to trace back any specific information to your particular sites or its users.
6.6 You acknowledge and agree that Cognifirm may disclose any Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
- Comply with legal process;
- Enforce this Agreement;
- Respond to claims that any of Your content and/or Data violates the rights of Third Parties; or
- Protect the rights, property, or personal safety of Cognifirm, the Site, the Services, its users, and the public.
7 Cognifirm’s statements and obligations
7.1 Cognifirm states to You that:
- To the best of Cognifirm’s knowledge, the Services are provided in accordance with Applicable Law; and
- The Services do not, to the best of Cognifirm’s knowledge, infringe any third-party rights, including intellectual property rights, when used in accordance with this Agreement.
7.2 Cognifirm obligates to only use Your Data in accordance with this Agreement, including its annexes.
7.3 Notwithstanding sections 8.1, You specifically acknowledge the follow matters which are essential terms of this Agreement:
- The Services are provided to You on an “as is” and “as available” basis; and further that
- Cognifirm expressly disclaims and negates any and all warranties or representations – whether expressed or implied – as to the merchantability, fitness for a particular purpose, likely results, reliability, durability or any other performances, qualities or characteristics of the Services.
8 Limitations of liability
8.1 In no event shall Cognifirm, its owners, suppliers or any of their respective owners, directors, employees, contractors and/or agents be liable to You or any Third Party for any direct, indirect, special, exemplary, punitive or other consequential or incidental damages (including but not limited to any lost profits or revenue, interruption, loss of programs or other information, or any other pecuniary loss) arising directly or indirectly from:
- Your use of or access to the Website and/or Services, or any content, products or services distributed on or provided through the Website and/or Services; or
- Any failure or interruption of the Website and/or Services, whether arising out of errors, omissions, loss of data, defects, viruses, hacker attacks, interruptions or delays in operations or transmission or any other cause, whether based on warranty, contract, tort (including negligence) or any other legal theory,
- In any event, and without prejudice to the above, Cognifirm’s total maximum aggregate liability under this Agreement, including any annexes herewith, or in respect of the use or exploitation of any part or all of the Website or Services, the content or user material in any manner whatsoever shall not exceed Your monthly subscription fee.
9 Data Retention
9.1 Cognifirm commits to securely storing data on behalf of Our customers in accordance with their subscription plan and timeframes corresponding to each Subscription Plan. All data exceeding the stated timeframe will be routinely and permanently deleted from Our systems.
9.2 You expressly acknowledge and accept that Cognifirm does not provide any archiving or backup services, and may delete Data that is no longer in use and exceeds the timeframes stipulated in the applicable Subscription Plan. Cognifirm expressly disclaims all obligations with respect to archiving, storage and backup of Data.
10.1 The Website and/or Services may include links to certain websites, materials, or content developed by Third Parties. Cognifirm has not reviewed all of the sites linked to its Site and/or Services and shall not be responsible for the contents of any such linked material. The inclusion of any link does not imply endorsement by Cognifirm of such material and Cognifirm shall not be held liable in respect of any links contained therein. Use of any such linked material shall be at Your own risk. Cognifirm reserves the right, in its sole and absolute discretion, to discontinue links to any other material at any time and for any reason.
11 Governing Law and Dispute Resolution
11.1 This Agreement is governed by, and construed in accordance with the laws of Denmark. The parties agree that any dispute or claim arising out of or in connection with this Agreement or its subject-matter shall be settled before the Court of Lyngby, Denmark.
12 Privacy / Data Protection
12.1 The Parties agree that You will act as the data controller and Cognifirm as the data processor with regards to the personal data processed on end users of Your website.
12.2 By accepting the terms contained within this Agreement, including its annexes, You acknowledge represent and warrant that You shall comply with all applicable laws, including but not limited to data protection and privacy laws and that you shall indemnify Cognifirm Indemnified Parties against any Third Party claims related to violation of such applicable laws in the use of the Service.
DK 2300 Virum
0045 7192 6000