1. Acceptance of Terms

These Terms of Service (the "Terms") constitute a legally binding agreement (the "Agreement") between you, whether personally or on behalf of an entity ("you," "your," or "User") and CogniMate.app ("CogniMate.app," "we," "us," or "our") concerning your access to and use of the CogniMate.app application and related services (collectively, the "Services").

You acknowledge that you have read and understood these Terms, and agree to be bound by them. If you do not agree to all of these Terms, you are prohibited from using the Services and must discontinue use immediately.

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised Terms.

2. Definitions

For the purposes of these Terms:

• "Application" shall mean the software program provided by CogniMate.app, downloaded and accessed by a User on any electronic device;
• "Account" means a unique account created for You to access our Services;
• "Content" refers to any material, such as text, data, information, images, graphics, logos, or other material that is provided through the Services or that Users provide, upload, or submit to the Services;
• "Intellectual Property Rights" means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction;
• "Service Provider" means any natural or legal person who processes data on behalf of CogniMate.app. It refers to third-party companies or individuals employed by CogniMate.app to facilitate the Services;
• "Third-party Service" means any website or service that is not owned or controlled by CogniMate.app but is integrated with our Services.

3. User Accounts

3.1 Account Creation

When you create an account with us, you must provide information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Services.

3.2 Account Security

You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password. You agree to keep your password secure and not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

3.3 Account Termination

We reserve the right to terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Upon termination, your right to use the Services will immediately cease.

4. Services and Licensing

4.1 License Grant

Subject to these Terms, CogniMate.app grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal or internal business purposes.

4.2 Restrictions

You shall not:

• License, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services;
• Modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services;
• Access the Services in order to build a similar or competitive website, product, or service;
• Copy, reproduce, distribute, republish, download, display, post, or transmit the Services in any form or by any means;
• Use the Services for any illegal purpose, or in violation of any local, state, national, or international law;
• Use the Services to transmit any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
• Use the Services to impersonate or attempt to impersonate CogniMate.app, a CogniMate.app employee, another user, or any other person or entity;
• Engage in any activity that interferes with or disrupts the Services;
• Attempt to gain unauthorized access to the Services, user accounts, computer systems, or networks connected to the Services through hacking, password mining, or any other means;
• Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services;
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.

5. Intellectual Property

5.1 Ownership

The Services and their original content (excluding Content provided by Users), features, and functionality are and will remain the exclusive property of CogniMate.app and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of CogniMate.app.

5.2 User Content

By submitting, posting, or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods now known or later developed.

You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

5.3 DMCA Notice and Procedure

We respect the intellectual property rights of others. If you believe that any Content or material available on or through the Services infringes upon any copyright you own or control, please send a notice of copyright infringement to us at legal@cognimate.app. Please include: (1) identification of the copyrighted work claimed to have been infringed; (2) identification of the allegedly infringing material; (3) your contact information; (4) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner; and (5) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed.

6. Payment and Subscription

6.1 Subscription Plans

Some parts of the Services are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set on a monthly or annual basis, depending on the type of subscription plan you select.

6.2 Automatic Renewal

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or CogniMate.app cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting CogniMate.app customer support team.

6.3 Fee Changes

CogniMate.app, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. CogniMate.app will provide reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

6.4 Refunds

Certain refund requests for Subscriptions may be considered by CogniMate.app on a case-by-case basis and granted at the sole discretion of CogniMate.app. In no event will refunds be issued for partial subscription periods.

7. Disclaimers and Limitations of Liability

7.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COGNIMATE.AI AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COGNIMATE.AI MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.

7.2 Limitation of Liability

IN NO EVENT SHALL COGNIMATE.AI, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT COGNIMATE.AI SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

7.3 Indemnification

You agree to defend, indemnify and hold harmless CogniMate.app and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (i) your use and access of the Services, by you or any person using your account and password; (ii) a breach of these Terms, or (iii) Content posted by you or through your account.

8. Governing Law and Dispute Resolution

8.1 Governing Law

These Terms shall be governed and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.

8.2 Arbitration

Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled in Delaware, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction.

8.3 Limitation Period

YOU AND COGNIMATE.AI AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

9. Miscellaneous

9.1 Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

9.2 Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

9.3 Force Majeure

CogniMate.app shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

9.4 Assignment

CogniMate.app may assign or delegate these Terms, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under these Terms without CogniMate.app's prior written consent, and any unauthorized assignment and delegation by you is void.

9.5 Entire Agreement

These Terms, including any legal notices and disclaimers contained on our Services, constitute the entire agreement between you and CogniMate.app regarding your use of the Services, and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter hereof.