Cognisess Terms and Conditions | Predictive Analytics for People Company
Cognisess is a predictive analytics for people company. See Cognisess website and applications t&c's. support@cognisess.com
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For support please contact us at support@cognisess.com

Terms and Conditions

Master Subscription Agreement | End User Terms

IMPORTANT — READ CAREFULLY: BY CREATING AN ACCOUNT OR BY UTILISING THE COGNISESS PLATFORM YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

 

Please read the following Subscription Agreement and Terms and Conditions, which relate to information regarding general use of our software platform and services. By using our software platform, you are agreeing to these Terms and Conditions whether as a guest, candidate, employee, registered user or subscriber.

 

MASTER SUBSCRIPTION AGREEMENT

 

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES. IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.

 

BY ACCEPTING THIS AGREEMENT, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE; BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT; OR,FOR FREE SERVICES, BY USING SUCH SERVICES, YOU AGREE TOTHE TERMSOF THIS AGREEMENT.

 

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU”OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

 

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

 

This Agreement was last updated on November 27, 2017. It is effective between You and Us as of the date of Your accepting this Agreement.

 

General Provisions

 

  1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

 

“Agreement” means this Master Subscription Agreement.

 

“Beta Services” means COGNISESS services or functionality that may be made available to You to try at Your option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

 

“Content” means information obtained by Cognisess Ltd from publicly available sources or third party content providers and made available to You through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.

 

“Documentation” means the applicable Service’s Terms and Privacy documentation, and its usage guides and policies, as updated from time to time, accessible via www.cognisess.com or login to the applicable Service.

 

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

 

“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services, including, for example, the yondur located at http://www.yondur.com/

 

“Non-Cognisess Application” means a Web-based, mobile, offline or other software process or functionality that is provided by You or a third party and interoperates with a Service, including, for example, an application that is developed by or for You, is listed on a Marketplace, or is identified as Cognisess Labs or by a similar designation.

 

“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

 

“Free Services” means Services that Cognisess makes available to You free of charge. Free Services exclude Services offered as a free trial and Purchased Services.

 

“Purchased Services” means Services that You or Your Affiliate purchase under an Order Form, as distinguished from Free Services or those provided pursuant to a free trial.

 

“Services” means the products and services that are ordered by You under an Order Form or provided to You free of charge (as applicable) or under a free trial, and made available online by Us, including associated Cognisess offline or mobile components, as described in the Documentation. “Services” exclude Content and Non-Cognisess Applications.

 

“User” means, in the case of an individual accepting these terms on his or her own behalf, such individual, or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized by You to use a Service, for whom You have purchased a subscription (or in the case of any Services provided by Us without charge, for whom a Service has been provisioned), and to whom You (or, when applicable, We at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, candidates, consultants, contractors and agents, and third parties with which You transact business.

 

“We,” “Us” or “Our” means the cognisess.com company described in Section 13 (Whom You Are Contracting With, Notices, Governing Law and Jurisdiction).

 

“You” or “Your” means, in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have entered into Order Forms.

 

“Your Data” means electronic data and information submitted by or for You to the Services, excluding Content and Non Cognisess Applications.

 

  1. FREE TRIAL AND FREE SERVICES

 

2.1 Free Trial. If You register on Our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s), or

(c) termination by Us in our sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

 

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE APPLICABLE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM ENTERPRISE EDITION TO PROFESSIONAL EDITION);

 

THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIODOR YOUR DATA WILL BE PERMANENTLY LOST.

 

NOTWITHSTANDING SECTIONS 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS) AND 10.1 (INDEMNIFICATION BY US), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND COGNISESS SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD. WITHOUT LIMITING THE FOREGOING, COGNISESS AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 11.1 (LIMITATION OF LIABILITY), YOU SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO COGNISESS AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY YOU OF THIS AGREEMENT AND ANY OF YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER.

 

Please review the applicable Service’s Documentation during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.

 

2.2 Free Services. COGNISESS may make Free Services available to You. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this Section 2.2 (Free Services) and any other portion of this Agreement, this section shall control. Please note that Free Services are provided to you without charge up to certain limits as described in the Documentation. Usage over these limits requires your purchase of additional resources or services. You agree that COGNISESS, in its sole discretion and for any or no reason, may terminate your access to the Free Services or any part thereof. You agree that any termination of your access to the Free Services may be without prior notice, and you agree that COGNISESS will not be liable to you or any third party for such termination.

 

You are solely responsible for exporting Your Data from the Free Services prior to termination of Your access to the Free Services for any reason, provided that if We terminate your account, except as required by law We will provide you a reasonable opportunity to retrieve Your Data.

 

NOTWITHSTANDING SECTIONS 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS) AND 10.1 (INDEMNIFICATION BY US), THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND COGNISESS SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THE FREE SERVICES. WITHOUT LIMITING THE FOREGOING, COGNISESS AND ITS  AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE FREE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 11.1 (LIMITATION OF LIABILITY), YOU SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO COGNISESS AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE FREE SERVICES, ANY BREACH BY YOU OF THIS AGREEMENT AND ANY OF YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER.

 

  1. OUR RESPONSIBILITIES

 

3.1 Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and any applicable Order Forms, (b) provide applicable COGNISESS standard support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, Non-COGNISESS Application, or denial of service attack.

 

3.2 Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as You expressly permit in writing. Except with respect to a Free Trial, to the extent that COGNISESS processes any Personal Data (as defined in the Privacy Policy) contained in Customer Data, on Customer’s behalf, in the provision of the Services, the terms of the data privacy processing addendum at http://www.cognisess.com/terms-of-use pdf , which are hereby incorporated by reference, shall apply and the parties agree to comply with such terms. For the purposes of the Standard Contractual Clauses attached to the Privacy Policy, when and as applicable, Customer and its applicable Affiliates are each the data exporter, and Customer’s signing of this Agreement, and an applicable Affiliate’s signing of an Order Form, shall be treated as signing of the Standard Contractual Clauses and their Appendices.

 

3.3 Our Personnel. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.

 

3.4 Beta Services. From time to time, We may make Beta Services available to You at no charge. You may choose to try such Beta Services or not in Your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered “Services” under this Agreement, however, all restrictions, Our reservation of rights and Your obligations concerning the Services, and use of any related Non-COGNISESS Applications and Content, shall apply equally to Your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

 

 

  1. USE OF SERVICES AND CONTENT

4.1 Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased Services and access to Content are purchased as subscriptions, (b) subscriptions for Purchased Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.

 

4.2 Usage Limits. Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms and Documentation. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) except as set forth in an Order Form, a User identification may only be reassigned to a new individual replacing one who will no longer use the Service or Content. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 6.2 (Invoicing and Payment).

 

4.3 Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Your Data, the means by which You acquired Your Data and Your use of Your Data with our Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Non-COGNISESS Applications with which You use Services or Content.

 

4.4 Usage Restrictions. You will not (a) make any Service or Content available to anyone other than Users, or use any Service or Content for the benefit of, anyone other than You, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or

include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-COGNISESS Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-COGNISESS Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or use of any of Our Services in a manner that violates Our Acceptable Use and External Facing Services Policy , or to access or use any of Our intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, or (k) disassemble, reverse engineer, or decompile a Service or Content, or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service or (4) determine whether the Services are within the scope of any patent. Any use of the Services in breach of this Agreement, Documentation or Order Forms, by You or Users that in Our judgment threatens the security, integrity or availability of Our services, may result in Our immediate suspension of the Services, however We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension.

 

4.5 Removal of Content and Non-COGNISESS Applications. If We are required by a licensor to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content from Your systems. If We receive information that a Non-COGNISESS Application hosted on a Service by You may violate Our Acceptable Use and External-Facing Services Policy or applicable law or third-party rights, We may so notify You and in such event You will promptly disable such Non-COGNISESS Application or modify the Non-COGNISESS Application to resolve the potential violation. If You do not take required action in accordance with the above, We may disable the applicable Content, Service and/or Non-COGNISESS Application until the potential violation is resolved.

 

  1. NON-COGNISESS PROVIDERS

 

5.1 We or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-COGNISESS Applications and implementation and other consulting services. Any acquisition by You of such products or services, and any exchange of data between You and any Non-COGNISESS provider, product or service is solely between You and the applicable Non-COGNISESS provider. We do not warrant or support Non-COGNISESS Applications or other Non-COGNISESS products or services, whether or not they are designated by Us as “certified” or otherwise, unless expressly provided otherwise in an Order Form.

 

5.2 Non-Cognisess.com Applications and Your Data. If You choose to use a Non-COGNISESS Application with a Service, You grant Us permission to allow the Non-COGNISESS Application and its provider to access Your Data as required for the interoperation of that Non-COGNISESS Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by such Non-COGNISESS Application or its provider.

 

5.3 Interoperation with Non-COGNISESS Applications. The Services may contain features designed to interoperate with Non-COGNISESS Applications. To use such features, You may be required to obtain access to such Non-COGNISESS Applications from their providers, and may be required to grant Us access to Your account(s) on such Non-COGNISESS Applications. We cannot guarantee the continued availability of such Service features, and may cease providing them without entitling You to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-COGNISESS Application ceases to make the Non-COGNISESS Application available for interoperation with the corresponding Service features in a manner acceptable to Us.

 

  1. FEES & PAYMENT FOR PURCHASED SERVICES

 

6.1 Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form,(i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant

subscription term.

 

6.2 Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term

and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in

advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

 

6.3 Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and

Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).

 

6.4 Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 60 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations

under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose payment has been declined, We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 13.2 (Manner of Giving Notice) for billing notices, before suspending services to You.

 

6.5 Payment Disputes. We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

 

6.6 Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 6.6, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property

and employees.

 

6.7 Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.

 

  1. PROPRIETARY RIGHTS ANDLICENSES

 

7.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our Affiliates, Our licensors and Content Providers reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth

herein.

 

7.2 Access to and Use of Content. You have the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement and the Documentation.

7.3 License to Host Your Data and Applications. You grant Us, Our Affiliates and applicable contractors a worldwide, limited-term license to host, copy, display and use any Non-COGNISESS Applications and program code created by or for You using a Service or for use by You with the Services, and Your Data, each as reasonably necessary for Us to provide, and ensure proper operation of, our Services and associated systems in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to any of Your Data, Non-COGNISESS Application or such program code.

 

7.4 License to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our and/or Our Affiliates’ services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of Our or Our Affiliates’

services.

 

  1. CONFIDENTIALITY

 

8.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of

disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach

of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

 

8.2 The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential

Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such

Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, We may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Non-COGNISESS Application Provider to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein.

 

8.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and

providing secure access to that Confidential Information.

 

  1. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

 

9.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

 

9.2 Our Warranties. We warrant that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) We will not materially decrease the overall

security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-COGNISESS Applications” section above, We will not materially decrease the overall

functionality of the Services. For any breach of a warranty above, Your exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

 

9.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

 

  1. MUTUAL INDEMNIFICATION

 

10.1 Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any Purchased Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “COGNISESS Warranties” above, (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that our Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use or combination of our Services or any part thereof with software, hardware, data, or processes not provided by Us, if our Services or use thereof would not infringe without such combination; (3) a Claim Against You arises from Services under an Order Form for which there is no charge; (4) a Claim against You is based on traditional online storefront commerce functionality that is or was in general use in the industry; or (5) a Claim Against You arises from Content, a Non-COGNISESS Application or Your use of the Services in violation of this Agreement, the Documentation or applicable Order Forms.

 

10.2 Indemnification by You. You will defend Us and Our Affiliates against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that (a) any of Your Data or Your use of Your Data with our Services, (b) a Non-COGNISESS Application provided by You, or (c) the combination of a Non-COGNISESS Application provided by You and used with Our Services, infringes or misappropriates such third party’s intellectual property rights, or arising from Your use of the Services or Content in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form (each a “Claim Against Us”), and You will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a settlement approved by You in writing of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.

 

10.3 Exclusive Remedy. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 10.

 

  1. LIMITATION OF LIABILITY

 

11.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING

THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

 

11.2 Exclusion of Consequential and Related Damages.

 

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE

FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

 

  1. TERM ANDTERMINATION

 

12.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.

 

12.2 Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any renewal term will increase by up to 7% above the applicable pricing in the prior term, unless We provide You notice of different pricing at least 60 days prior to the applicable renewal term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

 

12.3 Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or

assignment for the benefit of creditors.

 

12.4 Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 12.3 (Termination), We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 12.3, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.

 

12.5 Your Data Portability and Deletion. Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, We will make Your Data available to You for export or download as provided in the Documentation. After such 30-day period, We will have no obligation to maintain or provide any Your Data, and as provided in the Documentation will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.

 

12.6 Surviving Provisions. The sections titled “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Your Data Portability and Deletion,” “Removal of Content and Non-COGNISESS Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.

 

  1. WHOM YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION

 

13.1 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this Agreement, its subject matter or its formation (including non-contractual disputes or claims).

 

13.2 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant Services system administrator designated by You.

 

13.3 No Agency. For the avoidance of doubt, We are entering into this Agreement as principal and not as agent for any other Cognisess.com company. Subject to any permitted Assignment under Section 14.4, the obligations owed by Us under this Agreement shall be owed to You solely by Us and the obligations owed by You under this Agreement shall be owed solely to Us.

 

  1. GENERAL PROVISIONS

 

14.1 Export Compliance. The Services, Content, other technology We make available, and derivatives there of may be subject to export laws and regulations of the United Kingdom and other jurisdictions. Each party represents that it is not named on any U.K. government denied-party list. You shall not permit Users to access or use any Service or Content in a U.K. embargoed country or in violation of any U.K. export law or regulation.

 

14.2 Anti-Corruption. You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any

violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department at support@cognisess.com.

 

14.3 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.

 

14.4 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, We will refund to You any prepaid fees allocable to the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

 

14.5 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

 

14.6 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

 

14.7 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

 

14.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

 

This Agreement was last updated on November 27, 2017. It is effective between You and Us as of the date of Your accepting this Agreement.


 

END USER – TERMS OF USE  

 

This agreement (“End User – Terms of Use”) between Cognisess (“us” or “we”) and you governs your use of the Services (as defined below). Each time you access the Services you agree to these terms and conditions as they may be amended from time to time. End users are candidates, employees, job seekers, administrators, employers and all other individuals with a Cognisess ID, username and access to the platform and services.

 

To the extent you use the Services as an agent or employee of any organization that has a separate agreement with Cognisess or its affiliate(s) for the provision of the Services (a “Subscriber Agreement”), then such Subscriber Agreement takes precedence over this ‘End User Terms of Use’ will govern your use of the Services on behalf of such principal or employer.

 

THE SERVICES

 

In these ‘End User – Terms of Use’, “Cognisess” refers to Cognisess Limited, a company organized under the laws of the United Kingdom with offices located at 14 New Bond Street, Bath BA1 1BE United Kingdom.

 

The “Services” means, collectively, the computer applications, interfaces, software, programs, products, services and websites provided or made available by Cognisess and its affiliates, which you may use for, among other things, uploading, completing profiles, doing assessments, storing and sharing Content (as defined below).

 

 

POSTING CONTENT & USER CONDUCT

 

You acknowledge and agree that all information, CV, bio, profile, data, text, photographs, images, files, software, sounds, recordings, graphics, video, messages, tags and other materials, in whatever form and technical structure, whether publicly posted or privately transmitted or stored using the Services (“Content”), are the sole responsibility of the person(s) originating such Content and introducing such Content into the Services. We reserve the right, but shall have no obligation, to pre-screen, reject, review, quarantine, delete or move any Content posted or submitted to the Services, without obligation to any person.

 

You agree that you are responsible for your own conduct and all conduct under your account, and for all Content that is created, stored, shared or published by anyone using your Account ID with the Services and for any consequences arising as a result thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms of Use. Without limiting the foregoing, you represent and warrant to Cognisess that you have the rights and authority to submit your Content to Cognisess in connection with your use of the Services, and such submission and publication of such Content through the Services does not and will not infringe the rights of any person or third party.

You further agree to NOT:

 

(a) use our products or the Services for illegal purposes or for promotion of dangerous activities;

 

(b) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with Cognisess or any other person or entity;

 

(c) upload, post or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual duties (such as insider trading regulations, internal corporate policies or nondisclosure agreements);

 

(d) upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

 

(e) upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

 

(f) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected or applicable to the Services;

 

(g) violate through use of the Services any applicable local, state, national or international law;

 

(h) “stalk” or otherwise harass another person or user of the Services, or take any action invasive to another’s privacy (by posting, for example, another’s photograph, address, email, phone number or any other contact information) without permission from such other person;

 

(i) promote or provide instructional information about illegal activities, promote physical harm or injury against any government, legal entity, group or individual;

 

(j) solicit passwords or personal identifying information from other users for unintended, commercial or unlawful purposes;

 

(k) exceed the scope of the Services you (or your employer or principal pursuant to a Subscriber Agreement) have signed up for, for example, accessing and using non-public portions of the website, groups or features that you do not have a right to use, or deleting, adding to or otherwise changing another person’s entries or other Content when you have not been granted the right to do so;

 

(l) access (or attempt to access) any of the Services by any means other than through the interface(s) provided by Cognisess, or access (or attempt to access) any of the Services through any automated means (including use of scripts, web crawlers or the like) or otherwise engage the Services in a manner reasonably likely to be harmful to the systems operating the Services or the access or use of the Services by others;

 

(m) reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Services; and

 

(n) you further agree NOT to upload or display publicly Content that:

 

(i) contains nudity, sexually graphic material, or material that is otherwise deemed explicit by Cognisess; or

 

(ii) contains threatening, abusive, harassing, defamatory, libellous, invasive, hateful, or racially, ethnically or otherwise objectionable.

 

If you encounter any of these prohibited uses, we encourage you to report them to us immediately.

 

PRIVACY POLICY

 

Our Privacy Policy is published at https://www.Cognisess.com/terms-and-conditions/. By using the Services, you acknowledge, accept and agree with all provisions of the Privacy Policy, including, without limitation, our use of your Account ID and your Content in accordance with such Privacy Policy.

 

PROPRIETARY RIGHTS

 

You acknowledge and agree that Cognisess (and any licensors to Cognisess) own(s) all legal right, title and interest in and to the Services, including, without limitation, all software comprising a part of the Services that is either hosted on Cognisess’ servers or deployed by you or a third party to enable creation and management of your account, including uploading of Content to, and display of Content within, the Services (the “Software”), and all intellectual property rights therein (whether registered or not and wherever existing in the world). You further acknowledge and agree that the rights in the Services, including all intellectual property rights, are protected by one or more of copyright, trademark, patent, trade secret and other laws, regulations and treaties, in addition to these Terms of Use. Except for the limited licence rights specifically granted to you in these Terms of Use, Cognisess and its suppliers own and shall retain all rights, title and interests, including, without limitation, intellectual property rights, in and to the Services and all Software utilised therein (and all copies thereof and related materials that are delivered or made available to you with the Services).

 

Without limiting the generality of the foregoing, you agree not to access, use, copy, reverse engineer, create derivative works from, share or assist any third party to use the Services or any component thereof to design, create, program, market or promote any product, software or service in competition with Cognisess (including but not limited to independent or internal networks).

 

YOUR RIGHTS

 

Cognisess hereby grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive licence to use the Software provided to you by Cognisess as part of the Services as provided to you by Cognisess, for the sole purpose of enabling you to use and enjoy the benefit of the Services as permitted by these Terms of Use, until your rights are terminated in accordance with these Terms of Use or the Subscriber Agreement governing your use of the Services.

 

As indicated above, you retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. Other than the limited licence and other rights you grant in these Terms of Use, Cognisess obtains no right, title or interest from you (or your licensors) under these Terms of Use in or to any Content that you submit, post, store, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You agree that you are solely responsible for protecting and enforcing those rights and that Cognisess has no obligation to do so on your behalf.

 

Copyright notices in the United States

 

We will not knowingly publish content in violation of applicable copyright law. If you believe content has been displayed, reproduced, printed or otherwise distributed by us through this website in violation of any third party copyright, please notify us in writing. Send your notice to Cognisess FAO Legal Officer to support@cognisess.com, and include the following:

 

  1. electronic or physical signature of a person authorized to act for the copyright owner
  2. description of the copyrighted work
  3. description of where the infringing content is located on this website
  4. your office or home address, telephone number and email address
  5. a statement of good faith belief that the use of the work is not permitted by the copyright owner, and
  6. a statement under penalty of perjury that the above is true and you are authorized to act for the owner.

 

LINKS

 

We may include the use of third party resources and/or links to third party websites as part of the Services. We have no control over such sites and resources and, accordingly, you acknowledge and agree that (a) we are not responsible for the availability of such external sites or resources; (b) we do not endorse and are not responsible or liable for any content or other materials available from such sites or resources and (c) we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content or materials available on or through any such site or resource.

 

DATA PROTECTION

 

Definitions

 

“Data Controller” means a person/entity who determines the purposes for which and the manner in which any Personal Data are, or are to be, processed (collected, used, amended, retained, destroyed etc.);
“Data Processor” means a person/entity (other than an employee of the Data Controller) that processes Personal Data on behalf of the Data Controller;
“Personal Data” means data which relates to a living individual who can be identified from that data, (or from that data and other information which is in the possession of the Data Controller); and
“Third Party” any person or entity other than Company, End User, the Data Controller or the Data Processor or other person authorised to process data for the Data Controller or person, excluding Cognisess.

 

Compliance.

 

Both parties will comply with all applicable laws and regulations in relation to the collection, processing and storage of Personal Data relating to end users.

 

Data Collected

 

Company or end user provides Cognisess with Personal Data via the Cognisess platform, including information to contact end user, scores, results and other bio data (“end user Data”). Cognisess will then contact the end user for the purpose of completing an assessment or profiler. (“Assessment Data”). Personal Data, which is used to produce the Output, is either input by the end user or provided by Company. End user or Company may provide optional information for the purposes of research (“Research Data”). Cognisess processes the answers provided by the end user and will generate results of the assessment (“Results Data”) to provide Company or End User the Output.

 

Data Transfer

 

(a) Company agrees that Cognisess may transfer Personal Data outside the EEA to the facilities of other members of Cognisess in order to provide Company with the Products and/or Services under this Agreement. This may include processing End User Data, Assessment Data and Results Data in countries in which data protection laws do not provide the same level of protection as those within the EEA. In such cases, the Cognisess will take appropriate steps to ensure Company’s information is adequately protected in accordance with EU data protection laws.
(b) Subject to clause (c) below, Cognisess may disclose Personal Data to Third Parties in the following limited circumstances: if Cognisess (i) buys or sells any affected business assets, (ii contracts with Third Parties to perform or provide certain services on behalf of a member of Cognisess, or (iii) is under a duty to disclose or share Personal Data to comply with any legal obligation.
(c) Cognisess will contractually require any buyer of Cognisess assets that include Personal Data or any Third Party performing services on Cognisess’ behalf to provide the same level of protection for Personal Data required in these terms and under any applicable data protection laws.

 

Data Processing

 

(a) Company is the Data Controller of all End user Data, Assessment Data and any Output. Cognisess acts as the Data Processor in respect of the End user Data, Assessment Data and in producing the Output. Cognisess will co-operate with any Company request for Personal Data provided by or through Company, provided that such requests, other than those required under law, may be subject to reasonable charges for such assistance.
(b) Where Cognisess acts as Company’s Data Processor, Cognisess will:
(i) process Personal Data in accordance with Company’s reasonable instructions or otherwise as may be required to provide the Product and/or Services under this Agreement, and to support Company in its use of the Products and/or Services; and
(ii) take appropriate steps to protect Personal Data, whether electronic or otherwise, including by implementing reasonable administrative, technical and physical security controls to protect Personal Data from unauthorised access, improper use or disclosure, unauthorised modification or unlawful destruction or accidental loss. Cognisess and any Third Party Cognisess engages to process Personal Data will be required to protect and process Personal Data in accordance with this Agreement and applicable data protection laws.

 

Research Data
(a) Cognisess collects Research Data in the form of optional demographic questions displayed at the beginning or during am end user assessment, and in the form of further information on assessment objectives or End user success information provided by Company. Cognisess will be the Data Controller of all Research Data if the End user elects to provide such information.
(b) End user’s ability to complete an assessment will not be affected by the End user’s choice not to provide Research Data, nor will such choice affect End user’s assessment results. Research Data is not disclosed to the Company.

 

Assessment Validation and Benchmarking

 

Company authorises Cognisess to use Assessment Data and Results Data in an anonymised format for assessment validation and benchmarking purposes. Cognisess uses such Assessment Data and Results Data, along with Research Data, to ensure that the Cognisess assessment instruments remain fair and objective to prevent unfair discrimination, and to benchmark tests against industry recognised differences for particular groups.

 

Cognisess and its psychologists are bound by ethical guidelines and data protection law in the use of all data. Access to any data used for validation, benchmarking, or research will be restricted to Cognisess employees directly involved in research supporting Cognisess products and services.

 

AVAILABILITY OF SERVICE

 

The Services are normally available over the Internet around the clock. Cognisess shall be entitled to take measures that affect the aforementioned accessibility when Cognisess deem such to be necessary for technical, maintenance, operational, or security reasons. Cognisess guarantee at least 99% total uptime of the Service, as measured over a rolling 3-month (90 day) period by a reputable external monitoring service of our choice from time to time. This excludes any planned maintenance periods as described below. Availability is currently measured as continuous availability of the Cognisess login page.

 

Cognisess will notify Subscriber at least 1 week in advance of any planned maintenance periods that exceed 30 minutes in length. Cognisess will endeavour to carry out any such planned maintenance outside of normal UK office hours. There will be a maximum of one (1) planned maintenance period in any three (3) week period. Cognisess will backup Subscriber’s data stored on Our system, including files stored in Subscriber workspaces and associated User data such as notifications, permissions and comments. Backups of the Cognisess file store are carried out continuously. Full backups of the Cognisess databases are carried out weekly, with incremental backups carried out every 10 minutes. All backups are held for a 35-day period. In the event of a disaster at our primary data centre, failover to DR can be effected within 24 hours of approval.

 

Any problems experienced by Subscriber in accessing the Service should be reported to Cognisess online support system at http://cognisess.zendesk.com or

support@cognisess.com. A support ticket can be raised via Our system which Subscriber can use to track progress of the reported problem and resolution against it.

 

Cognisess assume no responsibility for technical support or problems arising from or relating to third party systems, browsers, equipment owned or maintained by Subscriber or any Users, or the administration of email addresses or the email account of any User.

 

Cognisess agree to take commercially reasonable steps to maintain the Services in a secure manner. If a security flaw is detected with respect to which Cognisess has reason to believe the security or integrity of Content or account information of Subscriber’s Users may be affected, Cognisess shall use reasonable efforts to notify Subscriber promptly of such defect and any related remedial steps Cognisess propose to take.

 

Services may be performed by Our affiliates or subcontractors in Our discretion, provided that Cognisess shall be responsible for compliance with and performance of this Agreement by any such persons and such persons will be under the same confidentiality provisions as set forth in this Agreement.

 

 

CONTACT

 

For more information about this document or any other matter relating to ‘Terms and Conditions’ or ‘Privacy Policy’ then contact the Data Officer at support@cognisess.com or visit www.cognisess.com

 

All rights reserved.

Published by Cognisess, November 27th 2017.

Privacy Policy

INTRODUCTION

Your privacy is important to us. The privacy principles and statement explains what personal data Cognisess collects from you, through our interactions with you and through our products, and how we use that data. This statement applies to Cognisess’ interactions with you and the Cognisess products, as well as other Cognisess products that display this statement.

At Cognisess, our mission is to democratize human capital and empower every person and every organization to understand and enhance their talent and potential. We are doing this by building an intelligent platform, reinventing people-focused and business processes. In all of this, we will maintain the timeless value of privacy and preserve the ability for you to control your data.

This starts with making sure you get meaningful choices about how and why data is collected and used, and ensuring that you have the information you need to make the choices that are right for you across our products and services.

We are focusing on the following privacy principles:

• Control: We will put you in control of your privacy with easy-to-use tools and clear choices.
• Transparency: We will be transparent about data collection and use so you can make informed decisions.
• Security: We will protect the data you entrust to us through strong security and encryption.
• No targeting: We will not use your email, chat, files or other personal content to target ads to you.
• Benefits to you: When we do collect data, we will use it to benefit you and to make your experiences better.

 

Consent Form on registration

What makes you unique and great at what you do is a very important matter – and who can see that information therefore is, too. We want to help you gain full control over how you apply your abilities and develop them, and giving you full control over your data is a good start.

Here are the main points in a nutshell:

• You provide this data voluntarily – it is entirely your choice
• We use the data to create your digital profile, match you to a profiler and handle (job) applications
• We give you the option to show yourself to others via recorded videos – only our computers watch them, and we don’t show them without your consent.
• We don’t trade or sell data – it is and will always stay yours
• Your profile is yours-for-life – you are in control what we know about you every step of the way
• You can choose to be anonymous and only share what you want with others
• You may edit and delete your details at any time

When registering to Cognisess’ platform and services – either as a jobseeker, candidate or employee – you are asked to carefully read the legal information and tick a consent box if you agree.

The Consent form covers the following areas and the wording is as follows:

Cognisess Profile Creation – Privacy Policy and Consent

Cognisess takes protecting your privacy very seriously. This policy explains how we will handle
the personal information that you will provide during your online application process, the reason why we collect such information, who has access to it, and your rights as a data subject.

1. Who is handling your data?

We, Cognisess Ltd., having our registered office at 14 New Bond Street, Bath, BA1 1BE, UK, are
legally considered as Data Controller for the personal data contained in your application. We store our data on Cognisess servers hosted by Microsoft Azure that are continuously monitored to make sure your data is safe, protected and served in the right location.

2. Voluntary information

All personal data you provide regarding your application and profile is given voluntarily – it
is entirely your choice. By ticking the “Yes, I consent” – Check-box at the end of this privacy policy you consent to how we handle your data.

3. What information is being collected?

We are collecting different types of information on our platform. This includes scores of the assessments
/ games that you play on our platform, biographical information (if you choose to upload a CV for example), video files from video interviews and recorded ‘MeetMe’ videos, and personal information, such as your name, and age, if you provide us with these.

4. Why are we collecting this data?

The reasons why people use our platform differ, but below are the most common use cases, from
our perspective:

• The sole purpose for processing your personal data is to manage your application and to match your data with the requirements of available jobs via the Cognisess Platform. We want to give you the opportunity to share scores on assessments with employers to show what makes you good at what you do, and why you would be a good candidate to consider. Also, this can help you find a career or job that you might not have considered before.

• For employees and individuals, we are providing a platform for personal development and a way for organisations to build better and more balanced teams, based on existing skills.

• We collect video data to get a better understanding of how you present yourself and how you react to certain questions. For this, we use a set of our own video analysis tool, that help the algorithm understand human expressions. No humans analyse the videos at Cognisess, as it is all done directly without human interference on our servers, but an employer, recruiter or HR administrator might watch it, if it is part of a job application.

• Only with your consent do we collect your age, gender and similar information and this is for global research and norming purposes only. All biographical data is non-mandatory. In no way does this information impact on your application, and cannot be part of a profiler. Equality is very important to us.

5. Who has access to your data?

Your data always stays yours, and you can always access and modify it.

Any personal information that you provide us with may be transferred to other Cognisess entities in other European jurisdictions. We never sell, rent, trade or otherwise disclose the personal information you provide to anyone outside of Cognisess without your expressed permission. If used for a job application or as an employee, please be aware that the employer, recruiter or HR professionals handling the accounts to process applications and staff profiles may be able to see some of the information that you provide.

Your data is encrypted with industry standard encryption technology whilst stored.

6. Consent

During the profile creation and job application process, you may be asked to confirm your consent.
Although such ‘e-signatures’ might not be equivalent to your signature, please be aware that they have a strong legal authenticity.

7. Retention period

If you don’t withdraw your information or otherwise inform Cognisess or your employer that you’re no longer interested in having a profile on our platform, we will keep your application data for 2 years. At the end of this period, your data will be deleted automatically. We will try to get in contact before deleting the account, to make sure you are happy for us to do so.

8. What are my rights regarding the data?

As far as we are concerned, the data is yours, and we want to make sure you are happy with what
is on your profile.

You have the right to correct or modify your data at any time. You also have the right to withdraw
your application and/or profile at any time by contacting the employer, recruiting organisation or Cognisess directly at support@cognisess.com. Your data will then be deleted.

 

PRIVACY PRINCIPLES

 

The Privacy Principles and Statement apply to app.cognisess.com, www.cognisess.com and any other website which references this Privacy Statement. The data controller in the case of app.cognisess.com and www.cognisess.com is: Cognisess Ltd, 14, New Bond Street, Bath BA1 1BE. We therefore encourage you to read the privacy statements of each of the Cognisess websites, offerings or programs you visit or review.

Personal Data we collect
Cognisess collects data to operate effectively and provide you the best experiences with our products. You provide some of this data directly, such as when you create a Cognisess account, administer your organisation’s licensing account, register for a Cognisess event, upload a document, purchase a subscription, record a video profile or contact us for support. We get some of it by recording how you interact with our products by, for example, using technologies like cookies, and receiving error reports or usage data from software running on your device.

You have choices about the data we collect. When you are asked to provide personal data, you may decline. But if you choose not to provide data that is necessary to provide a product or feature, you may not be able to use that product or feature.

The data we collect depends on the context of your interactions with Cognisess, the choices you make, including your privacy settings, and the products and features you use. The data we collect can include the following:

Name and contact data. We collect your first and last name, email address, postal address, phone number and other similar contact data.

Credentials. We collect passwords, password hints and similar security information used for authentication and account access.

Demographic data. We collect data about you such as your age, gender, country and preferred language.

Payment data. We collect data necessary to process your payment if you make purchases, such as your payment instrument number (such as a credit card number), and the security code associated with your payment instrument.

Device and Usage data. We collect data about your device and how you and your device interact with Cognisess and our products.

For example, we collect:

Product use data. We collect data about the features you use, the items you purchase and the web pages you visit. This also includes the settings you select and the software configurations you use most.
Device, connectivity and configuration data. We collect data about your device and the network you use to connect to our products. It includes data about the operating systems and other software installed on your device, including product keys. It also includes IP address, device identifiers (such as the IMEI number for phones), regional and language settings.

Error reports and performance data. We collect data about the performance of the products and any problems you experience with them. This data helps us to diagnose problems in the products you use, and to improve our products and provide solutions. Depending on your product and settings, error reports (sometimes called “crash dumps”) can include data such as the type or severity of the problem, details of the software or hardware related to an error, contents of files you were using when an error occurred and data about other software on your device.

Troubleshooting and Help Data. When you engage Cognisess for troubleshooting and help, we collect data about you and your hardware, software and other details related to the incident. Such data includes contact or authentication data, the content of your chats and other communications with Cognisess, data about the condition of the machine and the application when the fault occurred and during diagnostics, and system and registry data about software installations and hardware configurations.

Biographical information. We collect data about you, your interests and hobbies, work experience, education and other elements to help build a digital profile.

Contacts and team relationships. We collect data about your contacts, teams and roles if you use a Cognisess product to manage candidates, employees or contacts.

Content. We collect content of your files and communications when necessary to provide you with the products you use.

We also collect information you provide to us and the content of messages you send to us, such as feedback and product reviews you write, or questions and information you provide for customer support. When you contact us, such as for customer support, phone conversations or chat sessions with our representatives may be monitored and recorded.

Cognisess Account

With a Cognisess account, you can sign into Cognisess products. When you create your own Cognisess account, we refer to that account as a personal Cognisess account.

Creating and using your personal Cognisess account.
When you create a personal Cognisess account, you will be asked for certain personal data and we will assign a unique ID number to identify your account and associated information. While some products, such as those involving payment, require a real name, you can sign into and use some Cognisess products without providing your real name

Signing in.
When you sign into your Cognisess account, we create a record of your sign-in, which includes the date and time, information about the product you signed into, your sign-in name, the unique number assigned to your account, a unique identifier assigned to your device, your IP address and your operating system and browser version.

Signing into Cognisess.
Signing into your account enables improved personalisation, provides seamless and consistent experiences across products and devices, allows you to make payments using payment instruments stored in your Cognisess account and enables other enhanced features and settings. When you sign into your account, you will stay signed in until you sign out. When you are signed in, some products will display your name or username and your profile photo (if you have added one to your profile) as part of your use of Cognisess products, including in your communications, social interactions and public posts.

Notice to End Users
Many Cognisess products are intended for use by organisations and are administered to you by your organisation. Your use of Cognisess products may be subject to your organisation’s policies, if any. If your organisation is administering your use of the Cognisess products, please direct your privacy enquiries to your administrator. When you use social features of such products, other users in your network may see some of your activity. To learn more about the social features and other functionality, please review documentation or help content specific to the Cognisess product. Cognisess is not responsible for the privacy or security practices of our customers, which may differ from those set forth in this privacy statement.

If you use an email address provided by an organisation you are affiliated with, such as an employer or school, to access Cognisess online services, the owner of the domain (e.g. your employer) associated with your email address may: (i) control and administer your Cognisess online services account and (ii) access and process your data, including the contents of your communications and files.

Other Important Privacy Information
Below, you will find additional privacy information that you may find important. You can also find more information on Cognisess’ commitment to protecting your privacy at privacy.Cognisess.com.

European Privacy Rights
Cognisess adheres to applicable data protection laws in the European Economic Area, which if applicable includes the following rights:

• If the processing of personal data is based on your consent, you have a right to withdraw consent at any time for future processing;
• You have a right to request from us, a “data controller” as defined in the law, access to and rectification of your personal data;
• You have a right to object to the processing of your personal data; and
• You have a right to lodge a complaint with a data protection authority.
• As applicable under French law, you can also send us specific instructions regarding the use of your personal data after your death

When we process personal data about you, we do so with your consent and/or as necessary to provide the products you use, operate our business, meet our contractual and legal obligations, protect the security of our systems and our customers, or fulfill other legitimate interests of Cognisess. When we transfer personal data from the European Economic Area, we do so based on a variety of legal mechanisms, as described below.

Security of Personal Data
Cognisess is committed to protecting the security of your personal data. We use a variety of security technologies and procedures to help protect your personal data from unauthorized access, use or disclosure. For example, we store the personal data you provide on computer systems that have limited access and are in controlled facilities. When we transmit highly confidential data (such as a credit card number or password) over the Internet, we protect it through the use of encryption.

Where We Store and Process Personal Data
Personal data collected by Cognisess may be stored and processed in your region, in the United States or in any other country where Cognisess or its service providers maintain facilities. Cognisess hosts your data using Microsoft Azure and it has major data centres in Australia, Austria, Brazil, Canada, Finland, France, Germany, Hong Kong SAR, India, Ireland, Japan, Korea, Malaysia, the Netherlands, Singapore, the United Kingdom and the United States. Typically, the primary storage location is in the customer’s region or in the United States, often with a backup to a data centre in another region. The storage location(s) are chosen in order to operate efficiently, to improve performance and to create redundancies in order to protect the data in the event of an outage or other problem. We take steps to ensure that the data we collect under this privacy statement is processed according to the provisions of this statement and the requirements of applicable law wherever the data is located.

Our Retention of Personal Data
Cognisess retains personal data for as long as necessary to provide the products and fulfill the transactions you have requested, or for other essential purposes such as complying with our legal obligations, resolving disputes and enforcing our agreements. Because these needs can vary for different data types in the context of different products, actual retention periods can vary significantly. The criteria used to determine the retention periods include:

How long is the personal data needed to provide the products and operate our business? This includes such things as maintaining and improving the performance of those products, keeping our systems secure and maintaining appropriate business and financial records. This is the general rule that establishes the baseline for most data retention periods.

Do customers provide, create or maintain the data with the expectation we will retain it until they affirmatively remove it? Examples include a document you store, or a profile you create. In such cases, we maintain the data until you actively delete it.

Is the personal data of a sensitive type? If so, a shortened retention time would generally be appropriate.

Has the user provided consent for a longer retention period? If so, we will retain data in accordance with your consent.

Is Cognisess subject to a legal, contractual or similar obligation to retain the data? Examples can include mandatory data retention laws in the applicable jurisdiction, government orders to preserve data relevant to an investigation or data that must be retained for the purposes of litigation.

Changes to This Privacy Statement
We will update this privacy statement when necessary to reflect customer feedback and changes in our products. When we post changes to this statement, we will revise the “last updated” date at the top of the statement. We encourage you to periodically review this privacy statement to learn how Cognisess is protecting your information.

PRIVACY STATEMENT

I. Global Privacy Fundamentals

Our privacy practices set out herein reflect current global principles and standards on handling Personal Data. These principles include notice of data use, choice of data use, data access, data integrity, security, onward transfer, and enforcement/oversight. We abide by the privacy laws in the countries where we do business.

II. Consent

By using this website, you consent to the collection and use of your Personal Data as described herein. If you do not agree with the terms set out herein, please do not use this website.

If we decide to make changes to this Privacy Statement, we will post the changes on this website so that you will always know what Personal Data we collect, and how we use it. We therefore encourage you to periodically look for updates to this Privacy Statement.

As may be required by applicable law, we may also seek your explicit consent to process certain Personal Data collected on this website or volunteered by you. Kindly note that any consent will be entirely voluntarily. In case you do not grant the requested consent to the processing of your Personal Data or (in accordance with Subsection 10 (Data Retention) below) later inform Cognisess that you do not want Cognisess to further process your Personal Data, however, the (further) use of certain offerings or services of Cognisess may be either not possible or limited in scope.

III. Collection and Processing of Your Personal Data

To serve you better and understand your needs and interests, Cognisess collects, exports, and uses Personal Data with adequate notice (as set out herein) and, where legally required, consent, along with required filings with data protection authorities, when applicable.

When you visit our website, we may record your IP address and use cookies and other Internet technologies (referred to below as “Automated Tools” and “Embedded Web Links”) to gather information about our visitors and their interests. Depending on the Automated Tools used, the gathered data comprise, in addition to your IP address, the cloud identity we assign to you when you register with Cognisess, the type of browser you use, the Cognisess websites you have visited, the objects you have clicked on a certain Cognisess website, the time you have spent on a certain website, the referring website from which you have accessed a Cognisess website and the foreign destination website which you access from an Cognisess website. The technologies used and the information collected are described in more detail in Subsection 5 (Automated Tools) below. After you have granted your consent (where legally required), Cognisess may add information collected by way of Automated Tools to user profiles Cognisess retains about you. Such additional information includes your user ID, website preferences and your interest in Cognisess’ products.

We may further collect and process any Personal Data that you volunteer to us, e.g. when you register for events or other offerings of Cognisess, subscribe to newsletters, participate in online surveys, discussion groups, forums or Cognisess’ chat service, or when you make purchases or otherwise submit your contact details to Cognisess. In case you provide Cognisess with your IDs of social media, Cognisess may retrieve publicly available information about you.

Such Personal Data will comprise in the individual case (a subset of): your first and last name, your postal and email address (as further detailed in Subsection 2. (Email Addresses) below), your telephone number, log in data for social networks, financial and banking details relevant to process your order (as further detailed in Subsection 3. (Shopping or Event Registration) below), and certain information about the company you are working for (i.e. your company’s name and postal address, your job title and seniority level) as well as information as to which relationship (i.e. which version of Cognisess’ terms of use you have accepted or what our choice regarding receiving marketing materials from Cognisess is) between Cognisess and you exists.

1. Use and Purpose of Collected Personal Data
The information Cognisess collects to understand your needs and interests helps Cognisess deliver a consistent and personalized experience. We will use such information only as described in this Privacy Statement and/or in the way we specify at the time of collection. We will not subsequently change the way your Personal Data is used without your consent, as required by applicable law. We will exclusively use your Personal Data for the following purposes:
• To process your orders and deliver the products, services and information that you have ordered;
• To keep you up to date on the latest product announcements, software updates, software upgrades, security patches, system enhancements, special offers, and other information regarding Cognisess’ software and services.
• To tailor information about our products and services to your individual interests. For example, during a visit to our website, it allows us to provide you with specific information on products and services that may be of interest;
• To provide the ability to create by way of the Cognisess ID a single user profile which one individual can use to access web offerings and services. Such service may also allow you to share information about you (including Personal Data) with other registered users of the same service. You can use the functionality of the relevant service to determine which information you want to share;
• Beyond the Cognisess ID profile described in the bullet point above to provide the ability to create other user profiles and access to other service specific personal profile areas (e.g. in connection with Cognisess’ own partner programs, forums and communities). Since such profiles may allow you to access services of different members you acknowledge that such Personal Data required for the creation of your user profile may be shared within and used for this purpose. Such service may also allow you to share information about you (including Personal Data) with other registered users of the same service. You can use the functionality of the relevant service to determine which information you want to share;
• To provide a personalized user experience and view protected content.
• To conduct online “Click to Chat” and “Click to Call” sessions;
• In order to ensure and control the quality of the information and experience you have during chat sessions with Cognisess by educating our personnel to effectively answer your questions;
• To provide the ability to contact you in order to respond to your inquiries, and provide you with shipping and billing information, and to provide customer feedback and support;
• To provide marketing or promotional activities on the www.cognisess.com or other Cognisess websites. Personal Data may be collected to administer those programs;
• To conduct questionnaires and surveys in order to provide better products and services to our customers and end users. Your completion of any questionnaires is voluntary;
• To support recruitment inquiries;
• To prepare anonymized data regarding the use of Cognisess websites and offerings. Cognisess will use such anonymized data only for the improvement of such websites and offerings;
• To meet contractual obligations; and
• To comply with applicable regulatory requirements, in particular resulting from export laws. Cognisess and its products, technologies and services are subject to the export laws of various countries, including without limitation, to those of the European Union and its member states, and the United States of America. You acknowledge that, pursuant to the applicable export laws, trade sanctions and embargoes issued by these countries, Cognisess is required to take measures to prevent entities, organizations and parties listed in government issued sanctioned party lists from accessing certain products, technologies and services through Cognisess’ websites or other delivery channels controlled by Cognisess. You therefore acknowledge and agree that Cognisess may (i) automatically check any user registration data and other information you provide about your identity against applicable sanctioned party lists; (ii) regularly repeat such checks whenever a sanctioned party list is updated or when you update your information; (iii) block your access to Cognisess’ services and systems in case of a potential match; and (iv) in case of a potential match contact you in order to confirm your identity.

2. E-mail Addresses
If you choose to give us your e-mail address, we will communicate with you via e-mail. We do not share your e-mail address with others outside the Cognisess group of companies unless this is required for the business relationship between you and Cognisess or if you register for third party services. You can choose not to receive any more e-mails at any time. However, such choice will not affect the sending of emails that are strictly required to perform the business relationship between you and Cognisess.
Depending on how your e-mail application is set up, information about you may be transmitted automatically when you send e-mail to Cognisess.
If you choose to register for third-party services, we may need to send some information from your registration with Cognisess to the service provider, possibly including your e-mail address.

3. Shopping or Event Registration
Our site includes order forms that you fill out to request information, products, and services. These forms may in addition to the information described above collect your financial information, such as your banking details or credit card numbers. Cognisess promises to use any financial information that you submit solely for billing and payment purposes for that special transaction. This may include the transfer of your data to third parties involved in executing the transaction, such as banks, credit card companies, payment facilitators and other financial and credit control institutions.

4. IP Addresses
We use IP addresses to help diagnose problems, to establish the country from which a user is using our websites and services in order to provide appropriate legal statements, to administer our website, and to gather demographic information as further stated in the below Subsection 5 (Automated Tools).
We may also use IP addresses or other information, as further explained in Subsection 5 (Automated Tools) below you have shared on this website or at any earlier occasion or a campaign code, to determine which pages on our sites you visit and which topics may be of interest to you so we can provide you with information about relevant products and services.
Cognisess may also collect IP addresses (and other technical information such as browser type) during a Click-to-Chat or Click-to-Call session that you initiate. This information is collected when you connect to Cognisess so that we may identify your session, deliver content based on the technical capabilities of your browser, and for quality control purposes. Your IP address will not be used to identify you unless you provide your prior consent.
Cognisess will only gather information related to your visit to the Cognisess site. We do not track or collect Personal Data from your visits to companies or entities outside the Cognisess Group of companies beyond the information stated above in the Subsection III. (Collection and Processing of Your Personal Data).

5. Automated Tools
In addition to the information you provide, Cognisess may also collect information during your visit to a Cognisess website through Automated Tools, which include Web beacons, cookies, embedded Web links, and other commonly used information-gathering tools. These tools collect certain standard information that your browser sends to our website such as your browser type and language, access times, and the address of the website from which you arrived at an Cognisess website. Using these tools, Cognisess is also able to confirm receipt of e-mails that the recipient consented to receive, and can track other information such as pages visited on the relevant Cognisess site and whether or not the recipient registers for an event offered by Cognisess and certain other aggregate data that is not related to a particular individual.
Cognisess is, in particular, currently using the following Automated Tools for the purposes set out below.

a. Google Analytics
Some websites which refer to this Privacy Statement use Google Analytics. Google Analytics uses cookies, which are text files placed on your computer to help the website analyze how users use the site. The information generated by the cookie about your use of the website (including your IP address) will be transmitted to and stored by Google on servers in the United States. Google will use this information for the purpose of evaluating your use of the website, compiling reports on site activity for site operators and providing other services relating to site activity and internet usage.
Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google’s behalf. Google will not associate your IP address with any other data held by Google.
In addition to an opt-out by way of TRUSTe Consent Manager (where available), Google has developed the Google Analytics Opt-out Browser Add-on. It provides website visitors more choice on how their data is collected by Google Analytics. The add-on communicates with the Google Analytics JavaScript (ga.js) to indicate that information about the website visit should not be sent to Google Analytics. It can be downloaded here: http://tools.google.com/dlpage/gaoptout?hl=en

b. Usage tracking for marketing purposes
Cognisess websites may collect the way you are accessing and using such websites by other means in order to prepare usage profiles that are used to determine which content is the most appropriate to be displayed while you visit a certain website.
In this case, Cognisess is capturing your usage behavior (websites visited, point in time a website has been visited, activity on a website/clicks made on (objects of) a website, browser type, operating or computing system used, referring website from which you have accessed a Cognisess website, the location from where you access a website) together with a unique identifier (like your IP address or a cookie ID) that allows Cognisess to establish that there is a certain person active on its websites but no information like your name that can be used to directly identify you. Cognisess will use the collected information only in order to display appropriate and relevant content on its websites.
You may opt-out of this tracking (i) if the relevant website supports TRUSTe Consent Manager by clicking on the respective link in the footer of the website or, (ii) if TRUSTe Consent Manager is not available, by selecting the appropriate settings in your browser. Kindly note that in the latter case the settings in your browser are limited to the particular browser installed on a particular device and that, as a consequence, if you visit Cognisess’ websites with different browsers or different devices, you have to make the respective adjustments in the browsers of all relevant devices. However kindly further note that depending on the settings made in your browser(s) you may not be able to use the full functionality of the relevant site.

c. Embedded Web Links
Emails from Cognisess often use links designed to lead you to a relevant area on the Web, after redirection through Cognisess’ servers. The redirection system allows Cognisess to change the destination URL of these links, if necessary, and to determine the effectiveness. In emails, such links may also allow Cognisess to determine if you have clicked on a link in the email, and the information about this interaction may be connected to your personal identity. If you do not want Cognisess to collect information about the links you clicked, you can simply choose not to click on the links in an e-mail that Cognisess sends you.

d. Cookies
Cookies are identifiers that can be sent from a site via your browser to be placed on your computer’s hard drive. Cognisess uses cookies to deliver personalized content, to save you having to re-enter your password or complete registration forms repeatedly, to keep track of your shopping cart, and to tailor our information offerings to how you and others use the site.

6. Sharing Your Personal Data
Any data and information that you volunteer or that is otherwise collected on one of our sites in any one country may be sent electronically to a server for one of these sites in another country. Such servers or other types of data processing facilities may be located within or outside the European Economic Area or third countries that are regarded by the EU Commission as featuring an adequate level of data protection.

However, we safeguard your privacy interests around the world by ensuring that this Cognisess website adheres to our data protection principles described in this statement. Cognisess may use the information in connection with processing your inquiries and orders, in order to provide services to you, to help improve our products and services to keep you up to date about the latest IT product announcements, software updates, software upgrades, security patches, system enhancements, special offers, for processing and storage and for all other purposes set out in the section “Use and Purpose of Collected Personal Data” above.

We may also share such information with business partners, service vendors, authorized third-party agents or contractors (such as Google, Inc.) in order to provide a requested service or transaction, including processing orders, processing credit card transactions, hosting websites, hosting event and seminar registration and providing customer support, providing you with information on products and services that may be of interest to you or in order to analyze the user behavior on our webpages (e.g. in case of Google Analytics).

We only provide these third parties with the minimum amount of Personal Data necessary to provide the services on our behalf, and the third parties are (where legally required) bound by appropriate order data processing agreements and/or comprehensive confidentiality undertakings and therefore not permitted to use your Personal Data except for the limited purpose of completing the requested service or transaction.
We do not sell or rent your Personal Data to third parties for marketing purposes unless you have granted us permission to do so.

We may respond to subpoenas, court orders, or legal process by disclosing your Personal Data and other related information, if necessary. We also may choose to establish or exercise our legal rights or defend against legal claims.

Circumstances may arise where, whether for strategic or other business reasons, Cognisess decides to sell, buy, merge or otherwise reorganize businesses in some countries. Such a transaction may involve, in accordance with applicable law, the disclosure of Personal Data to prospective or actual purchasers, or the receipt of it from sellers. It is Cognisess’ practice to seek appropriate protection for information in these types of transactions.

We may collect and share Personal Data and any other additional information available to us in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of Cognisess’ Terms of Use, or as otherwise required by law.

While visiting Cognisess’ website you may be directed to content or functionality that is hosted by a third-party supplier. Most often, this is done to host special events, such as contests or seminars. When information is collected on behalf of Cognisess exclusively, the appropriate Cognisess entity’s privacy statement will be referenced on the website and will govern how information is used. For other, non-Cognisess sites, the site’s owner’s privacy policy will be referenced. It is Cognisess’ practice to require such suppliers and business partners to handle information in a manner consistent with Cognisess’ privacy statement.

7. Security of Your Personal Data
Cognisess is committed to protecting the Personal Data you share with us. Cognisess uses a combination of industry-standard security technologies, procedures, and organizational measures to help protect your Personal Data from unauthorized access, use or disclosure. Cognisess supports online security using secure server technology because we want your data to be safe. There are state-of-the-art security arrangements and facilities on Cognisess sites to prevent abuse. We bind our employees and data processors to observe your privacy and confidentiality rights.

8. Links to Other Sites
This website may contain links to foreign (i.e. non Cognisess group of companies) sites. Cognisess is not responsible for the privacy practices or the content of other websites outside the Cognisess Group of companies. Therefore, we recommend that you carefully read the privacy statements of such foreign sites.

9. Communication
We communicate with users who subscribe to our services on a regular basis via email, and we may also communicate by phone to resolve customer complaints or investigate suspicious transactions. We may use your email address to confirm your opening of an account, to send you notice of payments, to send you information about changes to our products and services, and to send notices and other disclosures as required by law. Generally, users cannot opt out of these communications, which are not marketing related but merely required for the relevant business relationship.

10. Data Retention
Cognisess will not retain your Personal Data longer than is necessary to fulfill the purposes for which it was collected or as required by applicable laws or regulations. In particular, and if no such contradicting statutory obligation exists, Cognisess will delete your Personal Data once you inform Cognisess that you do not want Cognisess to further process your Personal Data.

Please direct any such request to support@cognisess.com. Kindly note that in this case the use of certain services or offerings may either be limited or not possible any longer. In case there is a contradicting statutory obligation for Cognisess to retain your Personal Data, Cognisess will block it against further processing and then delete the relevant Personal Data when the requirement to retain it has ceased.

11. Inquiries, Access and Updating Your Personal Data
Cognisess needs your help in keeping the Personal Data you have shared with us accurate and up to date. If you are a registered user, you may make these updates yourself online via app.cognisess.com. You may also make these updates or other changes by sending an email to support@cognisess.com

If you have any other questions about this Privacy Statement or if you wish to inspect the Personal Data we hold about you, please contact: Webmaster: support@cognisess.com

12. Russia-Specific Provisions:
The below applies to users residing in the Russian Federation:
The services hereunder are not intended for use by the citizens of the Russian Federation, who reside in Russia. If you are a Russian citizen residing in Russia, you are hereby notified, that any Personal Data that you input into the services will be solely at your own risk and responsibility, you explicitly agree that Cognisess may accumulate your Personal Data and will process this data in the EU and in other countries and that you will not hold Cognisess accountable for any potential non-observance of the Russian Federation legislation.

 

Contact

For more information about this document or any other matter relating to ‘Terms of Use’ or ‘Privacy Policy’ then contact the Data Officer at support@cognisess.com or visit www.cognisess.com

All rights reserved. Published by Cognisess, November 25 2017.

Cookies Policy

OUR POLICY

 

To comply with the EU cookie law, we have recently revised our cookies policy. Please review it to learn which cookies we use, how and why we use them, and how you can disable cookies by changing your browser settings. Please be aware that portions of this site will not function properly if you disable cookies. Unless you elect to disable cookies through your browser, by your continued use of this site you agree to our use of cookies as described in our cookies policy.

 

We respect and protect the privacy of visitors to our website, www.cognisess.com (the “Site”), and our customers who use our on-demand support platform, tools and services offered on the Site (the “Service”). This Privacy Policy (“Policy”) explains how We collect and use visitors’ and customers’ information as part of our Site and our Service.

 

Information You Provide

 

In this Policy, “personal information” means information or an information set that identifies or could be used by or on behalf of Cognisess to identify an individual, but not including encoded, anonymized, or publically-available data that has not been combined with non-public personal information.

 

The information Cognisess collects and uses is limited to the purpose for which customers engage Cognisess. When You register for the Service, We ask for information such as your name, company name and address, site name, phone number, e-mail address and credit card information. If You sign-up for a free trial account, You are not required to enter your credit card information until You decide to continue with a paid plan. Cognisess uses a third-party intermediary to manage credit card processing. This intermediary is not permitted to store, retain, or use your billing information, except for the sole purpose of credit card processing on Cognisess’s behalf.

 

Cognisess may use the personal information and other information We collect about your use of the Service to operate the Service and tailor it to your needs, for billing, identification and authentication, to contact You about your use of the Service, send you marketing materials (subject to your opt-out option), for research purposes, and to generally improve the content and functionality of the Service and the Site.

 

Cognisess may also share your personal information with its third-party vendors (such as its credit card processor) and hosting partners to provide the necessary hardware, software, networking, storage, and other services We use to operate the Service and maintain quality user experience. Although Cognisess owns all rights to the software, code, databases, and other Service applications, You retain all rights to your data. Our service providers may not use your personal information for marketing purposes.

 

Cookies and Clear Gifs (a.k.a. web beacons)

 

A “cookie” is a small software file stored temporarily (session cookie) or placed on your computer’s hard drive (persistent cookie). The main purpose of a cookie is to allow a web server to identify a user’s computer and web browser, and tailor web pages and/or login information to the user’s preferences. Cookies help us promptly display the information You need and other information which We consider to be of interest to You. By gathering and remembering information about your website preferences through cookies We can provide a better web and marketing experience. Cookies don’t give us access to users’ computers, and the information we collect through cookies doesn’t include personal information.

 

When You visit the Site or use the Service We use “session cookies” to allow us to uniquely identify your browser while You are logged in, and to process your online transactions. We also use “persistent cookies” that only We can read and use, to identify You as a Cognisess customer and make it easier for You to log into the Service.

 

Essential cookies:
Some of the cookies We use are critical to the functionality of our Site. They are used to keep a user logged into the Site and remember relevant information when the user returns to the Site and uses the Service.

Functional cookies:
We also use certain cookies to track users’ activities on the Site, understand their preferences within the Site and improve their user experience.

Marketing cookies:
A third set of cookies is provided by third parties and allows us to deliver customized marketing information to our customers based on their Site usage profile and avoid delivering irrelevant marketing to customers.

Clear gifs:
Our third-party tracking utility company employs a software technology called clear gifs that helps us better manage content on our Site by informing us what content is effective. Clear gifs are tiny graphics with a unique identifier, similar in function to cookies, and are used to track the online movements of Web users. Unlike cookies, which are stored on a user’s computer hard drive, clear gifs are embedded invisibly on Web pages. We tie the information gathered by clear gifs to our customers’ personal information, and use them in our HTML-based emails to learn which emails have been opened by recipients. This allows us to gauge the effectiveness of certain communications and our marketing campaigns. Customers can opt-out of these emails by following the unsubscribe instructions within such marketing emails.

Below We list the main cookies We use and explain what each cookie does:

Session cookies: 
our main application uses session cookies to serve users using the Service:

(i) Cognisess_session: used to track users and session state on our primary application.

(ii) Cognisess_shared_session: uses to seamlessly integrate the user session with other Service components.

(iii) Cognisess_auth_token: retains session if customer clicks on “remember me.”

Preferences cookies:
we also use a cookie called oid_user when a user prefers to login via OpenID.

Marketing cookies:
we also serve cookies via our third party providers to users who visit our Site:

(i) Marketo: allows us to offer the Service to active and repeating Site visitors.

(ii) Google Analytics: allows us to understand how people interact with the Site, and help us to optimize Site performance, usability and users’ experience.

(iii) Google Adwords: allow us to deliver targeted information to users who look for our Service.

Controlling cookies:
you can accept or decline the use of cookies through a functionality built into your web browser. To learn more how to control cookie settings through your browser:

Click here to learn more about the “Private Browsing” setting and cookie setting in FireFox;

Click here to learn more about “Incognito” and cookie setting in Chrome;

Click here to learn more about “InPrivate” and cookie setting in Internet Explorer; or

Click here to learn more about “Private Browsing” and cookie setting in Safari.

 

If You want to learn more about cookies, or how to control or delete them, please visithttp://www.aboutcookies.org for detailed guidance.

 

If You disable Your web browser’s ability to accept cookies You still will be able to browse our Site, but might not be able to access or take advantage of the many Service features.