Please read this document carefully.
Welcome to CogniSpark (“CogniSpark” “we,” “us,” “our”) and thank you for using our products and services (“Services”). The following Terms and Conditions of Use (“Terms”) govern all use of the Services, so please read carefully. As a customer you are entering into these Terms with Paradiso Solutions Corporation.
Paradiso Solutions Corporation referred to in these Terms as “ CogniSpark,” “we,” “us,” or “our.”
1. Acceptance :
The Services are offered subject to your acceptance of these Terms and any additional terms and policies (including operating rules, guidelines and procedures) that may apply depending on your particular use of the Services.
If you will be using the Services on behalf of a company or any other entity, you agree to these Terms on behalf of that entity and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that entity. Additionally, since the Services are available only to individuals who are at least 18 years old, you represent and warrant that you are at least 18 years old and take full responsibility for the selection and use of the Services. These Terms are void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.
2.Software license and Content
Subject to your compliance with these Terms, and during your active Subscription, CogniSpark grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Software. Except as expressly permitted in these Terms, you may not:
- decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Software;
- make any modification, adaptation, improvement, enhancement, translation, or derivative work from the Software;
- violate any applicable laws, rules, or regulations in connection with your access or use of the Software;
- remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by CogniSpark or the licensors of the Software;
- use the Software for any purpose for which it is not designed or intended;
- use the Software for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the Software; or
- distribute, transfer, sublicense, lease, lend or rent the Software to any third-party;
Our Platform allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (referred to as “Your Content”), and also allows you to create or generate graphics, videos or other material (referred to as “User Generated Content”).
You are responsible for Your Content and User Generated Content, including its legality, reliability, and appropriateness.
By posting or creating content on or through the Platform, you represent and warrant that: (i) Your Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Platform does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person or entity. We reserve the right to terminate your account in the event you infringe this provision.
You retain any and all of your rights to any content you submit, post, display or create on or through the Platform and you are responsible for protecting those rights. We take no responsibility and assume no liability for content you post or create on or through the Platform.
For the purposes of these Terms “CogniSpark Content” refers to all images, text, audio, video data, or any other information located on the Platform or available through the Platform excluding user generated content. CogniSpark Content is and will remain the exclusive property of CogniSpark and its licensors. Immediately upon creating the User Generated Content CogniSpark grants you a limited, revocable, non-exclusive, perpetual, worldwide, royalty-free, transferable, sub-licensable license to use CogniSpark Content in the created User Generated Content. Granted license is limited by the Acceptable Use Policy requirements and conditioned on the full payment of the applicable Subscription fees. The license may be revoked only due to the breach of the Acceptable Use Policy. Revoking the license for the use in User Generated Content that is found in violation of the Acceptable Use Policy will not affect the license for the non-breaching User Generated Content.
3. Prohibited Uses – Acceptable Use Policy
The Acceptable Use Policy of CogniSpark prohibits the misuse of its Platform, Policy Content, Your Content, and User Generated Content. Any use, access, or interference with these entities that contravenes these Terms, any agreement between the user and CogniSpark, and applicable laws and regulations constitutes misuse.
The Policy prohibits the use of the Platform, CogniSpark Content, Your Content, or User Generated Content to violate any national or international law, harm minors, engage in adult entertainment, or impersonate CogniSpark or any other person. Additionally, the Policy prohibits any conduct that infringes upon the rights of others or is obscene, defamatory, immoral, insulting, threatening, fraudulent, bullying, discriminating, or harmful. Users may not use any robot, spider, or other automatic device or process to access the Platform without explicit consent from CogniSpark.
The Policy also restricts the use of Stock Avatars in User Generated Content in certain ways, including prohibiting their use for TV broadcasting or as part of non-fungible tokens. CogniSpark reserves the right to monitor User Generated Content and reject content that violates this, Policy. Users must delete any violating Content and stop distributing it both online and offline.
The Confidential Information clause states that both CogniSpark and the user agree to use each other’s confidential information only as necessary to perform under the Agreements and not disclose such information to any other parties. However, either party may disclose confidential information if legally required to do so by a judicial or governmental order. The disclosing party must provide written notice to the other party prior to any Required Disclosure.
4. Third-Party Trademarks :
The trademarks and registered trademarks mentioned in this document are owned by their respective owners. Microsoft, PowerPoint, and the Office logo are registered trademarks or trademarks of Microsoft Corporation in the United States and/or other countries, whereas Flash is a registered trademark of Adobe Systems, Inc. in the United States and/or other countries. All other trademarks, registered trademarks, trade names, product names, and logos found on this website are the property of their respective owners.
Actual company and product names mentioned in this document may be trademarks of their respective owners. Please keep in mind that any references to companies, organizations, products, domain names, email addresses, logos, people, or events are purely fictitious. There is no intention to imply or establish any association with any real company, organization, product, domain name, email address, logo, individual, or event. All rights not expressly granted in this notice are reserved.
5. Changes to the terms :
We may amend these Terms from time to time by posting an amended version in the Services and on our website. If you are a Free Account user, the amended version will become effective immediately as of the amended version’s Notice Date. If you are a new or returning user who registers for services on or after the Notice Date, the amended version will be effective immediately. If you are a current paying user of the Services, these Terms will continue under their original provisions for your original subscriptions, and the amended version will become effective at the start of your next CogniSpark subscription period (including any new subscription or any automatically renewed subscription).
Your use of the Services after an amended version becomes effective will confirm your acceptance and consent of that amended version. It is your responsibility to check the Services or our website (regularly, if a Free Account user, or prior to the start of your next CogniSpark subscription period, if any other user) for amended versions of these Terms and to review any changes.
6. Changes to the Services :CogniSpark is constantly innovating and evolving the Services in order to provide the best possible experience for our users. You acknowledge and agree that the form and nature of the Services may change from time to time without notice. Changes to the form and nature of the Services may include, without limitation, the alteration or removal of a functionality or aspect of the Services. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Services. You also agree that we may create limits on certain features and services or restrict your access to parts of the Services without notice or liability.
7. Indemnification :You are responsible for all of your activity in connection with the Services and shall defend, indemnify, and hold harmless CogniSpark and each of its employees, contractors, directors, suppliers and representatives from all liabilities, damages, losses, settlements, claims, actions, demands, costs and expenses, including attorneys’ fees, that arise from or in connection with your (i) use or misuse of the Services, (ii) access to any part of CogniSpark and the Services, (iii) Your Content, or (iv) violation of these Terms.
8. Warranty Disclaimer :
THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COGNISPARK MAKES NO WARRANTY THAT (I) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR (III) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU INSOFAR AS THEY RELATE TO IMPLIED WARRANTIES
9. Limitation of Liability :
IN NO EVENT SHALL COGNISPARK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICES (OR ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES): (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), (III) FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR INFORMATION OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR INFORMATION POSTED, E-MAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE AT OR THROUGH THE SERVICES, OR (IV) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) US$2000.00. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
10. Termination By Us :
We may restrict, suspend, or terminate the Services to you (i) if you fail to comply with these Terms or our policies (including without limitation, failure to pay any fees owed by you in relation to the Services) (ii) if you use the Services in a way that creates or could create liability for us, (iii) if you interfere with other’s use of the Services, (iv) if a law enforcement, judicial body, or other government agency requests us to do so, or (v) if we need to investigate suspected misconduct by you. Any such restriction, suspension, or termination shall be made by us in our sole discretion, and we will not be responsible to you or any third party for any damages that may result or arise out of such restriction, suspension, or termination of your account and/or access to the Services. In the event of an urgent matter, we reserve the right to take immediate action without notice. Additionally, unless you are a paying user, we reserve the right to terminate and delete your account if you have not accessed the Services for a period of 30 days or longer.
11. Effect of Termination :
Upon termination by either you or CogniSpark, (i) all of Your Content will be immediately deleted from the Services , (ii) you will no longer access (or attempt to access) the Services, (iii) all outstanding fees owed to CogniSpark will become immediately due and payable, and (iv) we shall have no obligation to retain any of Your Content. You are solely responsible for exporting Your Content from the Services prior to termination of the Services you receive. All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
12. Export and Trade Controls :
You agree not to import, export, re-export, or transfer, directly or indirectly, any part of the Services or any information provided on or through the Services except in full compliance with all United States, foreign and other applicable laws and regulations.
13. Electronic Communication and Notices :
By creating an account, you hereby consent to receive electronic communications from us, including marketing e-mails, product updates, and other business messages. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Electronic communications may be in the form of e-mails sent by us to the e-mail address associated with your account or communications posted by us on the Cognispark website or the Services you utilize.
All notices to CogniSpark must be addressed in writing to: Paradiso Solutions Corporation, 2810 N Church St PMB 73030, Wilmington, Delaware 19802 , US.
14. Websites credits and Links :
You agree that CogniSpark can use your company name and logo in the ¨Our Clients¨ section in the marketing materials. At any point, if you decide that you do not want us to use your name or logo in ¨Our Client¨ section of our marketing material, please send us an email at email@example.com asking us to remove your company´s name and logo from our material.
15. Location :
CogniSpark may subcontract any of the work to be performed hereunder, and will perform work remotely from various offices or any location suitable for Company and its employees and/or sub-contractors.
16. Resolving Disputes :
We want to ensure that you have an excellent experience with CogniSpark. If you have a problem or concern, we encourage you to first contact your account manager or Live Chat support to try to resolve any issues. However, in the event of formal proceedings, you and CogniSpark agree that these Terms shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two California residents, and agree to submit to the exclusive jurisdiction and venue of the state and Federal courts located in California. Notwithstanding the foregoing sentence, (but without limiting either party’s right to seek injunctive or other equitable relief immediately, at any time, in any court of competent jurisdiction), any disputes arising with respect to these Terms shall be settled by arbitration in accordance with the rules and procedures of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, an arbitrator shall be appointed by JAMS in accordance with its rules. The written decision of the arbitrator shall be final and binding on the parties and enforceable in any court. The arbitration proceeding shall take place in San Francisco, California, using the English language. YOU ALSO AGREE TO RESOLVE DISPUTES WITH US ONLY ON AN INDIVIDUAL BASIS, AND AGREE NOT TO BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED. If you are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue provisions above, then those provisions do not apply to you. For such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of California (excluding choice of law).
17. Confidential Information :
In connection with this Agreement each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (b) not disclose or permit access to Confidential Information other than to its representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section; (c) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care.
18. Miscellaneous :
The failure of either party to exercise or enforce any right contained in these Terms is not a waiver of both parties’ right to do so later. CogniSpark shall not be liable for any failure to perform its obligations in these Terms where such failure results from any cause beyond CogniSpark reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable, or sublicensable by you, except with our prior written consent. We may transfer, assign, or delegate these Terms and their rights and obligations without consent. Both parties agree that these Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind CogniSpark in any respect whatsoever.
End of terms and service :
If you have any questions or concerns regarding this Agreement, please contact us at firstname.lastname@example.org .
All notices to CogniSpark must be addressed in writing to: Paradiso Solutions Corporation, 2810 N Church St PMB 73030, Wilmington, Delaware 19802 , US.