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-- Terms of Use --

You are about to enter a website that is provided by Cognesia Ltd ("Cognesia") and accessed via various domains including cognesia.net (the "Site"). This Site provides access to valuable nonpublic information pertaining to Cognesia and your company or a company for whom you or your employer provides services ("License Organisation"). Your access to the Site is made possible through a license between Cognesia and License Organisation.
 
These Terms of Use (the "Terms of Use") govern your access to and use of the Cognesia service (the "Service") including, where enabled, the Setup, Resources, Desktop, Engage, Explore, Applink, ExLink and Intellimap modules and any data, reports, information, text, graphics, code, or other materials accessible through the Service (the "Content"). By accessing or using the Site, Service and/or Content you agree to be bound by these Terms of Use. In the event that you access the Site, Service and/or Content pursuant to any agreement between Cognesia and License Organisation, then your access to and use of the Site, Service and Content are subject to that agreement and these Terms of Use. In the event of any conflict between these Terms of Use and such a separate agreement, the terms and conditions of the separate agreement will prevail and govern.
 
Your Use of the Service and Content
Cognesia authorises you to access and use the Site, Service and Content solely for License Organisation's internal business purposes and subject to these Terms of Use. You will not permit any third party to access and use the Service and/or Content, or distribute any Content to any third party other than as authorised by License Organisation consistent with its obligations to Cognesia. The Site, Service and Content are not available to competitors of Cognesia, and competitors of Cognesia are hereby expressly prohibited from using or accessing the Site, Service and/or Content.
 
You agree not to:
(i) sell, rent, sublicense or lease access to the Service to provide services to third parties, including but not limited to ASP's, time-shares or other similar entities;
(ii) reproduce, modify, make derivative works of, publicly perform, publicly display, use, make, have made, sell, offer to sell or import the Service, except as otherwise expressly agreed in writing between License Organisation and Cognesia; or
(iii) use any Content, including any personally identifiable information included within the Content, in violation of any rights of any third parties, including such rights arising under any applicable privacy policies or agreements;
(iv) use any Content in violation of any applicable law or regulation;
(v) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Service or Content;
(vi) remove, obscure or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols or labels in the Service including any reports generated there from.

Your Password
The password that you use to access the Site, Service and Content is personal to you. You may not share or disclose your password with anyone, whether within your organisation, License Organisation or otherwise. You are responsible for safeguarding the password, and you agree not to allow any third party to access and use the Site, Service and/or Content using your password. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify Cognesia of any unauthorized use of your password.
 
Cognesia Property
All right, title, and interest in and to the Service and Content are and will remain the exclusive property of Cognesia and its licensors. Except as expressly permitted in these Terms of Use or as authorised by License Organisation consistent with its obligations to Cognesia, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Serice or Content.

Termination
If you violate any of these Terms of Use, your permission to use the Site, Service and Content will automatically terminate.

Use the Service and Content at Your Own Risk
Your access to and use of the Site, Service and Content is at your own risk. Cognesia will have no responsibility for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Site, Service or Content.

Trademark Information
Cognesia, Engage, Explore, ExLink, Applink and Intellimap are trademarks of Cognesia Ltd.

The Site, Service and Content are Provided "AS-IS"
THE SITE, SERVICE AND CONTENT ARE PROVIDED "AS IS", WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, COGNESIA EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT.

COGNESIA MAKES NO WARRANTY THAT THE SITE, SERVICE OR CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. COGNESIA MAKES NO WARRANTY REGARDING THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY DATA OR INFORMATION OBTAINED THROUGH THE SITE, SERVICE OR CONTENT.

Limitation of Liability
COGNESIA WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, SERVICE OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT COGNESIA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

Indemnity
You agree to defend, indemnify, and hold harmless Cognesia, its officers, directors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal and accounting fees), arising out of your violation of these Terms of Use.

Controlling Law and Jurisdiction
These Terms of Use and any action relating thereto shall be governed by English law. By entering the Site you irrevocably submit to the exclusive jurisdiction of the English courts in respect thereof.

Version: 20110520