Cognitive Network Analyzer – Terms & Conditions

Published November 2024

Index

This document details the Site/Application Terms and Conditions as displayed (and accepted) upon utilizing Cognitive Network Analyzer™.

Introduction

These are the terms of supply for services provided on https://www.cognitivetalentsolutions.com/ (Site) and/or through any web or mobile application we provide (Application). The Site/Application is operated by or on behalf of Cognitive Talent Solutions Inc. (Cognitive Talent Solutions, we, us and our). We are a C-Corp, registered in the United States. Our Employer Identification Number (EIN) is 38-4090134, and our registered address is 8 The Green Suite 7698 Dover, DE 19901, USA.

Your use of any of the services offered on the Site/Application (Services) is subject to these terms and by using any Service you agree to be bound by them. You should print a copy of these terms for future reference. We have been engaged by your employer ("Requesting Business") to provide you with access to our Services. As part of this, both the Requesting Business and Cognitive Talent Solutions may process your personal data. Please read our Privacy and Cookies Policy (https://www.cognitivetalentsolutions.com/privacy) to learn how your personal data is used.

Cognitive Talent Solutions focuses its activity on Organizational Network Analysis (ONA) and Organizational Restructuring powered by Artificial Intelligence (AI). Both services are integrated in a cloud-based platform known as Cognitive Network Analyzer™.

ONA allows you to visualize and analyze both formal and informal relationships that exist within your organization, enabling you to model a business strategy that effectively exchanges information and ideas to help your company thrive in a rapidly changing environment. Organizational Restructuring Simulation enables you to accelerate and enhance decision-making in the context of organizational restructuring initiatives such as mergers, acquisitions and internal reorganizations.

Access

Your Requesting Business may ask you to access Cognitive Network Analyzer™ in order to evaluate the results of Organizational Network Analysis (ONA) and/or Organizational Restructuring Simulation, and shall provide you with a username and password to enable you to do so.

Our Services

You acknowledge and agree that you are solely responsible for all use you make of any Service. You must not allow anyone else to access Cognitive Network Analyzer™ on your behalf. Further, you must not attempt to content from Cognitive Network Analyzer™, in whole or in part (including, for example, by taking screenshots of Cognitive Network Analyzer™), or attempt to distribute the results from analyses displayed in Cognitive Network Analyzer™, or any part of it, unless expressly allowed by these terms.

Changes to the Service and terms

As it is our policy to continually review and update our Service offerings, we reserve the right to make changes to any Service and/or to these terms from time to time.

Service suspension and termination

We may, from time to time, with or without prior notice, temporarily suspend the operation of any Service and/or the Site/Application (in whole or in part) for repair or maintenance work or in order to update or upgrade any contents, features or functionality.

We may, with or without prior notice, terminate any contract we enter into with you ("Contract") or suspend and/or terminate any Service and/or your use of your account in the event that you have breached any of these terms. If you have breached these terms, we may take such action as we deem appropriate. Such a breach by you may result in our taking, with or without notice, all or any of the following actions: issue of a warning to you; immediate, temporary or permanent withdrawal of your right to use any Service; legal proceedings against you for reimbursement of all recoverable loss and damage resulting from the breach; and/or disclosure of all relevant information to law enforcement authorities as we reasonably feel is necessary.

The responses described above are not limited, and we may take any other action we deem appropriate. Upon termination of any Contract or Service or your account, for any reason: all rights granted to you under these terms will immediately cease; and you must promptly discontinue all use of the relevant Service.

Access to the Site/Application

It is your responsibility to ensure your equipment (computer, laptop, netbook, tablet, smart-phone or other mobile device) meets all the necessary technical specifications to enable you to access and use the Site/Application and is compatible with the Site/Application.

We cannot guarantee the continuous, uninterrupted or error-free operability of the Site/Application. There may be times when certain features, parts or content of the Site/Application, or the entire

Site/Application, become unavailable (whether on a scheduled or unscheduled basis) or are modified, suspended or withdrawn by us, in our sole discretion, without notice to you.

You agree that we will not be liable to you or to any third party for any unavailability, modification, suspension or withdrawal of the Site, or any features, parts or content of the Site/Application.

What you are allowed to do

You may only use the Site/Application for non-commercial use and only in accordance with these terms. You may retrieve and display content from the Site on a computer screen, print and copy individual pages and, subject to the next section, store such pages in electronic form.

Additional terms may also apply to certain features, parts or content of the Site/Application and, where they apply, will be displayed on-screen or accessible via a link.

What you are not allowed to do

Except to the extent expressly set out in these terms, you are not allowed to: ‘scrape' content or store content of the Site on a server or other storage device connected to a network or create an electronic database by systematically down loading and storing all of the content of the Site; remove or change any content of the Site or attempt to circumvent security or interfere with the proper working of the Site or the servers on which it is hosted; or create links to the Site from any other website, without our prior written consent.

You must only use the Site/Application and anything available from the Site/Application for lawful purposes (complying with all applicable laws and regulations), in a responsible manner, and not in a way that might damage our name or reputation or that of any of our affiliates. All rights granted to you under these terms will terminate immediately in the event that you are in breach of any of them.

Intellectual property rights

All intellectual property rights in any content of the Site/Application (including text, graphics, software, photographs and other images, videos, sound, trademarks and logos) are owned by us or our licensors. Except as expressly set out here, nothing in these terms gives you any rights in respect of any intellectual property owned by us or our licensors and you acknowledge that you do not acquire any ownership rights by downloading content from the Site/Application. In the event you print off, copy or store pages from the Site/Application (only as permitted by these terms), you must ensure that any copyright, trade mark or other intellectual property right notices contained in the original content are reproduced.

Site/Application features and content

We may change the format, features and content of the Site/Application from time to time. You agree that your use of the Site/Application is on an 'as is' and 'as available' basis and at your sole risk.

Whilst we try to make sure that content on the Site/Application consisting of information of which we are the source is correct, you acknowledge that the Site/Application may make content available which is derived from a number of sources, for which we are not responsible.

In all cases, information on the Site/Application is not intended to amount to authority or advice on which reliance should be placed. You should check with us or the relevant information source before acting on any such information.

We make or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content of the Site/Application and, to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded and we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else using the Site/Application or relying on any of its content.

We cannot and do not guarantee that any content of the Site/Application will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of content.

Service Management

Effective support of in-scope services is a result of maintaining consistent service levels. The following sections provide relevant details on service availability, monitoring of in-scope services and related components.

Service Availability

Coverage parameters specific to the service(s) covered in this Agreement are as follows:

• Telephone support : +1 (650) 788-3838. 9:00 AM PT to 5:00 PM PT Monday - Friday
• Calls received out of office hours will be forwarded to a mobile phone and best efforts will be made to answer / action the call, however there will be a backup answer phone service
• Email support: info@cognitivetalentsolutions.com. Monitored 9:00 AM PT to 5:00 PM PT Monday - Friday
• Emails received outside of office hours will be collected, however no action can be guaranteed until the next working day

Service Requests

In support of services outlined in this Agreement, the Service Provider will respond to service related incidents and/or requests submitted by the Customer within the following time frames:

• 0-8 hours (during business hours) for issues classified as High priority.
• Within 48 hours for issues classified as Medium
• Within 5 working days for issues classified as Low
• Remote assistance will be provided in-line with the above timescales dependent on the priority of the support

Our liability 

Nothing in these terms shall limit or exclude our liability to you: for death or personal injury caused by our negligence; for fraudulent misrepresentation; for breach of any term implied by the Consumer Rights Act 2015 and which, by law, may not be limited or excluded; or for any other liability that, by law, may not be limited or excluded. We will not be liable or responsible for any failure to perform, or delay in performance of, any of the Services, or our obligations under any Contract that is caused by events outside our reasonable control.

General

You may not transfer or assign any or all of your rights or obligations under any Contract. All notices given by you to us must be given in writing to the address set out at the end of these terms. We may give notice to you by email. If we fail to enforce any of our rights, that does not result in a waiver of that right. If any provision of these terms is found to be unenforceable, all other provisions shall remain unaffected. These terms may not be varied except with our express written consent.

These terms and any document expressly referred to in them represent the entire agreement between you and us in relation to the subject matter of any Contract. We are required by law to advise you that Contracts may be concluded in the English language only and that no public filing requirements apply.

This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its principles or statutes relating to conflicts of laws that would require the application of the laws of any other jurisdiction.

Any dispute arising out of or relating to this Agreement shall be finally settled by binding arbitration before a single arbitrator conducted expeditiously in accordance with the J.A.M.S./Endispute

Comprehensive Arbitration Rules and Procedures (the “J.A.M.S. Rules”). The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 116, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The arbitration shall take place in the state in which the Company’s principal office is then located.