In the Know! -- Terms of Service

In the Know!^® Terms of Service

1. Introduction

Welcome to In the Know!^® (‘In the Know!’) a service of Cognetics Corporation (‘Cognetics’). Everyone who uses In the Know! (‘subscribers’ or ‘you’) is subject to this Agreement, which sets out the Terms of Service (‘Terms’). This applies to paid subscriptions, trial subscriptions and any other subscription.

Cognetics may update and change these Terms from time to time. If Cognetics does this, we will send an email to the primary email address on your account. You may review this Agreement at any time by clicking a link on the home page of In the Know! or our Cognetics site. Continued use of In the Know! after any such changes shall constitute your consent to such changes.

Cognetics hereby grants you a non-exclusive, non-transferable right to use In the Know! subject to these Terms, solely for your own internal business purposes, in conjunction with valid subscriptions to the service.

2. Description

In the Know! is software delivered as a service via the World Wide Web. Access to In the Know! is through subscription only. Cognetics provides each subscriber with a unique URL that will allow access to their data via In the Know!. Cognetics will establish a billing account for each subscriber.

Subscribers are organizations that use In the Know! to manage their project portfolios or for other business purposes. Subscribers determine who may access their In the Know! site by authorizing specific individuals as users and providing them with a logon and password within In the Know!.

3. Updates

Cognetics may update In the Know! from time to time. All such updates are subject to these Terms. Subscribers may determine that an update has taken place by looking at the version number that appears on the home page.

From time to time, Cognetics may communicate with subscribers to provide service announcements, administrative messages and other messages.

3. Subscriptions

To use In the Know!, you must have a valid subscription. Subscribers are assigned a unique identifier for their URL. Subscribers are responsible for payment of any applicable subscription fees. Subscribers are responsible for maintaining the confidentiality of the assigned URL, user log-on information and passwords.

4. Payment Terms

Unless other arrangements are made, Cognetics will automatically renew and bill the subscriber’s designated credit card every month following any trial period. Payment is for the month in advance. There will be no refunds or credits for partial months of service. Subscribers may elect to pay annually for service in which case your credit card will be billed for one year of service in advance.

Subscribers who need to use a different form of payment should contact Cognetics.

Subscribers are responsible for all taxes, levies, or duties that might be imposed on their subscription.

5. Canceling Subscriptions.

Subscribers may cancel the service prior to the end of the subscription term which is at the end of the current month (for monthly subscriptions) or at the end of the 12 month term (for annual subscriptions). Following documented notification to Cognetics of intent not to renew, the service will remain available until the end of the month or year (for annual subscriptions). Subscribers may take possession of their data by downloading it from the Cognetics site prior to the end of the term.

After cancellation, subscribers will no longer have access to their In the Know! site and your data may be deleted. Cognetics accepts no liability for such deleted information or content.

6. Termination by Cognetics

If your credit card is declined, Cognetics will notify you and attempt to charge the card again. If the second charge is declined, Cognetics will notify you and provide you with a grace period to provide a new or updated card. If you do not respond or provide us with a valid card Cognetics may cancel your subscription and delete your data after one month. Cognetics accepts no liability for information that is deleted due to an invalid credit card.

Cognetics may, under certain circumstances and without prior notice, immediately terminate your access to In the Know!. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms, (b) requests by law enforcement or other government agencies, (c) a request by you, (d) discontinuance or material modification to In the Know! or (e) unexpected technical issues or problems.

Termination of your subscription includes (a) removal of your ability to access In the Know! and (b) deletion of your URL and all related information and content associated with your In the Know! site. You agree that all terminations for cause shall be made in Cognetics' sole discretion and that Cognetics shall not be liable to you or any third-party for any termination of your account.

7. Ownership of In the Know!

Cognetics is the sole owner of In the Know! and no transfer of ownership of In the Know! or the intellectual property rights owned by Cognetics is intended or will occur as a result of our accepting your subscription. Cognetics shall own all rights, title and interest, including all related intellectual property rights, in and to In the Know! and any modifications, derivative works, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party. The name In the Know! and any logos, slogans or product names associated with it are the property of Cognetics and no right or license is granted to use them.

8. Ownership of Data

You own the data you enter in In the Know! and Cognetics does not claim any right or title to it. You may download the data to your own servers or PC’s for backup purposes or to create further reports from it. Cognetics may require execution of a non-disclosure agreement before enabling the download capability and require you to keep the data layouts confidential.

9. Security

You are responsible for all activity occurring on your In the Know! site and you agree to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of In the Know!, including those related to data privacy.

You are fully responsible for maintaining the security of your account and for all activities that occur in connection with In the Know!

You agree to immediately notify Cognetics of any unauthorized use of the account or any other breaches of security. Cognetics is not liable for any loss or damage from your failure to comply with this security obligation. You acknowledge and agree that Cognetics is not liable, in any way, for any acts or omissions by a subscriber or person permitted access by a subscriber, including resulting damages of any kind.

9. Backup

Cognetics will make reasonable efforts to secure the server and the data. These efforts may include access control and physical security provisions provided by any third party from which Cognetics rents, leases or co-locates servers; provision of a firewall; use of redundant (RAID) disks to secure data; and periodic transfer of data from the server to a backup device.

You may elect to download copies of their data. Cognetics may assess additional fees if the frequency of such downloads exceeds the bandwidth allocated to the subscription.

10. Content

Cognetics does not pre-screen content, but Cognetics shall have the right to remove any content that violates these Terms.

All information, including data, text, documents, graphics, and other files uploaded to the site are your sole responsibility. Cognetics does not control or own the content you place on your In the Know! site and does not guarantee its accuracy, integrity or quality. Cognetics is not liable in any way for any content, including, but not limited to, any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content.

You acknowledge and agree that Cognetics may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Cognetics, its users and the public.

You understand that the technical processing and transmission of In the Know!, including your content, may involve transmissions over various networks which are not under Cognetics’ control.

You agree that you will not: (a) upload any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; or harms minors in any way; (b) 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; (c) attempt to breach security, hack, or otherwise obtain access to or damage the underlying code; or (d) violate any applicable local, state, national or international law.

11. Indemnity

You agree to indemnify and hold Cognetics, and its subsidiaries, affiliates, officers, agents, partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your content, use, activities or connection to In the Know!, your violation of these Terms, service downtime or availability, or your violation of any rights of another.

12. Resale of Service Prohibited

Except as expressly authorized by Cognetics, you agree not to reproduce, duplicate, modify, copy, sell, resell, rent, loan, lease, distribute, exploit or create derivative works based on In the Know!, in whole or in part.

13. Modifications to Service

Cognetics reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, In the Know! (or any part thereof). You agree that Cognetics shall not be liable to you or to any third party for any modification, suspension or discontinuance of In the Know!.

14. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(a) YOUR USE OF IN THE KNOW! IS AT YOUR SOLE RISK. IN THE KNOW! IS PROVIDED ON AN’AS IS" AND’AS AVAILABLE" BASIS. COGNETICS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(b) COGNETICS WILL MAKE REASONABLE EFFORTS TO MAINTAIN IN THE KNOW!, HOWEVER, COGNETICS IS NOT RESPONSIBLE FOR ANY DAMAGE, LOSS OF DATA, CUSTOMER INFORMATION OR VENDOR DATA, REVENUE, OR OTHER HARM TO BUSINESS ARISING OUT OF DELAYS, MISDELIVERY OR NONDELIVERY OF INFORMATION, RESTRICTION OR LOSS OF ACCESS, BUGS OR OTHER ERRORS, UNAUTHORIZED USE DUE TO YOUR SHARING OF ACCESS TO IN THE KNOW!, OR OTHER INTERACTION WITH IN THE KNOW!. YOU ARE RESPONSIBLE FOR MAINTAINING AND BACKING-UP YOUR DATA AND INFORMATION THAT MAY RESIDE ON IN THE KNOW!.

COGNETICS DOES NOT WARRANT THAT (i) IN THE KNOW! WILL MEET YOUR SPECIFIC REQUIREMENTS, (ii) IN THE KNOW! WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF IN THE KNOW! WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH IN THE KNOW! WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF IN THE KNOW! IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM IN THE KNOW! SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.

15. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT COGNETICS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COGNETICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE IN THE KNOW!; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM IN THE KNOW!; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON IN THE KNOW!; OR (v) ANY OTHER MATTER RELATING TO IN THE KNOW!.

16. Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 14 AND 15 MAY NOT APPLY TO YOU.

17. General

Notices to you may be made via either email or posting on In the Know!. Cognetics respects the intellectual property rights of others and Cognetics ask our users to do the same.

The Terms and the relationship between you and Cognetics shall be governed by the laws of the State of New Jersey without regard to its conflict of law provisions. You and Cognetics agree to submit to the personal and exclusive jurisdiction of the courts located within New Jersey.

The failure of Cognetics to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.

These Terms constitute the entire agreement between you and Cognetics and govern your use of In the Know!, superseding any prior agreements between you and Cognetics (including, but not limited to, any prior versions of the Terms). You also may be subject to additional terms and conditions that may apply when you use affiliate or other Cognetics services, third-party content or third-party software.

If any provision of the Terms or incorporated documents are found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of In the Know! or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect.