Terms and Conditions
Updated – 12/10/18
These Terms of Service are a contract between you and Cognism Limited, a United Kingdom company. Cognism operates www.Cognism.com. By accessing these web sites, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trademark law.
Cognism Limited hereby grants you a non-exclusive, non-transferable, worldwide right to access and use the Cognism Sites, solely with supported browsers through the Internet for your own internal purposes, subject to the Terms of Service. You may not permit the Cognism Site to be used by or for the benefit of unauthorized third parties. Nothing in the Terms of Service shall be construed to grant you any right to transfer or assign rights to access or use the Cognism Sites. All rights not expressly granted to you are reserved by Cognism and its licensors. You shall not (i) modify or make derivative works based upon the Cognism Sites; (ii) reverse engineer or access the Cognism Sites in order to (a) build a competitive product or service, (b) build a product using similar features, functions or graphics of the Cognism Site, or (c) copy any features, functions or graphics of the Cognism Sites. You further acknowledge and agree that, as between the parties, Cognism, Limited owns all right, title, and interest in and to the Cognism Sites, including all intellectual property rights therein.
The materials on Cognism, Limited’s web sites are provided “as is”. Cognism, Limited makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Cognism, Limited does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.
In no event shall Cognism, Limited or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Cognism, Limited’s Internet site, even if Cognism, Limited or a Cognism, Limited authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
Revisions and Errata
The materials appearing on Cognism, Limited’s web sites could include technical, typographical, or photographic errors. Cognism, Limited does not warrant that any of the materials on its web sites are accurate, complete, or current. Cognism, Limited may make changes to the materials contained on its web site at any time without notice. Cognism, Limited does not, however, make any commitment to update the materials.
You agree to defend, hold harmless and indemnify Cognism from and against any and all losses, costs, expenses, damages or other liabilities incurred by Cognism arising from or related to any cause of action, claim, suit, proceeding, demand or action brought by a third party against Cognism: (a) in connection with your use of the Sites including any payment obligations incurred through use of the Site; or (b) resulting from: (i) your use of the Site; (ii) your decision to supply profile or payment information via the Sites, including personal financial information; (iii) your decision to submit applications; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member with which you conducted business through the Sites; (viii) any act or omission of yours with respect to the payment of fees to any Contractor; (ix) your dispute of or failure to pay any invoice or any other payment; or (x) your obligations to a Contractor. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
Any claim relating to Cognism, Limited’s web sites shall be governed by the laws of the United Kingdom without regard to its conflict of law provisions.
You agree not to reproduce, duplicate, copy, sell, or resell any of the data made available to you (the “Product”) through any Cognism, Limited service, including Cognism. The Product shall be used for your internal business purposes only, and you shall not use the Products or any software for the benefit of a third party, including reselling or giving away the data.
Any use of the API (Application Program Interface), including use of the API through a third-party product that accesses the Cognism Service, is bound by these Terms of Service plus the following specific terms:
You expressly understand and agree that Cognism 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 Cognism has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API. Abuse or excessively frequent requests to Cognism via the API may result in the temporary or permanent suspension of your account’s access to the API. Cognism, in its sole discretion, will determine abuse or excessive usage of the API. Cognism will make a reasonable attempt via email to warn the account owner prior to suspension. Cognism reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice. Fraudulent Activity
Use of the Cognism service, including but not limited to any applications that use the Cognism service or APIs, prohibits using the service for fraudulent account creation or other malicious purposes, including but not limited to creating and distributing spam emails, spam tweets, or other spammy electronic communication. Cognism reserves the right to filter and or block such activity, and if necessary, to remove any account that has engaged in these and similarly malicious activities. Individuals wishing to work within Cognism are authorized to create one account with the service.
Cognism Google Chrome Extension - End User License Terms and Conditions
Date of Last Revision: July 2020
THE FOLLOWING END USER LICENCE TERMS AND CONDITIONS (“EULA”) APPLY TO ALL USE, DOWNLOAD AND INSTALLATION OF EACH VERSION AND ITERATION OF THE COGNISM GOOGLE CHROME EXTENSION (THE “COGNISM EXTENSION”). THE COGNISM EXTENSION IS ONLY AVAILABLE FOR USE ON GOOGLE CHROME WEB BROWER. PLEASE READ THIS EULA CAREFULLY BEFORE USING THE COGNISM EXTENSION, AS IT EXPLAINS HOW YOU ARE LICENSED TO USE THE COGNISM EXTENSION.
YOUR USE OF THE COGNISM EXTENSION IS ALSO SUBJECT TO OUR TERMS OF SERVICE WHICH ARE AVAILABLE HERE. (“TERMS”). YOU MUST BE AN AUTHORISED USER OF OUR CUSTOMER (AS EACH IS DEFINED IN THE TERMS) TO USE AND ACCESS THE COGNISM EXTENSION. IN THE EVENT THAT YOU CEASE TO BE AN AUTHORISED USER AND/OR ENGAGED BY A CUSTOMER OF US, YOUR RIGHTS TO DOWNLOAD, INSTALL AND USE THE COGNISM EXTENSION WILL AUTOMATICALLY TERMINATE.
ALL USE OF THE COGNISM EXTENSION IS GOVERNED BY AND CONDITIONAL ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THIS EULA. ANY USE, REPRODUCTION OR REDISTRIBUTION OF THE COGNISM EXTENSION NOT IN ACCORDANCE WITH THIS EULA IS EXPRESSLY PROHIBITED. IF YOU DO NOT ACCEPT THIS EULA, YOU MAY NOT USE, DOWNLOAD OR INSTALL THE COGNISM EXTENSION.
1.1 This Cognism Extension and any accompanying online or electronic documentation have been produced by and is the property of Cognism Limited (“Cognism”). Cognism is referred to as “us”, “we”, and “our” in this EULA. Our registered office is at 12 Times Court Retreat Road, Richmond, England, TW9 1AF. We are a company registered in England & Wales, with company number 09392705.
1.2 The terms and conditions below set out the agreement between you (“you”) and us for the download, installation and use of the Cognism Extension. All capitalised terms not defined herein shall have the meaning ascribed to them under the Terms.
1.3 By downloading and using the Cognism Extension you are agreeing to be bound by and become a party to this EULA. If you do not agree to all of the terms of this EULA you should not download or use the Cognism Extension.
1.4 If you are under the age of 18 you must not download, install or use the Cognism Extension.
- OWNERSHIP OF THE COGNISM EXTENSION AND CONTENT
2.1 All right, title, interest and ownership rights and any copyright, design right, database right, patents and any rights to inventions, know-how, trade and business names, trade secrets and trademarks (whether registered or unregistered) and any applications therefor and other intellectual property rights (together “Intellectual Property Rights”) in and to the Cognism Extension and the Cognism Extension content (“Content”) belong to us and/or our licensors. All rights are asserted and reserved, save for those expressly granted under this EULA. The Cognism Extension or Content may contain licensed materials and our licensors may act to protect their interests in the event of any breach of this EULA.
2.2 You are not sold the Cognism Extension or any Content but, subject to your compliance with all conditions of this EULA, we grant you a non-exclusive, limited, personal, revocable, non-sublicensable, non-transferable licence to use the Cognism Extension and Content on devices which you own or control and which have the necessary specifications to run and operate the Cognism Extension.
3.1 You may only use the Cognism Extension and Content as part of your role as an Authorised User.
3.2 You shall comply with the Terms as applicable to your use of the Cognism Extension and Content including any Customer’s policies regarding data protection.
3.3 You shall not, and shall not permit or encourage any third party to, use the Cognism Extension and Content in violation of the Terms or in a way that may put Customer in violation of the Terms.
- SYSTEM AND PLATFORM REQUIREMENTS
4.1 This Cognism Extension is only available for download and use on Google Chrome web browser. It has been developed to work on the latest version of Google Chrome web browser and the operating system available at the time of its release. Google, operating system and device vendors may from time to time update their web browser, software and/or devices, and we may, but shall not be obligated to, update the Cognism Extension if necessary to ensure that its functionality and performance continue with any such update. It is your obligation to ensure that you are using the latest compatible public release of Google Chrome web browser or any such device, operating system or software. We may require you to update the Cognism Extension from time to time.
4.2 You require Google Chrome web browser and an internet connection, which you must procure at your own expense, to access and use the Cognism Extension.
- TERM AND TERMINATION
5.1 This EULA takes effect upon your download, installation and/or use of the Cognism Extension and remains effective until terminated by either of us. You may terminate this EULA at any time by removing the Cognism Extension from your Google Chrome web browser. The EULA shall automatically terminate if you fail to comply with any term or condition of this EULA. Upon termination you shall cease all use of the Cognism Extension and remove it from your Google Chrome web browser.
5.2 The following clauses of the EULA shall survive termination: Clause 1 (Introduction), Clause 2 (Ownership), Clause 3 (Restrictions), Clause 5 (Term and Termination), Clause 6 (Limitation of Liability) and Clauses 7-13 (General Provisions).
- OUR LIMITATIONS OF LIABILITY
6.1 The Cognism Extension is provided ‘as is’ and ‘as available’ to the fullest extent permissible pursuant to applicable law. Cognism declaims all warranties and conditions express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the Cognism Extension, its use and the results of such use. Cognism specifically disclaims any warranty:6.1.1 that the Cognism Extension and its availability shall be uninterrupted or error-free;
6.1.2 that defects shall be corrected;
6.1.3 that there are no viruses or other harmful components;
6.1.4 that the Cognism Extension or its use comply with advertising regulation or data protection regulation;
6.1.5 that the security methods employed shall be sufficient; or
6.1.6 regarding correctness, accuracy, or reliability.
6.2 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this EULA to the fullest extent permitted by law.
6.3 Nothing in this Agreement excludes the liability of Cognism:
6.3.1 for death or personal injury caused by Cognism’s negligence;
6.3.2 for fraud or fraudulent misrepresentation; or
6.3.3 any statutory liability not capable of limitation.
6.4 Subject to Clause 7.3, Cognism shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this EULA.
6.5 Subject to Clause 7.3 and 7.4, Cognism’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this EULA shall be limited to the lower of (i) total monies actually received by Cognism from Customer in respect of your use of the Cognism Extension under this EULA during the 12 months preceding the date on which the claim arose; and (ii) £1,000.
- NO WAIVER
A waiver of any right under this EULA is only effective if it is in writing.
This EULA is personal to you. You shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA, without the prior written consent of Cognism.
If any provision (or part of a provision) of this EULA is found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) shall remain in force.
- ENTIRE AGREEMENT
This EULA constitutes the whole agreement between the parties and supersedes any previous agreement between them.
- THIRD PARTY RIGHTS
This EULA does not confer any rights on any person or party (other than the parties to this EULA and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
- GOVERNING LAW AND JURISDICTION
This EULA shall be governed by, and construed in accordance with, the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English Courts.
- CHANGES TO THIS EULA
We may change this EULA for any legal, regulatory or security reasons, or for any other reason we reasonably decide. We will notify you of any changes and you will be required to accept the changes to continue using the Cognism Extension.
- SUPPORT AND CONTACTING US
The Cognism Extension is provided “as is”. However if you need any help and support please email email@example.com and we shall endeavour to assist you.
Cognism’s offices in London have been ISO 27001 certified.
If you have any questions or concerns about our Services or these Terms, you may contact us at:
First Floor, Holborn Gate, 330 Holborn, London WC1V 7QT, United Kingdom