1. 1. Acceptance of Terms & Conditions (Terms as a Contract)
   1. 1.1. Cogi-Member Relationship. These Terms & Conditions and the Privacy Policy (combined referred to as "Agreement") govern the relationship between Cogi, Inc. ("Cogi") and you ("you", "your", or "Member"), and your use of and access to the website or services ("Services") provided by Cogi.
   2. 1.2. Agreeing to the Terms. To begin use of Services, you must agree to the Terms disclosed herein. To agree to the Terms, click to accept the Terms where this option is given during the registration process. Any use of the Services constitutes a confirmation of acceptance by Member to this Agreement, and therefore constitutes a legally binding contract. Once you have agreed to the Terms and Conditions contained herein and the Privacy Policy, you are considered a Member regardless of whether you subsequently use the Cogi service.
   3. 1.3. Legal Age & Contractual Capacity. All Services are provided by Cogi for use by persons age eighteen (18) or older, and an individual or entity legally capable, by U.S. law, of entering into a legally binding contract with Cogi. Acceptance of the Agreement represents admission of authorization of legal age, signatory capacity and that all registration and personal information given to Cogi is true, accurate, and current. At its discretion, Cogi reserves the right to terminate its relationship with any Member who is found to have submitted inaccurate information or misrepresented themselves in any manner.
   4. 1.4. Amendments to the Agreement. The Agreement may be amended at any time by Cogi. An updated version of the Agreement will be posted to the Cogi website to inform Member. The most recent Agreement will take precedence and replace all prior agreements between Cogi and Member. If Member no longer accepts the new Agreement, Member must terminate use of all Services immediately.
2. 2. Cogi License
   1. 2.1. License to Member. Through this Agreement, Cogi provides Member with a non-exclusive license to use the Services made available to you through your Cogi account. This license allows Member use of the Services solely in the manner permitted by this Agreement. License is only active while your account is in good standing, and as permitted by this Agreement.
   2. 2.2. Software Access/Use Restrictions. Member will not copy, translate, modify, reuse, disassemble, decompile or reverse engineer any aspect of the Services, or transmit the software to any 3rd party unless Cogi has given written permission to do so. Additionally, Member may not use non-Cogi software to access the Services.
   3. 2.3. Transfer of License. Member may not transfer, assign, rent, lease or sublicense his/her rights to use the Services to another party unless Cogi has given written permission to do so.
3. 3. Condition of Cogi Services (Management of Accounts)
   1. 3.1. Affiliates. Member agrees to allow any and all affiliates and/or subsidiaries to work in conjunction with Cogi in order to provide you with Services.
   2. 3.2. Account Access. Cogi and its affiliates and/or subsidiaries reserve the right to access Member's account content if it is necessary to correctly process a transcript, assist with customer service, process subscription payments, enforce this Agreement, investigate and/or address any security or technical issues, or if Cogi believes this access is necessary to act in accordance with a legal or governmental request.
   3. 3.3. Account Storage. Member acknowledges that Cogi may not currently have a fixed maximum limit on the number of conversations it's able to record, transcribe or store. At its discretion, Cogi may create limits on use and storage at any time. Your account content, including personal information, may be stored and processed in a Cogi facility or a facility of its agents in the United States.
   4. 3.4. Storage Responsibility. Cogi assumes no responsibility or liability for the failure to store or transmit Member's account content, or for the deletion of this content.
4. 4. Use of Cogi Services
   1. 4.1. Equipment Requirements. Cogi Members must provide all equipment required to use the Cogi service including but not limited to a computer and a phone, as well as the respective services such as high speed Internet connection, and telephone service (land-line or cellular phone) through a third-party provider. Cogi does not provide Internet or telephone services. Member must also install, download or access the necessary software from Cogi, if required. Cogi may automatically update software as needed without notice, or require an update to be downloaded and installed prior to continued use.
   2. 4.2. Members Agreement to Use. By accepting the Agreement, Member agrees to the following regarding use of Services:
      • Services will only be used as is permitted by the Agreement and any law, regulation or guideline in appropriate jurisdictions
      • Services will not be accessed or attempted to be accessed through any means other than the user interface provided by Cogi, including through any automated means. This includes, but is not limited to, any attempt to breach security features, to probe or test the website's defenses, or to access any Cogi system or network for which the Member has no authorization
      • Member will not access content, data, or accounts for which the Member has no authorization
      • Member will not act in any way that leads to the interference or disruption of Services or any equipment connected with running the Services
      • Member will not copy, duplicate, reproduce, trade, sell, resell, market, publish or exploit any Services or elements of the Cogi website at any time
      • Member will not use Cogi's Services or systems to attempt to gain unauthorized access to other computer systems
      • Member is completely responsible for any violation of the Agreement and is liable for all consequences that may result from such a violation. This includes any loss or damage suffered by Cogi as a result of Member's violation.
   3. 4.3. Criminal/Civil Liabilities. Any Member who violates any stipulation of the Agreement may be subject to the full extent of the law, including holding said person to civil and/or criminal liability. Cogi will cooperate directly with appropriate law enforcement in the case of any investigation related to a violation of the Agreement.
5. 5. Password Confidentiality & Account Security
   1. 5.1. Password Confidentiality. As a Member, you agree and understand that you are responsible for maintaining the confidentiality of any passwords or PINs which may gain access to your account and the services provided by Cogi. In the case of any unauthorized use of your account, password or PIN, you agree to immediately inform Cogi of this activity.
   2. 5.2. Account Security. For any loss incurred as a result of unauthorized use of your account, password or PIN, whether known or unknown, Cogi will not be held liable. You are solely responsible to Cogi for all activities that may occur under your account. Member has the opportunity to change your password at any time in the account settings section of Member's account.
6. 6. Privacy & Personal Information
   1. 6.1. Privacy Policy. Member agrees to the terms of Cogi's Privacy Policy. This policy details Cogi's personal information data gathering methods and how Cogi protects your privacy and data. By accepting the Agreement, you consent to the collection of your personal information and approve the use of your data within the constructs of Cogi's Privacy Policy. If the Terms of Service and the Privacy Policy are in disagreement, the Terms of Service will preside.
7. 7. Proprietary Rights & Intellectual Property
   1. 7.1. Cogi's Proprietary Rights. Member recognizes and agrees that all legal rights and title to the Services are owned by Cogi or its licensors, including all intellectual property rights contained therein.
   2. 7.2. Cogi's Intellectual Property. The use of Cogi's brand names, logos, domain names, trademarks, service marks, copyrighted materials, patents or any other brand elements unique to Cogi and its Services is strictly prohibited, unless you have entered into a written agreement with Cogi detailing otherwise. If such an agreement exists, brand elements approved for use must be handled in compliance with the guidelines specific to that agreement.
   3. 7.3. Member's Proprietary Rights & Intellectual Property. Cogi recognizes and agrees that it has no legal rights or title to any Member-generated content, including audio recordings, transcripts, personal information, or any intellectual property rights contained therein. Cogi is not required or obligated to protect and/or enforce rights owned by Member.
   4. 7.4. Member Feedback & Rights. Your participation in submitting ideas or feedback to Cogi assigns to Cogi all rights, title and interest to such changes or enhancements and all property rights contained therein, including, but not limited to, all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.
   5. 7.5. Cogi Use of Member Feedback. Member agrees that all feedback submitted to Cogi may be used in press releases, customer testimonials, and as a reference in marketing and sales initiatives by Cogi.
   6. 7.6. Transcription Permission. By using audio recordings, you give Cogi irrevocable permission to transcribe Member-generated audio for the purpose of providing text transcripts to Member for personal use and/or Member-initiated distribution, and for display in password protected Member account.
   7. 7.7. Cogi's Handling of Content. In order to perform the necessary steps to process Member-generated content to provide the Services to Members, Cogi may transmit or distribute this content via public networks or media. Additionally, it may be necessary to make changes to this content in order to adjust it to fit the technical requirements of processing the content. Cogi will encrypt all Member content before transmitting or distributing for processing purposes. Member agrees to permit Cogi to take these actions.
8. 8. Service Subscription
   1. 8.1. Subscription Payments. Once the Free Trial has ended, Member is obligated to pay all subscription fees by due dates determined by Cogi. Once you have confirmed acceptance of the subscription, Cogi may move to verify Member's credit if appropriate. Member gives approval for such credit verification.
   2. 8.2 Storage of Payment Information. Member gives Cogi permission to store credit card numbers or other forms of payment information for the purpose of processing periodic subscription payments. Member has the right to update stored payment information at any time within their password protected account.
   3. 8.3 Subscription Fees. Subscription fees are subject to change at the discretion of Cogi. All Members will be given written notice in advance of any changes. If Member does not agree to subscription fee changes, you reserve the right to cancel the subscription without penalty.
9. 9. Member Conduct
   1. 9.1. Liability For Recording Other Parties. Member agrees to be solely responsible for all audio and/or transcribed content created and shared while using the Service.
   2. 9.2. Disclosure of Recording. Member is solely responsible for notifying all parties as required by applicable law on a Cogi phone call that the call is being recorded. Cogi will not be held liable for any consequences relating, whether directly or indirectly, to Member's failure to do so. Although features may exist in the service to alert call participants to recording in certain circumstances, this is only provided as a reminder and may not be relied upon as definitive disclosure for compliance with applicable laws.
   3. 9.3. Appropriateness of Content. Member agrees that the contents of his/her account are not endorsed by Cogi. All content is subject to any applicable local, state, national or international laws and regulations. When content violates such laws or regulations, the creation and/or distribution of said content via Cogi's Services is prohibited.
10. 10. Subscription Termination
    1. 10.1. Termination By Cogi or Member. Member's subscription may be terminated at any time, for any reason by either the Member or Cogi. To terminate your subscription, you must contact Cogi's Customer Service at www.cogi.com or support@cogi.com.
    2. 10.2. Deletion of Content for Expired Accounts. If Member's account should expire, for example if payment is overdue, Cogi has the right to delete account content. To keep access to account content, Member must renew subscription before the end of 30 days.
    3. 10.3. Account Access Upon Termination. Upon termination of your subscription, you will no longer be granted access to your account or any content contained therein effective immediately. Closed account content may remain archived for back-up purposes within the Cogi system for a period of time to be determined by Cogi.
    4. 10.4. Termination of Agreement. The termination of a subscription is also the termination of the Agreement, relieving Cogi and ex-Member of any obligations or rights contained therein, except where such obligations or rights are stated to continue indefinitely.
    5. 10.5. Cogi's Waiver of Rights. If Cogi should fail to implement and/or enforce any portion of this Agreement, it will not constitute a waiver of any rights or provisions laid out in the Agreement, unless such a waiver is agreed to by Cogi in writing.
11. 11. Exclusion of Warranties
    1. 11.1. Use At Member's Risk. Member acknowledges and agrees that the Services are provided "As Is" and "As Available" without warranty of any kind. Use of the Services and any related software is done solely at the Member's own discretion and risk. Cogi is not responsible for any damage to Member's computer system or other device, or for the loss of any data as a result of downloading any necessary materials or software, even if Cogi has been advised of the possibility of such damages.
    2. 11.2. Exclusion of Warranties. Cogi does not certify, warrant, or guarantee:
       • That the Services will meet your requirements or expectations
       • That the Services will be continuously available, timely, free from error, or secure
       • The accuracy or reliability of any information or data processed by the Services or acquired by you through the Services
       • That any defects in the software provided as part of the Services will be corrected
       • Any goods or services obtained through the Services
       • Any transactions entered into with Cogi
    3. 11.3. Warranties Not Included in Agreement. No warranty secured by Member from Cogi and its Services, whether in oral or written form, shall be created unless explicitly declared in the Agreement. Additionally, all warranties, whether expressed or implied, are further disclaimed by Cogi. These may include, but are not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
12. 12. Limitation of Liability
    1. 12.1 Limitation of Liability. You acknowledge and agree that Cogi shall not be held liable to you for any direct, indirect, incidental, special, consequential or exemplary damages which may be incurred by you through the use or inability to use the Services, website or software. Damages may result from but are not limited to the following, regardless of whether Cogi has been notified of the occurrence or possibility of such damages:
       • Loss of profit
       • Loss of goodwill or reputation
       • Loss of data or content through deletion, corruption or failure to store
       • Changes to the Services
       • Temporary or permanent cessation of the Services
       • Failure of shared content to reach intended party
       • Failure of Member of supply accurate account information
       • Failure of Member to keep password, PIN or account protected and confidential
       • Damage resulting from use of, access to, or reliance on the Services or website
       • Damages for judgments against member related to recording others without permission
       • Any other intangible loss
13. 13. Cogi Transcription
    1. 13.1. Content Processing Methods. Member hereby consents to allow Cogi to process Member-generated audio recordings by any means necessary in order to create text transcripts of said recordings, when requested. This process may take place at Cogi or at any of its affiliated facilities, including any third-parties which may be contracted with Cogi.
    2. 13.2. Language Processing. While Cogi's Services may be used to record any language, the Services, Website, Customer Support and all other correspondence created by Cogi is provided in English only. Cogi only provides transcription in English from recordings of English audio.
    3. 13.3 Transcript Accuracy. It is Cogi's intent to provide accurate transcripts to Members. However, Cogi does not warrant that its transcription of Member's audio recordings will be free from error or completely accurate. In order to provide the Services, the audio and/or text translations may be accessed, viewed or edited by any authorized Cogi representative. Member agrees to permit Cogi to take these actions. Cogi's Privacy Policy details the manner in which these materials are handled.
    4. 13.4. Transcription Errors. If Member feels there is an error in transcribed content, Member may report it. Cogi will evaluate the material to determine if a discrepancy exists. Transcribed materials may contain unavoidable inaccuracies due to poor quality of caused by phone connection or equipment, or unusual slang, regional dialects, or obscure names contained within Member's audio recordings.
    5. 13.5. Transcription Timing. Cogi aims to process transcription of audio as quickly as possible. Current turn-around time can be found in the Frequently Asked Questions on www.cogi.com, however no turn-around time is guaranteed.
14. 14. Force Majeure
    1. 14.1. Force Majeure. Cogi shall not be responsible for any delay or failure in performance that results from causes beyond its reasonable control ("Force Majeure Events"), whether or not foreseeable by such party. Such Force Majeure Events include, but are not limited to, adverse weather conditions, flood, fire, explosion, earthquake, volcanic action, power failure, embargo, war, revolution, civil commotion, act of public enemies, labor unrest (including, but not limited to, strikes, work stoppages, slowdowns, picketing or boycotts), inability to obtain equipment, parts, software or repairs thereof, acts or omissions of the other party, and acts of God.
15. 15. Indemnification
    1. 15.1. Indemnification. Member agrees to indemnify and hold harmless Cogi and its officers, directors, affiliates, subsidiaries, representatives, agents and employees from and against any and all costs, damages, claims, demands, expenses, suits, judgments, and losses (including, but not limited to, reasonable legal costs) due to the Member's breach of this Agreement. The same applies to any third-party claims or suits which may arise as the result of your use of the Services. This section of the Agreement shall remain active even upon termination of this Agreement.
16. 16. Legal Claims
    1. 16.1. Agreement Governance. This Agreement is governed by and interpreted in accordance with the laws of the State of California without regard to its conflict of laws provisions or Members actual place of residency. All claims and disputes arising from this Agreement will be brought solely to the exclusive jurisdiction of the courts in Santa Barbara County, California, and must be filed within one (1) year of such claim, as it will thereafter be waived and barred. Despite this stipulation, Cogi may apply for injunctive remedies in the jurisdiction of its choosing.
    2. 16.2. Invalid Provisions. If any provision of this Agreement is ruled invalid by a court of law having jurisdiction in this matter, that provision will be stricken from the Agreement, leaving the remaining provisions in effect and enforceable.
    3. 16.3. Section Headings. The section headings in the Agreement are for convenience only, and have no legal or contractual consequence.
17. 17. Notices
    1. 17.1 Contacting Members. Cogi reserves the right to contact Members at its own discretion regarding its products, services, software updates, changes to this Agreement, for marketing research including surveys, and other issues which may pertain to Member's account. Member consents to allow Cogi to contact you via email, text messaging, posting on the Services, or through other means via the Internet while accessing the Services or website.

Last Updated: March 30, 2009