PLEASE NOTE: If you are under 18 years of age, you must have a parent or guardian accept the User Agreement and Privacy Policy on your behalf before you can be registered as a member of Cognitra.

*****CAREFULLY READ THE FOLLOWING USER AGREEMENT.*****

THIS IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND COGNITRA, LLC, 6950 WOODLAND ROAD, PINE CITY, MN, USA. BY CLICKING ON “JOIN COGNITRA” AND ACCEPTING THE USER AGREEMENT AND PRIVACY POLICY, OR ACCESSING, USING OR INSTALLING ANY PART OF THE SERVICES, YOU EXPRESSLY AGREE TO ALL OF THE TERMS, CONDITIONS, AND PROVISIONS OF THIS USER AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS, CONDITIONS, AND PROVISIONS OF THIS USER AGREEMENT, THEN YOU MUST NOT SELECT THE ACCEPT BUTTON, AND YOU MUST NOT ACCESS, USE OR INSTALL ANY PART OF THE MEMBERSHIP SERVICES.

EXCLUSION OF WARRANTY

 WE TRY TO KEEP COGNITRA UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. WE PROVIDE THE PLATFORM FOR COGNITRA AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT PROVIDE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR REPRESENTATIONS OF THE ACCURACY OF THE INFORMATION CONTAINED OR FOUND ON COGNITRA, OR THE AVAILABILITY OF THE COGNITRA SERVICE.

COGNITRA IS NOT RESPONSIBLE FOR AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE USER CONTENT OR THE ACCURACY AND RELIABILITY OF THE USER CONTENT POSTED THROUGH OR IN CONNECTION WITH COGNITRA, BY USERS OF COGNITRA, AND SUCH USER CONTENT DOES NOT NECESSARILY REFLECT THE OPINIONS OR POLICIES OF COGNITRA.

COGNITRA IS NOT RESPONSIBLE FOR ANY DAMAGE, INJURY OR LOSS CAUSED BY USERS OF COGNITRA OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED BY COGNITRA.

PROFILES AND LINKED SERVICES CREATED AND POSTED BY MEMBERS ON, THOUGH OR IN CONNECTION WITH COGNITRA MAY CONTAIN LINKS TO OTHER WEBSITES OR SERVICES. COGNITRA IS NOT RESPONSIBLE FOR THE CONTENT, ACCURACY OR OPINIONS EXPRESSED ON SUCH WEBSITES AND SERVICES, AND SUCH WEBSITES AND SERVICES ARE NOT NECESSARILY INVESTIGATED, MONITORED OR CHECKED FOR ACCURACY OR COMPLETENESS BY COGNITRA. INCLUSION OF ANY LINKED WEBSITE OR SERVICE ON COGNITRA DOES NOT IMPLY APPROVAL OR ENDORSEMENT OF THE LINKED WEBSITE OR SERVICE BY COGNITRA. WHEN YOU ACCESS THESE THIRD PARTY SITES AND SERVICES, YOU DO SO AT YOUR OWN RISK. COGNITRA TAKES NO RESPONSIBILITY FOR THIRD PARTY ADVERTISEMENTS THAT ARE POSTED ON, THROUGH OR IN CONNECTION WITH THE COGNITRA, NOR DOES IT TAKE ANY RESPONSIBILITY FOR THE GOODS OR SERVICES PROVIDED BY THESE THIRD PARTIES.

Limitation on Liability

IN NO EVENT SHALL COGNITRA BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF COGNITRA, EVEN IF COGNITRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF COGNITRA, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WE DO NOT GUARANTEE THAT COGNITRA WILL BE SAFE OR SECURE. COGNITRA IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

COGNITRA IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OR MEMBER OF COGNITRA. COGNITRA ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY USER OR MEMBER COMMUNICATION. COGNITRA IS NOT LIABLE FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

COGNITRA IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF ANY EMAIL OR PLAYERS DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON ANY OF COGNITRA OR COMBINATION THEREOF, INCLUDING, WITHOUT LIMITATION, ANY INJURY OR DAMAGE TO USERS OR TO ANY PERSON’S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH COGNITRA.

UNDER NO CIRCUMSTANCES SHALL COGNITRA BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, RESULTING FROM USE OF COGNITRA, ATTENDANCE AT A COGNITRA EVENT, FROM ANY USER CONTENT POSTED ON OR THROUGH COGNITRA, OR FROM THE CONDUCT OF ANY USERS OF COGNITRA , WHETHER ONLINE OR OFFLINE. IF YOU ARE DISSATISFIED OR HARMED BY COGNITRA OR ANYTHING RELATED TO COGNITRA, YOU MAY LEAVE COGNITRA AND TERMINATE THE AGREEMENT AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

COGNITRA DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COGNITRA LEARNING COMMUNITY.

Indemnity

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS COGNITRA, ITS SUBSIDIARIES, AND AFFILIATES, SUBCONTRACTORS AND OTHER PARTNERS, AND THEIR RESPECTIVE OFFICERS, AGENTS, PARTNERS AND EMPLOYEES, HARMLESS FROM ANY LOSS, LIABILITY, CLAIM, OR DEMAND, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE COGNITRA IN VIOLATION OF THIS AGREEMENT AND/OR ARISING FROM A BREACH OF THIS AGREEMENT AND/OR ANY BREACH OF YOUR REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND/OR ANY CONTENT THAT YOU POST ON, THROUGH OR IN CONNECTION WITH COGNITRA.

Ownership

This site, and each of its modules, together with the arrangement and compilation of Content found on this site, including the non-identifiable data from your experience), and the software providing the Services, is the property of Cognitra. In addition, the trademarks, logos and service marks displayed on this site (collectively, the “Trademarks”) are common law trademarks of Cognitra. Nothing contained on this site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the trademarks without the written permission of Cognitra.

Submissions of Content

You do not have to submit anything Information or Content to us, but if you submit Information or Content and your submissions of Content(including any User generated Content, ideas, concepts, techniques and data), you expressly grant Cognitra a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty free license to display, copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, and use and commercialize, in any way now known or in the future discovered, anything that you submit to us, without any further consent, notice and/or compensation to you or to any third parties. By submitting any Information or Content to Cognitra, you represent and warrant that such submission is accurate, is not confidential, and is not in violation of any contractual restrictions or other third party rights. You further agree to inform Cognitra in the event that any such Content or Information has changed since your registration with Cognitra and, if appropriate, you agree to make such modifications to your profile.

Cognitra exercises no control over any Information or Content you or others submit while using Cognitra. Cognitra has no obligation to verify the identity of any Users when they are connected to the site or to supervise the Content which has been provided by Users. Note that we describe our current practices related to personally identifiable information collected through Cognitra in our Privacy Policy and that we may update our policies and practices, including our Privacy Policy, from time to time at our sole discretion. You will immediately inform Cognitra if you believe that someone is, or has appropriated, or is misusing your Information.

Prior to joining Cognitra, you must consider and decide, the extent to which you wish to reveal information about yourself to the large community of Cognitra Users and to Cognitra and you must not communicate to Cognitra and its Users any information the dissemination of which could be harmful to you.

Use of Content

By accepting this User agreement, each User expressly authorizes Cognitra to modify said Content in order to conform to the interface or display requirements or of other communications media as set forth above, and/or to render them compatible with its technical performance or media format in question. These rights are granted perpetually throughout the world. The User is prohibited from copying, reproducing or otherwise using the Content on the Cognitra site for any purpose other than for strictly personal purposes.

Communication of Ideas or Information

Cognitra may include various ways of communication where you can post your observations and comments on designated topics. Cognitra cannot guarantee that other members will not use the ideas and information that you share. Therefore, if you have an idea or information that you would like to keep confidential and/or do not want others to use, do not Post it on Cognitra. COGNITRA IS NOT RESPONSIBLE FOR A MEMBER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST ON COGNITRA.

Safety

 We do our best to keep Cognitra safe, but we cannot guarantee it. We need your help to protect the community, which includes the following commitments:

• You will not send or otherwise Post unauthorized commercial communications (such as spam) on Cognitra.
• You will not collect Users’ Content or Information, or otherwise access Cognitra, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission.
• You will not engage in unlawful multi-level marketing, such as a pyramid scheme, on Cognitra.
• You will not upload viruses or other malicious code.
• You will not solicit login Information or access an account belonging to someone else.
• You will not bully, intimidate, or harass any user.
• You will not Post Content that is hateful, threatening, pornographic, or that contains nudity or graphic or gratuitous violence.
• You will not develop or operate a third party Application containing, or advertise or otherwise market alcohol-related or other mature Content without appropriate age-based restrictions.
• You will not offer any contest, giveaway, or sweepstakes (“promotion”) on Cognitra without our prior written consent.
• You will not use Cognitra to do anything unlawful, misleading, malicious, or discriminatory.
• You will not do anything that could disable, overburden, or impair the proper working of Cognitra, such as a denial of service attack.
• You will not facilitate or encourage any violations of this Safety Statement.

Registration and Account Security

You and all other Cognitra Users agree to provide their real names and Information. You agree:

• You will not provide any false personal information on Cognitra, or create an account for anyone other than yourself without permission.
• You will not use your personal profile for your own commercial gain (such as selling your status update to an advertiser).
• You will not use Cognitra if you are a convicted sex offender.
• You will keep your contact information accurate and up-to-date.
• You will not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account. You are responsible for anything that happens through your account. Please notify us immediately of a security breach.
• You will not transfer your account to anyone without first getting our written permission.
• If you select a username for your account we reserve the right to remove or reclaim it if we believe appropriate (such as when a trademark owner complains about a username that does not closely relate to a user’s actual name).

Protecting Other People’s Rights

 We respect other people’s rights, and expect you to do the same.

• You will not Post Content or take any action on Cognitra that infringes or violates someone else’s rights or otherwise violates the law.
• We can remove any Content or information you Post on Cognitra if we believe, in our sole discretion, that it violates this Agreement.
• If we remove your Content for infringing someone else’s copyright, and you believe we removed it in error, please contact us.
• If you repeatedly infringe other people’s intellectual property rights, we will disable your account when appropriate.
• You will not use our copyrights or trademarks (including Cognitra LLC, and the Cognitra Logos), or any confusingly similar marks, without our written permission.
• You will not Post anyone’s identification documents or sensitive financial Information on Cognitra.

Disputes

You will resolve any claim, cause of action or dispute (“claim”) you have with us arising out of or relating to this Agreement or Cognitra exclusively in the State of Minnesota. The laws of the State of Minnesota will govern this Agreement, as well as any claim that might arise between you and us, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in Pine County, Minnesota and that venue for any action commenced shall be exclusively in the District Court of the State of Minnesota, Tenth Judicial District or the United States District Court for the District of Minnesota for the purpose of litigating all such claims.

• If anyone brings a claim against us related to your actions, Content or Information on Cognitra, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
• You are solely responsible for your interactions with other Cognitra Users, or any other parties with whom you interact through Cognitra. Cognitra reserves the right, but has no obligation, to become involved in any way with member disputes.

Service Eligibility

You must provide, at your sole cost and expense, all equipment and software necessary to connect to Cognitra. You represent and warrant that you (a) have not previously been suspended or removed from Cognitra; (b) do not have more than one Cognitra account at any given time; and (c) that you have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which you are a party.

Right to Access

On the condition that you comply with all your obligations under the User Agreement, we grant you a limited, revocable, nonexclusive, non-assignable, non-sublicenseable right to access, through a generally available web browser (but not any scraping, spidering, crawling or other technology or specialist software used to harvest Data) to view information that we provide on Cognitra web pages as we intend such Information to be used, and only in accordance with this Agreement and any specific terms of use that we make available to you. You may submit Information to us at your own risk. We grant you no other rights, implied or otherwise.

Term

This Agreement, and any Posted amendment or modification to this Agreement, shall remain in full force and effect while you are a Member. You may terminate your Membership at any time, for any reason, or no reason, by contacting us at Cognitra. Cognitra reserves the right, in its sole discretion, to reject, refuse to Post or remove any Posting (including, without limitation, private messages, emails and instant messages (collectively, “messages”)) by you, or to deny, restrict, suspend, or terminate your Membership and or access to all or any part of the Cognitra at any time, for any or no reason, with or without prior notice or explanation, and without liability. In addition, Cognitra reserves the right, in its sole discretion, to reassign or rename your profile URL. Cognitra expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Cognitra if Cognitra determines, in its sole discretion, that you have violated this Agreement or pose a threat to Cognitra, its employees, business partners, Users and/or the public. Even after Membership is terminated, this Agreement will remain in effect.

Limit Storage

Cognitra reserves the right to limit the storage capacity of Content that you Post on, through or in connection with Cognitra.

Removing Content

Cognitra reserves the right to withhold, remove and or discard any Content with or without notice. Cognitra has no obligation to store, maintain or provide you a copy of any Content that you or other Users provide when using the Services.

Export Control

Your use of Cognitra is subject to export and reexport control laws and regulations, including the the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, reexport, transfer, divert, or otherwise dispose of any product to any Cognitra user without obtaining all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.

Termination

You may terminate this User Agreement, for any or no cause, at any time, with notice to Cognitra which shall be effective upon Cognitra processing such notice. Cognitra may terminate the Agreement for any or no cause, at any time, with or without notice, which shall be effective immediately or may be specified in the notice. Users who have not signed on to Cognitra as a member with their user id and password for a period of 90 days since their last sign on, may be terminated. Termination of your Cognitra account includes disabling your access to Cognitra (including any Content you submitted or others submitted) and may also bar you from any future use of Cognitra.

In furtherance and without limiting the foregoing, Cognitra has adopted a policy of terminating, at Cognitra’s sole discretion, members who are deemed to be repeat infringers under the United States Copyright Act. Cognitra may also, at its sole discretion, limit access to Cognitra and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Upon termination, you lose full and complete access to Cognitra. The terms of this Agreement shall survive any termination.

Special Provisions Applicable to Users Outside the United States

We strive to create a global community with consistent standards for everyone, but we also strive to respect local laws. The following provisions apply to Users outside the United States:

• You consent to having your personal Data transferred to and processed in the United States.
• If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of Specially Designated Nationals you will not engage in commercial activities on Cognitra (such as advertising or payments) or operate a Platform Application or website.

Definitions

• By “Cognitra” we mean the features and services we make available, including through (a) our website at www.cognitra.com and any other Cognitra branded or co-branded websites (including sub-domains, international versions, widgets, and mobile versions); (b) our Platform; and (c) other media, software, devices, or networks now existing or later developed.
• By “us,” “we” and “our” we mean Cognitra, LLC.
• By “Platform” we mean a set of APIs and services that enable applications, developers, operators or services, including RSS feeds, to retrieve data from Cognitra or provide data to us.
• By “information” we mean facts and other information about you, including actions you take.
• By “content” we mean anything you post on Cognitra that would not be included in the definition of “information.”
• By “data” we mean content and information that third parties can retrieve from Cognitra or provide to Cognitra.
• By “post” we mean post on Cognitra or otherwise make available to us (such as by using an application).
• By “use” we mean use, copy, publicly perform or display, distribute, modify, translate, and create derivative works of.
• By “active registered user” we mean a user who has logged into Cognitra at least once in the previous 30 days.
• By “application” we mean any application or website that uses or accesses Platform, as well as anything else that receives data.

Other

This Agreement makes up the entire agreement between the parties regarding Cognitra, and supersedes any prior agreements. This Agreement is accepted upon your use of the Cognitra Website and is further affirmed by you becoming a Member. The failure of Cognitra to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. You will not transfer any of your rights or obligations under this Agreement to anyone else without our consent. All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Cognitra is a trademark of Cognitra, LLC. This Agreement does not confer any third party beneficiary rights. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Agreement Modifications

Cognitra reserves the right to amend or modify this Agreement at any time and from time to time, and each such modification shall be effective upon posting on Cognitra. Your continued use of Cognitra following any such modification constitutes your acceptance of and your agreement to be bound by the terms of this Agreement as so modified. It is therefore important that you review this Agreement regularly. If you do not agree to be bound by this Agreement, you must discontinue use of the Cognitra immediately.

If you have any questions about this Agreement, please contact us.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE TERMS, CONDITIONS, AND PROVISIONS CONTAINED ABOVE.