Terms of Use

Terms of Use

Last updated on February 11, 2021.

Please read these Terms of Use carefully.

These Terms of Use apply to the websites of Kognito Solutions, LLC (“Kognito”, “we” or “us”), including www.kognito.com, www.kognitocampus.com, and our mobile products and services (collectively, our “Websites”). We describe, market and provide our products and services, including our simulations (collectively, our “Services”), through our Websites.

These Terms of Use govern your visit to the Websites and your use of the content found on the Websites, including without limitation, the text, software (whether downloadable or non-downloadable), technology, user interfaces, graphics, images, video, code, sounds, music, games, videos, all audio-visual or other material appearing on or emanating from the Websites, as well as the design and appearance of our websites, and the accompanying information and documentation (the “Content”).

By visiting or using our Websites, or Services or Content, whether obtained from the Websites or from third party websites, you accept and agree to these Terms of Use. If you do not so consent, you may not visit Websites or use any of the Services or Content.

By visiting or using the Websites, Services or Content, you also agree to Kognito’s Privacy Policy that describes our collection, use, sharing and protection of user information. Please review our Privacy Policy, which is incorporated into, and considered part of, these Terms of Use.

Contents:

  1. Student data
  2. Kognito websites access and content
  3. User account
  4. Prohibited activities
  5. Intellectual property protections and license
  6. Third-party links and content
  7. Government use
  8. Disclaimer of warranties and limitation of liability
  9. Indemnification
  10. Termination
  11. Applicable law
  12. Dispute resolution
  13. Class action waiver
  14. Applicable language
  15. Changes and severability
  16. Waiver
  17. Communication with Kognito
  1. Student data

We recognize the importance of protecting the privacy and safety of children. Please refer to our Privacy Policy for information regarding student use of Kognito’s products and services and how we use student data.

  1. Kognito websites access and content

Kognito reserves the right to suspend, discontinue, delete, modify, or remove any Content or functionality offered in our Websites from time to time, without prior notice, without reason or liability, and/or to offer certain content or functionality only in various versions or in selected times, based on Kognito’s sole discretion. In addition, Kognito may charge users for certain content or functionality which are currently available for free.

We attempt to provide accurate descriptions of the Content. However, we do not warrant that product descriptions or other parts of the Content are accurate, complete, reliable, current, or error-free. If any Content is inaccurately described, your sole remedy is to cease use of that Content and to notify us of the purported error.

Some of Kognito’s products and services may be available for download for mobile devices (“Mobile Applications”) from the Websites or from third parties (such as the Apple App Store or Google Play). The use of any Mobile Applications is expressly governed by these Terms of Use and by any terms of use and user agreements applicable to the Mobile Applications upon their download onto your mobile device (“Mobile Terms of Use”). Any conflicts between these Terms of Use and the Mobile Terms of Use with respect to Mobile Applications shall be resolved in favor of the Mobile Terms of Use.

  1. User account

Certain Content and Services on our Websites require registration in order to be able to enjoy such functionalities. Kognito reserves the right to decide which Content and Services require registration or will require registration in the future. If you wish to register to use such Content and Services, you must enter into a User Agreement with us, and you must continue also to abide by these Terms of Use. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Kognito reserves the right to refuse service, terminate accounts, remove or edit the Content, or cancel orders in its sole discretion. In case of a conflict between these Terms of Use and the User Agreement, the specific provisions of the User Agreement shall supersede the conflicting terms of these Terms of Use.

  1. Prohibited activities

In using the Websites, Services or Content you agree to comply with all applicable laws. You agree that you will not send or post any material that is illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise objectionable. You agree not to send or post any malicious software (such as viruses, Trojan horses and the like) or other rogue programming, political messages, solicitations, mass mailings, or any form of “spam.” You agree not to attempt illegal or unauthorized entry into our computer systems or Websites, to attempt to access sensitive system information, to access or track the information of other users, or to use the Websites, Services or Content for any other illegal or unauthorized activity. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to your identity.

  1. Intellectual property protections and license

Our Websites, Services and Content are owned by or licensed to Kognito, and are subject to copyright, trademark and other intellectual property rights under United States and foreign laws and international conventions. Kognito reserves all rights in and to the Websites, Services and Content. You agree not to engage in the use, copying, downloading, distribution (including without limitation on any other website or networked computer environment), modification, display or performance of any Content unless you are expressly permitted to do so by a written agreement with us. You agree not to circumvent, disable or otherwise interfere with security-related features of the Websites, Services, Content or features that prevent or restrict use or copying of any Content or enforce limitations on the use of the Websites, Services or Content.

You agree to use the Websites, Services and Content only as permitted under these Terms of Use. Subject to your acceptance of and compliance with these Terms of Use, Kognito grants to you a non-exclusive, non-transferable, revocable limited license to use the Websites, Services and Content solely for your personal non-commercial, private use. Any use of the Websites, Services or Content in violation of these Terms of Use will be regarded as an infringement of Kognito’s rights and result in the termination of your user account and/or civil or criminal penalties as provided by law.

All product, brand and company names and logos used on our Websites, Services or Content are the trademarks (including, but not limited to the registered trademark, “Kognito”) of Kognito or used under license. Any use of any of the trademarks appearing on the Websites, Services or Content without the express written consent of the trademark owner is strictly prohibited. You may not use metatags or any other “hidden text” utilizing “Kognito” or any other trademark, service mark or product or service name of Kognito without our prior written permission. In addition, the look and feel of the Websites, including all page headers, custom graphics, button icons and scripts, is the property of Kognito and may not be copied, imitated or used, in whole or in part, without our prior written permission. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

In accordance with the Digital Millennium Copyright Act and other applicable laws, we have adopted a policy of terminating accounts and/or pursuing other remedies, at our sole discretion, if we suspect that the account holder has infringed the intellectual property rights of Kognito or any third party.

  1. Third-party links and content

Certain Websites, Services or Content may include links to third-party websites. Those sites may collect data or solicit personal information from you. We do not monitor or endorse any websites or the information, products or services contained on or accessible through such websites. We are not liable for the content or accuracy of third-party websites or the products or services offered on or through those websites. The inclusion of a link to third-party websites does not imply any approval or endorsement by or any affiliation with Kognito. If you access such websites, you do so solely at your own risk.

Certain Websites may host or co-host content owned by third parties (“Third Party Content”) who retain all rights therein. Such Third Party Content may be subject to copyright, trademark and other intellectual property rights under United States and foreign laws and international conventions. We expressly disclaim any and all liability in connection with your use of Third Party Content. Any such use of Third Party Content is at your own risk and may be subject to additional or different terms and restrictions.

  1. Government use

Kognito’s Websites, Services and Content were developed using private funds and are “Commercial Items” as defined in 48 CFR §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation.” Consistent with 48 CFR §12.212 or 48 CFR §227.7202-1 through 227.7202-4, as applicable, such Commercial Computer Software and Commercial Computer Software Documentation are being licensed to the U.S. Government solely as Commercial Items and only with those restricted rights granted to all other end users pursuant to the terms of this Agreement. Unpublished-rights reserved under the copyright laws of the United States.

  1. Disclaimer of warranties and limitation of liability

KOGNITO’S WEBSITES, SERVICES AND CONTENT ARE PROVIDED BY KOGNITO ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. KOGNITO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITES, SERVICES OR CONTENT UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITES, SERVICES AND CONTENT IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, KOGNITO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. KOGNITO DOES NOT WARRANT THAT THE WEBSITES, SERVICES OR CONTENT, KOGNITO’S SERVERS, OR E-MAIL SENT FROM KOGNITO ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IN NO EVENT SHALL KOGNITO OR ANY OF ITS AFFILIATES, OR THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSEES, CONTRACTORS OR AGENTS, BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING FROM THE USE OF THE WEBSITES, SERVICES OR CONTENT, WHETHER THE DAMAGES ARISE FROM USE, MISUSE, RELIANCE ON, OR INABILITY TO USE THE WEBSITES, SERVICES OR CONTENT, OR WHETHER THEY ARISE FROM THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF ANY OF WEBSITES, SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF KOGNITO WAS ADVISED OF OR OTHERWISE AWARE OF THE LIKELIHOOD OF SUCH DAMAGES.

IN NO EVENT, SHALL KOGNITO’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS, THE LICENSE PROVIDED HEREUNDER, OR THE USE OF THE WEBSITES, SERVICES OR CONTENT IN ANY MANNER WHATSOEVER EXCEED THE AMOUNT ACTUALLY PAID, IF ANY, TO KOGNITO BY THE INJURED PARTY.

IN ANY JURISDICTION THAT DOES NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE LIABILITY OF KOGNITO OR ANY OF ITS AFFILIATES, OR THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSEES, CONTRACTORS OR AGENTS, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

In addition, Kognito will not be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, but not limited to, internet failure, computer equipment failures, telecommunication equipment failure, other equipment failure, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light or air conditioning.

  1. Indemnification

You agree to indemnify, defend and hold Kognito and its affiliates, and their respective owners, directors, officers, employees, shareholders, and agents (collectively, the “Kognito Parties”) harmless from and against any and all third-party claims, liability, losses, costs and expenses (including legal fees) incurred by any Kognito Party as a result of or in connection with (i) any breach by you of any of the provisions of these Terms of Use; (ii) any violation by you of applicable law; (iii) any violation by you of any rights of a third party; and (iv) any use or alleged use of the Websites, Services or Content by you or anyone within your control.

Kognito reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Kognito’s defense of such claim. Kognito may deduct its costs of obtaining any recovery from the amount of the recovery (including, without limitation, reasonable attorneys’ fees and all other costs).

You also agree to hold the Kognito Parties harmless in connection with any action taken by Kognito to protect its intellectual property, including, but not limited to, suspension or termination of your access to Kognito’s Websites, Services and Content.

  1. Termination

Kognito reserves the right to terminate, without prior notice, any user account or to suspend any or all of the access to the Content, with or without the user’s consent, for violating these Terms of Use, our Privacy Policy or, as applicable, your User Agreement. If your account is terminated, your rights to use the Websites, Services and Content will cease immediately. Termination is without prejudice to all other remedies available to Kognito by law or under these Terms of Use.

  1. Applicable law

The laws of the State of New York, without regard to principles of conflicts of laws, will govern these Terms of Use and any disputes arising out of or relating to these Terms of Use, the Websites, Services or Content.

  1. Dispute resolution

Any dispute arising out of or relating to this these Terms of Use, the Websites, Services or Content shall be solely adjudicated in the state or federal court located in New York County, New York.  You consent and submit to exclusive jurisdiction and venue in such courts and agree to accept service of process by electronic mail. Without limiting the foregoing, any claim that you may have in connection with these Terms of Use, the Websites, Services or Content must first, and before taking any other legal action, be submitted to Kognito in the form of a complaint to support@kognito.com, to enable the parties to resolve the claim in a friendly and effective manner. If the parties fail to resolve the claim in this manner in a reasonable timetable, it shall be resolved in the exclusive jurisdiction and venue as specified above. Notwithstanding the foregoing, Kognito may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.

  1. Class action waiver

YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

  1. Applicable language

If you are in Canada, Kognito and you confirm that it is their respective wish that these Terms of Use and all other related documents be drawn up in English.  (Translation in French: Kognito et vous reconnaissent avoir exigé la rédaction en anglais du présent document ainsi que tous les documents qui s’y rattachent.)

  1. Changes and severability

You agree to check our Terms of Use periodically for updates. We reserve the right to make changes to the Websites, Services or Content, our policies, and these Terms of Use at any time. Posting the modified Terms of Use on the Websites will give effect to the revised terms. If we make material changes to our Terms of Use, we will seek to provide you notice through our services or by other means. Your continued use of the Websites, Services or Content indicates your acceptance of any revised terms. If you do not agree to the revised terms, please refrain from using the Websites, Services or Content.

You agree to receive communications from us electronically regarding your account, these Term of Use and the Websites, Services or Content, and such communications sent from us shall be considered sufficient means of notice, whether applicable law requires written notice or not.

Our policy concerning changes to our Privacy Policy  is set forth therein.

If any of the terms or conditions in these Terms of Use shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

  1. Waiver

Any waiver of any provision of the Terms of Use will be effective only if in writing and provided by Kognito, including in the form of a revised version of the Terms of Use posted to the Websites.

  1. Communication with Kognito

You may contact any of Kognito at:

Kognito
135 West 26 Street, 12 FL
New York, NY 10010
Phone: 212.675.9234
email: support@kognito.com

If you are an owner of intellectual property who believes your intellectual property has been improperly posted or distributed via the Websites, Services or Content, please notify us by email at legal@ascendlearning.com or mail at 5 Wall Street, Burlington, MA 01803, Attn: Legal Department.

Your notice to us must include the following information: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyrighted work allegedly infringed; (2) a description of the copyrighted work or works that allegedly have been infringed; (3) a description of where on the Websites the allegedly infringing material appears that will allow us to locate the material; (4) your contact information, including your address, telephone number, and, if available, email address; (5) a statement by you that you have a good faith belief that the allegedly infringing use has not been authorized by the copyright owner, its agent, or the law; and (6) a statement by you, under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the copyrighted work that has allegedly been infringed.