COGNITION360 TERMS AND CONDITIONS

Terms and Conditions

READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. THIS CONSULTING SERVICES AGREEMENT (THE “AGREEMENT”) IS A LEGALLY BINDING AGREEMENT BETWEEN YOU (THE “CLIENT”) AND COGNITION360 LLC (“COGNITION”) GOVERNING YOUR PURCHASE OF CERTAIN CONSULTING SERVICES FROM COGNITION. AS A CONDITION TO YOUR PURCHASE OF SUCH SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

Services: COGNITION shall perform for the Client those services described in the Service Offering Outline, selected by the Client during the payment checkout process and paid for by the Client (the “Services”).

Fees: The Client shall pay to COGNITION the fees set forth in the payment checkout process online for the selected Services (the “Fees”). The Fees must be paid in full in advance of the provision of any Services and are non-refundable.

Client’s Duties and Responsibilities: The Client shall make available in a timely manner, at no charge to COGNITION, all documentation, materials and assistance reasonably requested by COGNITION for the provision of the Services. Any appointments scheduled by the Client in connection with the Services may be rescheduled upon not less than three (3) business days’ notice.

Relationship of the Parties: Each party will be and act as an independent contractor and not as an agent or partner of, or joint venture with, the other party, and neither party will by virtue of this Agreement have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.

Intellectual Property Rights: The Services relate to and arise out of intellectual property and other confidential and proprietary information and materials owned exclusively by COGNITION. As a result, COGNITION retains all right, title and interest in and to the materials, deliverables and work product provided by COGNITION in connection with the Services, including any patents, trademarks, copyrights and service marks (including the right to any derivative works), and all other intellectual property rights. The Services rendered, and all materials, deliverables, and work product associated therewith, shall not constitute “works made for hire” as that term is defined in Section 101 of the U.S. Copyright Act. To the extent that any such items are considered to be “works made for hire,” Customer agrees to assign all right, title, and interest in the foregoing to COGNITION.  Notwithstanding anything to the contrary in this Agreement, COGNITION shall obtain no right, title or interest in or to any of the Client’s confidential information.

COGNITION grants to the Client a nonexclusive, non-transferable, royalty-free license to use the deliverables furnished in connection with the Services solely for Customer’s internal business use. The Client agrees not to remove or obscure any copyright legends appearing on any of COGNITION’s materials.

Warranty and Disclaimers: COGNITION WARRANTS THAT IT WILL — USE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT ALL SERVICES RENDERED PURSUANT TO THIS AGREEMENT WILL BE PERFORMED IN A WORKMANLIKE MANNER CONSISTENT WITH INDUSTRY PRACTICES. EXCEPT FOR THE FOREGOING, THE SERVICES, DELIVERABLES AND WORK PRODUCT, ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY OF ANY KIND. COGNITION DISCLAIMS ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. COGNITION DOES NOT WARRANT THAT SERVICES, DELIVERABLES OR WORK PRODUCT WILL MEET THE CLIENT’S REQUIREMENTS.

LIMITATIONS OF LIABILITY AND DAMAGES: Notwithstanding anything to the contrary contained in this Agreement, COGNITION shall not be liable for any indirect, incidental or consequential damages arising out of the use of or inability to use any of the Services, even if COGNITION has been advised of the possibility of such damages or such damages are reasonably foreseeable. In any event, the liability of COGNITION, whether for negligence, breach of contract, breach of warranty or otherwise, shall in the aggregate under this Agreement not exceed the amount of the fees paid by the Client to COGNITION during the last twelve (12) months.

Confidentiality: COGNITION shall not provide any of the Client’s confidential information to a third party other than as requested or authorized by the Client, or as required by law or pursuant to judicial process or governmental demand.

Termination: The Services will be provided on a month-to-month basis. Either party may elect not to renew the Services subscription for any reason by delivering written notice of non-renewal to the other party.

General Provisions: This Agreement constitutes the entire agreement between the parties, merges all prior and contemporaneous communications and supersedes any prior written agreement with respect to the subject matter hereof. This Agreement may not be modified except by a subsequent written agreement signed by both parties. If any provision of this Agreement proves to be or becomes invalid or unenforceable under any applicable law, then such provision shall be deemed modified to the extent necessary in order to render such provision valid and enforceable; if such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect. The rights and obligations of the Client hereunder are not assignable without the prior written consent of COGNITION. COGNITION shall be excused from any delay in or performance of the Services caused by reason of occurrences or contingencies beyond its reasonable control. The Client agrees that all controversies, claims or disputes regarding this Agreement shall be resolved solely and exclusively by the federal or state courts located in Orange County, California, and the parties hereby submit to the jurisdiction of such courts.

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