Terms of Use

Software available for downloading from this Site (the “Software”) is the copyrighted work of Cognitive Code, Inc. and third-party providers. Use of the Software is governed by the terms of the end-user license associated with the software (“License”). An end user agrees to the License by installing, copying, or using the Software. Redistribution of the Software is expressly prohibited by law, and may result in civil and criminal penalties. Violators will be prosecuted.

The Software is warranted only according to the terms of the License. Except as expressly warranted in the License, Cognitive Code disclaims all express or implied warranties and guarantees, including conditions of merchantability, fitness for a particular purpose, title and non-infringement, except to the extent that such disclaimers are held to be legally invalid.

Comments, feedback, information or materials submitted to Cognitive Code in association with this Site (“Submissions”) shall be considered non-confidential and Cognitive Code’s property. By providing Submissions to Cognitive Code, you agree to assign to Cognitive Code, at no charge, all worldwide intellectual property rights to the Submissions. Cognitive Code shall have unrestricted use of the Submissions. You acknowledge that you are responsible for the Submissions that you provide and that you have full responsibility for the legality and copyright of the submissions.

Disclaimer

Although Cognitive Code attempts to provide accurate information on the Site, Cognitive Code assumes no responsibility for the accuracy of the information. Cognitive Code may change the Software, services or prices mentioned at any time without notice. Cognitive Code may periodically make changes to the Site. Any action related to these Terms of Use will be governed by the laws of the State of New Jersey and controlling U.S. federal law.

These Terms of Use represent the entire understanding relating to the use of the Site. Cognitive Code may revise these Terms of Use at any time without notice. Any rights not expressly granted herein are reserved by Cognitive Code.

ALL INFORMATION ON THIS SITE IS PROVIDED “AS IS” WITH ALL FAULTS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. DOCUSIGN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

Copyright

All Cognitive Code Site Materials, including, without limitation, text, graphics and other files, and the arrangement thereof, are copyrighted and Cognitive Code reserves all rights associated with such copyrights. This Site itself is protected by copyright as a collective work or compilation under U.S. copyright and other laws. The names, trademarks, service marks and logos appearing on this Site may not be used in any advertising or publicity, or otherwise to indicate Cognitive Code’s sponsorship of or affiliation with any product, service, event or organization without Cognitive Code’s prior express written permission. You may electronically copy and print to hard copy any portion of this Site for the sole purpose of using the Materials it contains for non-commercial use. Any other use of the Materials on this web Site, including any commercial use, reproduction for purposes other than described above, modification, distribution, republication or display, without the express written permission of Cognitive Code, Inc. is strictly prohibited.

Cognitive Code, the Cognitive Code logo, the “SILVIA” logo, and “Intelligence On Command”, are trademarks or registered trademarks of Cognitive Code, Inc. in the United States and/or other countries. Cognitive Code, Inc. acknowledges the names, trademarks, service marks and logos of other organizations for their respective products or services mentioned on this Site.

Software License Agreement

SILVIA Studio and SILVIA Studio Sample Projects. PLEASE READ ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS SILVIA STUDIO LICENSE AGREEMENT. THIS AGREEMENT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS WHEN ACCESSING, DOWNLOADING, INSTALLING AND USING THE LICENSED SOFTWARE, AS WELL AS RESTRICTIONS, LIMITATIONS AND EXCLUSIONS THAT ARE APPLICABLE TO THE LICENSED SOFTWARE AND THAT MAY BE APPLICABLE TO YOU. PLEASE BE ADVISED THAT BY CLICKING ON THE “ACCEPT” BUTTON OR BY CHOOSING TO DOWNLOAD, INSTALL AND/OR USE THE LICENSED SOFTWARE, YOU ARE FORMALLY INDICATING YOUR EXPRESS AGREEMENT AND CONSENT TO BE A PARTY TO,THE SILVIA Studio SOFTWARE LICENSE AGREEMENT AND TO BE BOUND BY, ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ACCEPT OR CANNOT LEGALLY AGREE TO ALL THE PROVISIONS OF THIS AGREEMENT, THEN YOU ARE NOT AUTHORIZED TO DOWNLOAD, INSTALL, ACCESS AND/OR USE THE LICENSED SOFTWARE AND YOU MUST CLICK ON THE “DO NOT ACCEPT” BUTTON OR OTHERWISE CANCEL THE DOWNLOADING AND/OR INSTALLATION OF THE LICENSED SOFTWARE.

As used in this Agreement, references to “You” or “you” or “your” are specifically intended to refer to the individual person or legal entity that is specifically being licensed to download, install and use the Licensed Software, while references to “us” or “we” or “our” or “Cognitive Code” are specifically intended to refer to Cognitive Code Corporation, a Delaware corporation with principal offices at 15 Main St, Suite #2 Flemington, NJ 08822.

If you are accepting the terms and conditions of this Agreement on your own behalf, you represent and warrant that you have reached the age of majority in the jurisdiction in which you reside and that you have the full right, power and authority to enter into and to be legally bound by this Agreement.

If you are not accepting the terms and conditions of this Agreement as an individual, but, instead, are accepting the terms and conditions of this Agreement on behalf of a separate legal entity, you represent and warrant that you have been authorized to accept the provisions of this Agreement on behalf of such entity and have the full right, power and authority to cause such entity to be legally bound by all of the terms and conditions set forth in this Agreement.

1. Right to Use the Licensed Software

1.1 Non-Exclusive License Grant

Cognitive Code hereby grants to you, in accordance with the terms and subject to the conditions contained in this Agreement, and expressly conditioned upon your compliance with all of the provisions of this Agreement, a personal, non-exclusive, non-sublicensable, non-transferable, limited license to download, install and use the executable (i.e., object code) version of the Licensed Software solely for your internal use, and only for non-commercial purposes. In the event that you are interested in using the Licensed Software (or any portion or derivative thereof) in connection with the design and development of any product or service that you would like to commercially release (whether within or outside of the United States), you must first enter into a separate commercial license agreement that may be offered to you by Cognitive Code, at its sole discretion.

1.2 Limitations and Restrictions

(a) Use Restrictions. The Licensed Software is only authorized to be used by a single user and solely in accordance with the terms and conditions of this Agreement. Installation of the Licensed Software on more than one computer system that you own and control (e.g., on both a laptop computer and a desktop computer) is allowed. However, you are not authorized to share or otherwise distribute the Licensed Software to any third-party (including any employee, contractor, agent and/or representative), unless you first obtain Cognitive Code’s written consent, which consent may be granted or withheld at our sole discretion.

(b) Non-Commercial Use Only. You are not authorized to use the Licensed Software (or any portion thereof) in any commercial or business context, nor are you authorized to commercially release or otherwise distribute, directly or indirectly, any product or service that contains or that was developed by or for you using the Licensed Software (or any portion thereof). For the avoidance of doubt, you are not authorized to integrate or otherwise combine any computer software, computer files and/or content materials that you develop (or have developed) using the Licensed Software with any computer software, computer files and/or content materials that you develop (or have developed) using any third-party software products.

(c) Archival Copy of the Licensed Software. Please be advised that you are authorized to make a single backup copy of the Licensed Software solely for archival purposes.

(d) Permitted Use of Brain Files. Notwithstanding the provisions of Section 1.2(b), above, you may post the “brain files” that you develop (or have developed) using the Licensed Software to public forums on the Internet, provided that such posting is solely for the purpose of seeking assistance or otherwise discussing issues relating to any such brain file(s). In no way are you authorized to share or otherwise distribute any brain files that you develop (or have developed) using the Licensed Software for any other purpose, including, without limitation, assisting (or attempting to assist) or enabling (or attempting to enable) any individuals or entities to access, modify and/or otherwise use any such brain file or the Licensed Software for any commercial use or application, or otherwise in violation of any of the material terms or conditions of this Agreement.

(e) Third-Party Licenses. The Licensed Software contains certain software libraries and code modules that are subject to third-party software licenses, including so-called “open source” software licenses. Such third-party software licenses are specifically applicable to and shall govern your use of the third-party software that has been integrated into the Licensed Software. However, please be advised, that you are not obliged to be granted any separate license rights from any such third-parties in order to be authorized to use the Licensed Software in accordance with the provisions of this Agreement. You hereby acknowledge and agree that, by entering into this Agreement and downloading and using the third-party software that has been integrated into the Licensed Software, you are accepting all of the provisions of any and all such third-party software licenses. In the event that there is any inconsistency between any of the provisions of this Agreement and any of the provisions of any such third-party software license, the applicable provisions of any such third-party software license shall take precedence over the terms of this Agreement with respect to the relevant third-party software. You further agree that the owners of the third-party software are intended third-party beneficiaries with respect to this Agreement.

(f) No Authorization. As express conditions to your authorization to exercise the license rights expressly granted to you pursuant to Section 1.1, above, you hereby acknowledge and agree that:

(1) You shall not make, or authorize or permit any third party to make, any copy or reproduction of the Licensed Software (or any portion thereof) or any related documentation except as otherwise expressly set forth in this Agreement.

(2) You shall not make, or authorize or permit any third party to make, any modification(s) in or to the Licensed Software (e.g., adding or deleting features, or otherwise modifying the specifications or functionality of the Licensed Software).

(3) You shall not make, or authorize or permit any third party to make, any derivative work(s) based on or otherwise derived from the Licensed Software, including, without limitation, any product or service that competes with the Licensed Software.

(4) You shall not, directly or indirectly, disassemble, decompile, reverse engineer, or otherwise attempt to derive any source code from, any of the object code software comprising the Licensed Software (except in the event and to the extent such activities are expressly permitted by applicable law).

(5) You shall not delete or otherwise modify, or authorize or permit any third party to delete or otherwise modify, any proprietary rights or restricted rights notices that are displayed by or otherwise contained within the Licensed Software (e.g., Cognitive Code’s copyright and trademark notices of or concerning the Licensed Software).

(6) You shall not make, or authorize or permit any third party to make, the Licensed Software (or any portion thereof) accessible or otherwise available to more than a single user in accordance with the provisions of this Agreement (e.g., making the Licensed Software available by means of any network and/or other software sharing arrangement).

(7) You shall not share, provide, lend, loan, rent, lease, sublicense, sell, assign, convey, transfer, or otherwise distribute the Licensed Software (or any portion thereof) to any third party.

(8) Your use of the Licensed Software during the term of this Agreement shall be in compliance with any and all applicable laws, statutes, treaties, ordinances, rules and regulations.

(9) You shall not grant or suffer any lien or encumbrance to be imposed with respect to the Licensed Software and/or any of your assets that derogates from or is otherwise inconsistent with Cognitive Code’s exclusive ownership of all rights, title and interests in and to the Licensed Software and/or any of Cognitive Code’s trade names, trademarks, service marks and/or logos (collectively, the “Cognitive Code Trademarks”), or any portion or derivative of any of the foregoing.

(10) You shall not initiate or otherwise participate, directly or indirectly, in any action or proceeding wherein it is alleged that the Licensed Software (or any portion or derivative thereof) infringes upon any patent or patent right.

1.3 Reservation of Rights

Cognitive Code retains and hereby reserves any and all rights that are not expressly granted to you pursuant to Section 1.1, above, including, without limitation, the right to prepare derivative works based on or otherwise derived from the Licensed Software in any and all forms and formats whatsoever, and all rights to publish or otherwise distribute, directly or indirectly, any and all version(s) of the Licensed Software in formats compatible with any mobile or non-mobile computing devices, whether now known or hereafter developed. No other rights or interests in or relating to the Licensed Software and/or the Cognitive Code Trademarks are granted to you pursuant to this Agreement, whether by license, implication, estoppel or otherwise.

2. Ownership Rights

2.1 The Licensed Software is licensed to you for your use in accordance with the terms and subject to the conditions set forth to this Agreement. For the avoidance of doubt, the Licensed Software is not being “sold” to you by Cognitive Code and no ownership interest in or relating to the Licensed Software is being granted to you pursuant to this Agreement.

2.2 As between you and Cognitive Code, Cognitive Code is and shall be deemed for all intents and purposes to be the sole and exclusive owner of all rights, title and interests in and to the Licensed Software, including, without limitation, any and all copyrights, trade secrets and other intellectual property rights and other proprietary rights of every kind and nature. Cognitive Code or its licensors own all rights, title, and interests, including any and all intellectual property rights, in and to the Licensed Software.

2.3 The provisions of this Agreement shall also be applicable to updates, patches, revisions, enhancements, improvements and other modifications, if any (collectively, “Upgrades”) that may be developed by or for Cognitive Code, at its sole discretion, and that are intended to replace, supplement, amend and/or otherwise modify any prior version or release of the Licensed Software (unless any such Upgrade is accompanied by a separate form of agreement, in which case the provisions of such separate agreement shall govern your potential access to and authorized use of any such Upgrade).

2.4 Please be advised that Cognitive Code does not have any obligation to develop or to make any Upgrade(s) available to you or to any other licensees of the Licensed Software, nor does Cognitive Code have any obligation to maintain the availability of the Licensed Software and/or any Upgrade(s) for access, downloading, installation and/or use by you or any other licensees pursuant to the provisions of this Agreement. Subject to the foregoing, any Upgrade of the Licensed Software that Cognitive Code elects, at its sole discretion, to make available to you shall be deemed to be part of the Licensed Software provided that you formally indicate your acceptance of any and all terms and conditions that may be adopted by Cognitive Code and that are specifically applicable to such Upgrade.

2.5 The Licensed Software is protected by U.S. copyright law and international copyright treaties.

3. Support Services

3.1 While Cognitive Code is not obligated to provide you with any specific technical assistance or support-related information of or concerning the Licensed Software, as an authorized licensee of the Licensed Software, you are entitled to access Cognitive Code’s online support features, subject to our then-current policies and procedures referenced on Cognitive Code’s official SILVIA website (which is available at https://www.cognitivecode.com).

4. Feedback

4.1 If you provide any recommendation, evaluation, analysis, suggestion and/or other form of comment to Cognitive Code regarding the Licensed Software or any related features or functionalities (collectively, “Feedback”), Cognitive Code is and shall be freely entitled to use and exploit your Feedback, at its sole discretion, in whatever manner it may choose, without any obligation or liability to you, including, without limitation, any payment or other form of compensation or attribution to you or to any third party.

4.2 You represent and warrant that (i) you are the sole and exclusive owner of all rights, title and interests in and relating to any Feedback that you choose to provide to Cognitive Code, including, without limitation, any and all intellectual property rights and all other proprietary rights of every kind and nature, and (ii) you have the full right, power and authority to grant to Cognitive Code the rights referenced in Section 4.1, above.

5. No Warranties

5.1 THE LICENSED SOFTWARE IS BEING MADE AVAILABLE TO YOU “AS IS” AND “WITH ALL FAULTS,” AND WITHOUT ANY WARRANTIES OF ANY KIND OR NATURE (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE). COGNITIVE CODE AND ITS AFFILIATES AND THIRD-PARTY LICENSORS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND/OR NONINFRINGEMENT, AND FURTHER DISCLAIM ANY WARRANTIES AND CONDITIONS ARISING OUT OF ANY COURSE OF DEALING OR OTHER TRADE USAGE. COGNITIVE CODE DOES NOT WARRANT THAT THE FUNCTIONALITIES CONTAINED IN THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE LICENSED SOFTWARE WILL BE FREE FROM DEFECTS OR ERRORS, OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS OR ERRORS IN THE LICENSED SOFTWARE WILL BE CORRECTED. Any warranty regarding non-infringement that may otherwise be applicable pursuant to Section 2-312 of the Uniform Commercial Code and/or as referenced in any other comparable statute is hereby expressly disclaimed. YOU ACKNOWLEDGE AND AGREE THAT (1) AS BETWEEN YOU AND COGNITIVE CODE, YOU ASSUME THE ENTIRE RISK AS TO THE USE, OPERATION, RESULTS AND/OR PERFORMANCE OF THE LICENSED SOFTWARE; and (2) SHOULD THE LICENSED SOFTWARE PROVE TO BE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, CORRECTION, REPAIR, DATA LOSS AND/OR LOSS OF USE OF ANY COMPUTING DEVICE OR OTHER EQUIPMENT USED TO ACCESS AND USE THE LICENSED SOFTWARE.

5.2 NO ORAL OR WRITTEN INFORMATION OR ADVICE THAT IS PROVIDED BY COGNITIVE CODE OR ANY OF OUR AUTHORIZED REPRESENTATIVES SHALL CREATE ANY WARRANTY, CONDITION OR LEGAL OBLIGATION BINDING ON COGNITIVE CODE. No employee, agent, dealer or distributor of COGNITIVE CODE is authorized to MAKE OR GRANT TO YOU ANY WARRANTY WITH RESPECT TO THE LICENSED SOFTWARE, NOR IS ANY SUCH PERSON OR ENTITY AUTHORIZED TO modify THE ABOVE-REFERENCED DISCLAIMER OF ANY AND ALL WARRANTIES SET FORTH IN sECTION 5.1, ABOVE.

5.3 In the event that any implied warranties may not be disclaimed under applicable law, then any such implied warranties are limited in duration to a period of thirty (30) days after the date on which you first download a copy of the licensed software.

5.4 SOME STATES, PROVINCES AND COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG CERTAIN IMPLIED WARRANTIES LAST, AND, ACCORDINGLY, THE LIMITATIONS THAT ARE REFERENCED ABOVE MAY NOT APPLY TO YOU.

6. Limitations on Liability

6.1 IN NO EVENT SHALL COGNITIVE CODE OR ANY OF ITS AFFILIATES OR THIRD-PARTY LICENSORS BE LIABLE TO YOU FOR ANY CLAIMED INJURIES, LOSSES AND/OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER (E.G., ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, REVENUES OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, COST OF PROCUREMENT OF ANY SUBSTITUTE OR REPLACEMENT PRODUCT, AND/OR ANY OTHER DAMAGES ARISING OUT OF YOUR USE, MISUSE OR INABILITY TO USE THE LICENSED SOFTWARE, WHETHER ANY ALLEGED LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), OR OTHERWISE, AND IRRESPECTIVE OF WHETHER OR NOT COGNITIVE CODE OR ANY OF ITS AFFILIATES OR THIRD-PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT THE TOTAL LIABILITY OF COGNITIVE CODE AND ITS AFFILIATES AND THIRD-PARTY LICENSORS, IN THE AGGREGATE, AS A RESULT OF ANY AND ALL CAUSES OF ACTION AND UNDER ANY AND ALL THEORIES OF LIABILITY SHALL BE LIMITED TO THE MONETARY SUM OF ONE HUNDRED U.S. DOLLARS ($100.00).

6.2 SOME STATES, PROVINCES AND COUNTRIES DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES, AND, ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS THAT ARE REFERENCED ABOVE MAY NOT APPLY TO YOU.

7. Indemnification

7.1 YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL INDEMNIFY AND HOLD COGNITIVE CODE AND ITS AFFILIATES (and its and their officers, directors, employees, agents and other representatives) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS AND EXPENSES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, REIMBURSEMENT OF COGNITIVE CODE’S REASONABLE DEFENSE COSTS RESULTING FROM OR OTHERWISE ARISING OUT OF ANY THIRD-PARTY CLAIM THAT RELATES IN ANY MANNER TO YOUR USE, MISUSE OR INABILITY TO USE THE LICENSED SOFTWARE.

7.2 If you are prohibited by applicable law from being able to agree to and/or otherwise provide the indemnification obligation above, then you hereby irrevocably assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation above.

8. Data Collection

8.1 You hereby acknowledge and agree that the Licensed Software may include computer code that is designed and intended to establish Internet connections that may (i) determine whether any new Upgrade of the Licensed Software is then-currently available for you to download; (ii) confirm and/or otherwise validate any so-called “license keys” or other such identifiable code module(s) designed and intended to prevent or avert any unauthorized access and/or use of the Licensed Software and/or any Upgrade; and (iii) provide Cognitive Code with anonymized data (i.e., data that is not personally identifiable as having been submitted by you) regarding your use of the Licensed Software and/or any Upgrade.

8.2 Cognitive Code’s collection, retention, use and distribution of any and all information and related data of or concerning your use of the Licensed Software and/or any applicable Upgrade that may be developed by Cognitive Code, at its sole discretion, is and shall be subject to Cognitive Code’s Privacy Policy (which is available at https://www.cognitivecode.com/privacy-policy).

9. Term and Termination

9.1 This Agreement shall take effect and be a legally binding agreement between you and Cognitive Code as of (i) the date on which you click on the “Accept” button (indicating your express acceptance of all of the terms and conditions of this Agreement), or (ii) the date on which you elect to download and/or first use the Licensed Software, whichever occurs first, and, unless and until terminated by either of the parties in accordance with the termination provisions set forth in this Section 9, will remain in effect for so long as you continue to comply with all of the terms and conditions applicable to the Licensed Software and/or any Upgrade(s) thereto.

9.2 Termination for Breach. This Agreement will terminate automatically in the event that you are in breach or default of any material provision of this Agreement (including, without limitation, any breach of the provisions of Section 1.2), without any further notice or action being required of Cognitive Code.

9.3 Termination for Patent Action. This Agreement will terminate automatically, effective as of the date on which you initiate a claim, or otherwise provide support for any third-party claim, wherein it is alleged that the Licensed Software infringes any patent or any other intellectual property or proprietary right of any third party.

9.4 Termination by You. You may elect, at your sole discretion, to terminate this Agreement at any time by deleting any and all copies of the Licensed Software that are the subject of this Agreement (and specifically including all parts, portions, and derivatives thereof, if any) that are then in your custody or otherwise under your control (as of the effective date of termination).

9.4 Effect of Termination. Upon the termination of this Agreement for any reason, (i) all of the licenses and related rights granted to you hereunder will automatically terminate, without any further action being required of Cognitive Code, (ii) you shall no longer be authorized to exercise any of the licenses or related rights granted to you pursuant to this Agreement, (iii) you must immediately cease using the Licensed Software and/or the Cognitive Code Trademarks, and (iv) you must promptly delete and thereby destroy all copies of the Licensed Software in your custody and/or otherwise under your control (as of the effective date of termination).

9.5 Surviving Provisions. Notwithstanding the termination of this Agreement, the parties’ rights and obligations under Sections 1.2(d), 1.3, 2, 4, 5, 6, 7, 8, 9.4, 9.5, 10, 11, 12, 13 and 14 shall survive termination and remain in full force and effect.

10. Governing Law

10.1 Irrespective of the place of formation or performance, this Agreement shall be governed, construed and enforced in accordance with the laws of the State of New Jersey, excluding that body of law related to choice of laws, and of the United States of America. Any action or proceeding brought to enforce the terms of this Agreement or adjudicate any dispute arising out of this Agreement shall be brought in the County of Los Angeles, State of New Jersey (if under State law) or the Western Division of the Central District of Jersey (if under Federal law). Each of the parties hereby submits itself to the exclusive jurisdiction and venue of such courts for purposes of any such action. Notwithstanding the foregoing, either party may obtain injunctive or other equitable relief regarding the other party’s breach or threatened breach of any material provision of this Agreement in any county, state or country in which such breach or alleged breach occurs. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods is not and shall not be applicable to the subject matter of this Agreement.

10.2 Any claim and/or cause of action that may be initiated by you that directly relates to this Agreement or that otherwise relates to the subject matter of this Agreement, including, without limitation, any breach of contract claim or tort claim (including, without limitation, any negligence claim or strict product liability claim) must be commenced by the filing of formal legal proceedings with any court of competent jurisdiction within one (1) year from the date upon which the initial event giving rise to such claim and/or cause of action first occurred. Your failure to timely commence a legal proceeding regarding any such claim and/or cause of action shall result in and shall be deemed to constitute the automatic waiver, release and forfeiture of such claim and/or cause of action for all intents and purposes, without any further action being required of Cognitive Code.

10.3 In the event of any litigation or other proceeding regarding the resolution of any dispute between the parties arising out of this Agreement or otherwise relating to the Licensed Software or other subject matter of this Agreement, the prevailing party shall be entitled, in addition to any other rights and remedies available to it at law or in equity, to recover its costs incurred in connection with any such proceeding, including, without limitation, reasonable fees for attorneys, expert witnesses and court costs, and other out-of-pocket expenses incurred by such party in bringing or defending such action. For purposes of this Section, the term “prevailing party” shall mean the party that is afforded the greater relief (whether affirmatively or by means of a successful defense) with respect to the claim(s) having the greatest value or importance as determined by the court, taking into consideration all of the claims, counterclaims, and defenses asserted under this Agreement.

11. Class Action Waiver

11.1 TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU HEREBY IRREVOCABLY COVENANT AND AGREE THAT YOU SHALL NOT INITIATE ANY CLAIM OR CLAIMS AGAINST COGNITIVE CODE AS A GROUP PLAINTIFF OR AS A CLASS MEMBER IN ANY PURPORTED CLASS OR representative action, private attorney general action, or collective arbitration PROCEEDING THAT IS related IN ANY MANNER to the Licensed Software or OTHERWISE IN CONNECTION with this Agreement, EVEN IF THE RULES OR PROCEDURES OF ANY COURT OF COMPETENT JURISDICTION OR ALTERNATIVE DISPUTE RESOLUTION FORUM WOULD OTHERWISE ALLOW SUCH ACTION. THE APPLICABLE COURT OR ALTERNATIVE DISPUTE RESOLUTION FORUM MAY ONLY AWARD RELIEF TO AN INDIVIDUAL PARTY SEEKING RELIEF, AND SUCH RELIEF SHALL BE BASED SOLELY ON THE MERITS OF THAT PARTY’S INDIVIDUAL CLAIM. Unless you and Cognitive Code expressly consent and/or OTHERWISE agree in writing, no judge, mediator or arbitrator shall be entitled to consolidate your claims with any other person’s claims or otherwise preside over any form of representative or class action proceeding THAT INCLUDES YOU AS A PLAINTIFF OR MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION AND COGNITIVE CODE AS A DEFENDANT.

12. U.S. Government End User Licensees

12.1 The Licensed Software and related documentation are “Commercial Items,” as that term is defined in the Federal Acquisition Regulation (48 C.F.R. §2.101), consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 and 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (i) only as Commercial Items, and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions set forth in this Agreement.

12.2 The provisions of Section 12.1, above, are expressly in lieu of and hereby supersede in their entirety any other provisions or requirements that directly relate to any U.S. Government end user licensees’ rights in and relating to the licensing and/or acquisition of any “computer software” and/or “software documentation” materials.

13. U.S. Export Restrictions

13.1 You acknowledge and agree that portions of the Licensed Software (e.g., the design, structure and underlying source code) and related documentation materials are confidential and comprise or contain trade secrets of Cognitive Code and/or its third-party licensors (as applicable). You further agree that you will comply with all applicable export laws and regulations, including, without limitation, the U.S. Department of Commerce’s Export Administration Regulations, to ensure that neither the Licensed Software nor any technical data related thereto, nor any direct product based thereon or otherwise derived from any of the foregoing, are used for any prohibited purpose or are exported, re-exported, released, transferred or retransferred, directly or indirectly, in violation of any such laws or regulations. You hereby represent and warrant that you are not included on any published list of prohibited or restricted individuals and/or companies (such as, by way of example, the United States’ Specially Designated Nationals And Blocked Persons List).

14. Miscellaneous

14.1 Independent Contractors. Nothing contained herein shall in any way constitute any association, partnership or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Each of the parties shall be operating as independent contractors in fulfilling their respective obligations hereunder. Neither party shall have the right, power or authority to make any representation or warranty (whether express or implied), or to assume or create any obligation on behalf of the other party, or to bind the other party in any manner whatsoever.

14.2 No Assignment; No Sublicensing. You are not authorized to assign or otherwise transfer this Agreement (in whole or in part) or to assign, transfer or sublicense any of your rights hereunder, nor to subcontract or otherwise delegate any of your obligations under this Agreement, to any third party without the prior written consent of Cognitive Code, which consent may be granted or be withheld at our sole discretion. Any attempted or purported assignment, transfer, sublicense, subcontract or delegation without Cognitive Code’s required consent shall be null and void and a material breach of this Agreement. Subject to the foregoing, this Agreement shall inure to the benefit of the parties, and their respective successors and permitted assigns. For the avoidance of doubt, if you are an employee of a legal entity that has accepted this Agreement and agreed to be bound by all of the terms and conditions set forth herein, you are not authorized to assign or otherwise transfer this Agreement or any of the rights that have been expressly granted to your employer unless Cognitive Code specifically grants its prior written consent for any proposed assignment or transfer.

14.3 Remedies. Unless expressly set forth to the contrary herein, either party’s election of any remedies provided for in this Agreement shall not be exclusive of any other remedies available hereunder or otherwise at law or in equity, and all such remedies shall be deemed to be cumulative. You hereby acknowledge that there would be no adequate remedy at law for your breach or default of any of the material provisions of this Agreement, including, without limitation, your failure to cease using the Licensed Software and/or the Cognitive Code Trademarks following the termination of this Agreement for any reason pursuant to the provisions of Section 9, above, and you agree that Cognitive Code shall be entitled to immediate injunctive relief with respect to any such breach or threatened breach by way of temporary or permanent injunction (without the obligation to prove any actual damages or to post any bond or other form of surety) and such other and further equitable relief as any court of competent jurisdiction may deem just and proper. Such relief shall be in addition to, and not in substitution of, any other remedies available to Cognitive Code pursuant to this Agreement or otherwise at law or in equity.

14.4 Waivers. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. Any waiver by either party of any provision of this Agreement shall not be construed as a waiver of any other provision of this Agreement, nor shall such waiver operate as or be construed as a waiver of such provision respecting any future event or circumstance.

14.5 Modification. Cognitive Code may amend and/or otherwise modify the terms and conditions of this Agreement (including the terms and conditions of any related policies, codes of conduct or other such documents and agreements that may be adopted by Cognitive Code that are in any manner applicable to the Licensed Software and/or the Cognitive Code Trademarks), in its sole discretion, at any time and from time to time. Such amendments or modifications may be made and shall become effective by notifying you through email or other communications (e.g., posting on our corporate website, etc.), by means of digital access when you sign-in to any applicable account, and/or when you choose to download, install and/or otherwise use any new Upgrade. Please be advised that you are not required to accept the amended terms or conditions of this Agreement that may be adopted by Cognitive Code; provided, however, if you do not indicate your acceptance and agreement with any amendments to the terms and conditions amended of this Agreement, you will not be authorized to download, install and/or otherwise use any new Upgrade and your authorization to continue to use the Licensed Software may be terminated by Cognitive Code, at its sole discretion. Your continued use of the Licensed Software, and/or your downloading of any new Upgrade, will signify your acceptance of any applicable amendments and your agreement to be bound by the most recent version of this Agreement, as amended. In the event that you do not accept the amendments or other modifications to this Agreement that may be adopted by Cognitive Code, then your sole remedy is and shall be to not download or use any applicable Upgrade, to cease using the Licensed Software, and to cease logging-in to any applicable account that you elect to establish with Cognitive Code in order to obtain access to the Licensed Software and/or any Upgrade(s) that Cognitive Code may elect to release, at its sole discretion. If you are a legal entity that is entering into this Agreement with Cognitive Code, please be advised that if any of your employees indicates his or her acceptance of the terms and conditions of any modified version of this Agreement, then such acceptance shall also be binding upon such entity.

14.6 Severability. In the event that any provision of this Agreement (or part thereof) is determined by a court of competent jurisdiction to be void, invalid or otherwise unenforceable, such provision (or part thereof) shall be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, while the remainder of this Agreement shall continue in full force and remain in effect according to its stated terms and conditions.

14.7 Integration. This Agreement, together with Cognitive Code’s Privacy Policy and Terms of Use, constitutes the entire understanding and agreement of the parties relating to the subject matter of this Agreement, and supersedes all prior and contemporaneous communications, correspondence, understandings and agreements between the parties, both oral and written, regarding such subject matter. Any terms or conditions contained in any purchase order or other ordering document that add to, delete from, and/or are otherwise inconsistent with any of the terms and conditions of this Agreement are and shall be of no force or effect and shall not be binding on the parties in any manner or to any extent.

14.8 Headings. The headings of the Sections and subsections of this Agreement are for convenience of reference only and shall not be of any effect in construing the meanings of any Section or provision of this Agreement.

14.9 Construction. This Agreement shall be fairly interpreted in accordance with its stated terms and conditions, and without any strict construction in favor of or against either party.

14.10 Applicable Laws and Legal Processes. Cognitive Code’s obligations pursuant to this Agreement and undertakings in furtherance thereof are and shall be subject to applicable laws and legal processes. Nothing contained in this Agreement shall limit or otherwise restrict Cognitive Code’s right to comply with any court, governmental, administrative, regulatory and/or law enforcement inquiries, requests, directives and/or requirements relating to your use of the Licensed Software or that otherwise relate in any manner to this Agreement.

Any rights not expressly granted herein are reserved by Cognitive Code, Inc.

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