Terms & Conditions

THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between Matthew Kendall, a self-employed service provider organized under the laws of Catalonia, Spain (“Cognitive Copy”) and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of Cognitive Copy’s website: https://www.cognitivecopy.com/ (the “Website”) and any other media form, channel, mobile website or mobile application related, linked or otherwise connected thereto.

Failure to agree and adhere to all of the terms, conditions and obligations contained herein results in the express prohibition of the Client’s use of the Website, and the Client is ordered to discontinue use immediately. Thereafter, the relationship between Client and Cognitive Copy shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay Cognitive Copy for services rendered shall remain and continue to be an ongoing obligation owed by Client to Cognitive Copy.

1. Intellectual Property Rights

Unless otherwise indicated, the Website is the property of Cognitive Copy and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics of any nature and regardless of format (herein, collectively or individually, the “Content”) and the trademarks, service marks, and logos contained there (the “Marks”) are owned and controlled by Cognitive Copy and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of Spain, foreign jurisdictions and international conventions.

The Content and Marks are provided “As-Is” for your information and personal use only. Except as expressly provided herein, no part of the Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Cognitive Copy’s express prior written permission. Cognitive Copy reserves all rights in the Website, Content, and Marks.

2. Ownership of Materials

Notwithstanding Cognitive Copy’s ownership of Submissions, as described in section 5 (“Client Feedback”), all written works and original source files created on Client’s behalf (“Projects”) belong to Client, and Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause Cognitive Copy to become the owner of a Project, in whole or in part, rather than Client, Cognitive Copy irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation.

Client warrants that any and all materials provided to Cognitive Copy as examples or as material to be incorporated into a project during the writing process are owned by Client and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity. Cognitive Copy always reserves the right to share the written works produced for the Client publicly (social media, website, etc.) unless agreed upon as stated in section 18 of this document.

3. User Representations

By using the Website, Client represents and warrants that:

Client has the legal capacity and agrees to comply with these Terms of Use
Client is not a minor in the jurisdiction of their domicile
Client will not access the Website through automated or non-human means
Client will not use the Website for any illegal or unauthorized purpose
Client’s use of the Website will not violate any applicable law or regulation.

4. Prohibited Activities

Client shall not access or use the Website for any purpose other than that for which the Website is made available to the Client. The Website may not be used in connection with any commercial endeavors except those related to the work performed by Cognitive Copy on behalf of the Client.

Further, Client agrees to refrain from the following:

Make any unauthorized use of the Website
Retrieve data or content for the purposes of creating or compiling a database or directory
Circumvent, disable, or otherwise interfere with security-related features on the Website
Engage in unauthorized framing or linking of the Website
Trick, defraud or mislead Cognitive Copy or other users
Interfere with, disrupt or create an undue burden on the Website or Cognitive Copy’s networks or servers
Use the Website in an effort to compete with Cognitive Copy
Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website
Bypass any measures on the Website designed to prevent or restrict access to the Website or any portion thereof
Harass, annoy, intimidate or threaten any of Cognitive Copy’s employees, independent contractors or agents providing services through the Website
Delete the copyright or other rights notice from any Content
Copy or adapt the Website’s software
Upload or transmit, or attempt to do so, viruses, Trojan horses, or other material, including anything that interferes with any party’s use of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations or maintenance of the Website
Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism
Disparage, tarnish or otherwise harm Cognitive Copy
Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.

5. Client Feedback

Client acknowledges and agrees that any questions, comments, suggestions or other feedback or submission (each a “Submission”) shall be the sole property of Cognitive Copy, and Cognitive Copy is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission.

Cognitive Copy shall be the sole and exclusive owner of all rights related to the Submission except to the extent that rights are granted to Client under Paragraph 2 (“Ownership of Materials”) and shall at its sole and unrestricted discretion use and disseminate a Submission for any lawful purpose without permission, acknowledgment or compensation of or to the Client.

Client agrees that it has the right to articulate and put forth the Submission, and Client hereby waives all claims and recourse against Cognitive Copy for its use of the Submission in accordance with the terms hereof and at its sole discretion hereafter.

6. Management and Oversight

Cognitive Copy reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action in response to a violation of the Terms of Use or any applicable law, statute or regulation.

Cognitive Copy further reserves the right to restrict or deny access to the Website or disable the Client’s use of the Website. Such decision shall be in the sole discretion of Cognitive Copy, without notice or liability to Client. All decisions regarding the management of the Website shall be at the sole discretion of Cognitive Copy and shall be designed to protect Cognitive Copy’s rights and property.

7. Privacy Policy

By using the Website, Client agrees to be bound and abide by the Privacy Policy and the terms more particularly set forth therein and adopted and incorporated herein. The Website is hosted in the United States of America. Access to the Website from the EU, Asia, or other regions of the world may result in the applicability of laws, statutes or regulations differing from those of the United States, which govern personal data collection, use or disclosure.

Client’s continued use of the Website and transfer of data to the United States constitutes express consent of Client to the transfer and processing of data in the United States.

Cognitive Copy does not knowingly accept or solicit information from individuals under the age of 18. In accordance with the United States Children’s Online Privacy Protection Act, upon the receipt of actual knowledge that an individual under the age of 13 has provided personally identifiable information to Cognitive Copy without parental consent, Cognitive Copy shall delete that information as soon as reasonably practical.

Cognitive Copy’s full privacy policy can be viewed at https://www.cognitivecopy.com/privacy

8. Returns and Refunds

Cognitive Copy reserves the right to deny refunds based on its own self-discretion and without notice or liability to the Client. Refund requests are assessed on a case-by-case basis. Should the Client request a refund during the first month of use, all materials produced by Cognitive Copy are owned by Cognitive Copy and are prohibited from being used by the Client in any way.

If a refund is deemed to be appropriate, a 25% fee will be assigned to the remaining billable period.

Cognitive Copy reserves the right to take appropriate legal actions against Client for breach of this paragraph.

9. Modification

Cognitive Copy reserves the right to change, alter, modify, amend or remove anything or any content on the Website for any reason at its sole discretion. Cognitive Copy reserves the right to modify or discontinue all or part of the Website without notice and without liability to the Client.

10. Connection Interruptions

Cognitive Copy does not guarantee or warrant that the Website will be available and accessible at all times. Issues with hardware, software, or other items may result in interruptions, delays, or errors beyond Cognitive Copy’s control. Client agrees that Cognitive Copy shall not be liable to Client for any loss, damage or inconvenience caused by Client’s inability to access or use the Website during any interruption in the connection or service.

11. Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws of Catalonia, Spain, without regard to conflict of law principles.

12. Litigation

Any legal action of whatever nature shall be brought in the courts of Catalonia, Spain. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction.

13. Disclaimer

The Website is provided on an as-is, as-available basis. Client agrees that the use of the Website and Services is at Client’s sole risk. Cognitive Copy disclaims all warranties, express or implied, in connection with the Website and Client’s use thereof, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Cognitive Copy makes no warranties or representations about the accuracy or completeness of the Website or any content thereon, or content of any websites linked to the Website, and Cognitive Copy assumes no liability for any errors, mistakes or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of Cognitive Copy’s secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Website by any third party and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted or otherwise made available through the Website. Cognitive Copy does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party either through the Website, a hyperlinked website or any website or mobile application featured in any advertising.

14. Limitations of Liability and Indemnification

Cognitive Copy and its directors, employees, members, independent contractors or agents shall not be liable to Client or any third party for any direct, indirect, consequential, incidental, special or punitive damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures or other damages or losses arising from Client’s use of the Website.

Client agrees to defend, indemnify and hold harmless Cognitive Copy and its subsidiaries, affiliates and all respective officers, members, agents, partners, employees and independent contractors from and against any loss, damage, liability, claim or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Website; (2) breach of these Terms of Use; (3) any breach of Client’s representations and warranties set forth herein; (4) Client’s violation of the rights of any third party, including but not limited to intellectual property rights.

Notwithstanding the foregoing, Cognitive Copy reserves the right, at Client’s expense, to assume control and defense of any matter for which Client shall be required to indemnify Cognitive Copy hereunder. Client agrees to cooperate with the defense of such claims.

15. User Data

Client is solely responsible for all data transmitted to, or that relates to, any activity Client has undertaken using the Website. Cognitive Copy shall have no liability to Client for any loss or corruption of any such data, and Client hereby waives any right of action against Cognitive Copy for any such loss or corruption.

16. Electronic communications, transactions and signatures

Client hereby consents to receive electronic communications from Cognitive Copy, and Client agrees that all agreements, notices, disclosures, and other communications sent via email or through the Website satisfy any legal requirement that such communication be in writing.

Client hereby agrees to the use of electronic signatures, contracts, orders and other records and to the electronic delivery of notices, policies, and records of transactions initiated or completed by Cognitive Copy or through the Website.

Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.

17. Showcasing Written Works

Cognitive Copy reserves the right to share written works on digital channels, including social media, websites, etc., unless otherwise agreed upon. The Client reserves the right to issue an NDA between themselves and Cognitive Copy, which in turn would void the right of Cognitive Copy to share or discuss the Client's work publicly.

18. Miscellaneous

These Terms of Use and any policies posted on the Website or regarding the Website constitute the entire agreement and understanding between the Client and Cognitive Copy. Failure of Cognitive Copy to enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. If any provision or part of these Terms of Use is determined to be unlawful, void or unenforceable, that provision shall be severed from these Terms of Use but shall not otherwise affect the validity or unenforceability of the remaining provisions herein. Nothing in these Terms of Use, the Privacy Policy or on the Website shall be construed to constitute the forming of a joint venture, partnership, employment or agency relationship between Client and Cognitive Copy.

19. Contact Information

For any questions or complaints regarding the Website, please contact Cognitive Copy at info@cognitivecopy.com.