Standard Terms and Conditions
Part I: Website and User Account Usage
Please note : We've separated our Standard Terms and Conditions into two parts, to make reading easier for you. This first part is valid for website visitors and registered users. Part 2 contains additional provisions for our online shop, i.e. sales, shipping, warranties etc.
In order to provide a quick overview, we compiled a short abstract, summarizing the most important points using informal language: As a User of this website and its services, you are obliged to (a) behave nicely according to a commonly accepted code of conduct, (b) to carefully keep your account password a secrect, (c) not to abuse our technical infrastructure and (d) to use any licensed software downloads exclusively for youself and to not give it away to others, so nobody will get the opportunity to fraudulently use your personal serial number(s).
Cognitone is commited to respect and protect your privacy according to current laws and commonly established standards. Like every company dealing with consumers, Cognitone is bound by a large number of statutory provisions by law, which are too many to be listed here (most of which are usually in favor of the customer/User).
These Standard Terms and Conditions cover the legal relationship between you as an individual or as a legal representative of a business ("You") and Cognitone GmbH, 22159 Hamburg, Germany ("Cognitone" or "We") relating to our online service, including (but not limited to) the website, newsgroups, forum, mail lists, software download service, including all contents and information contained therein or directly made available through it ("Service").
Please read this agreement carefully. By fulfilling the conditions of paragraph 1 below, You will become a party to the contract and be bound by these standard terms and conditions.
By using the Service, You expressly agree to these Standard Terms and Conditions. This contract especially becomes effective upon submission of the online registration form for creating a new user account.
2. Duration and Termination
These Standard Terms and Conditions remain legally binding until You terminate your account by sending an email to the address shown below (an informal message is sufficient) and not using the service any more. The termination is effective after Cognitone confirmed your request via email and suspended your account. You are free to request a termination at any time. However, by using the service once more, these Standard Terms and Conditions come in to effect again.
Any existing software license agreements between You and Cognitone remain in force independent from these Standard Terms and Conditions.
Cognitone reserves the right to deny further access to the service and to take other measures Cognitone might consider appropriate, if Cognitone, in its own estimation, is of the view that You have violated a provision of these Standard Terms and Conditions.
Using the online service is free of charge.
4. Personalization and Security
Prior to delivery via download or physical shipping, our software is tagged with a watermark ("Signature") referring to the original licensee. By means of this Signature, You are enabled to prove your legal ownership of the associated software license at any time.
You are obliged to protect your login password and all downloaded software files with reasonable diligence from being accessed and misused by others. This means: The account password and downloaded software (in part or as a whole) must not be deposited at publicly accessible places or be made available to a third party, either directly or indirectly through negligence by passively giving others the opportunity to get hold of it.
Your user account and future access to the software and online service will be automatically locked, if unusual login attempts are detected or if your Signature is used by third parties or if it happens to appear on public networks. Cognitone reserves the right to take appropriate legal action against intentional copyright infringement and piracy to the maximum extent possible under law.
5. Code of Conduct
You may use the website for legal purposes only. You are not entitled to publish, or transmit via the website's services, any material that infringes or impinges upon the rights of any third party in any way, that is illegal, threatening, libelous or defamatory, that offends against the laws of privacy or publication, that contains anything that is vulgar, obscene, blasphemous or in any other way offensive, that encourages actions that infringe against the criminal law, that gives grounds for a claim for damages according to the civil law, or is contrary to any other valid law.
Member registration for the discussion forum (bulletin board) works independent from your user account. Additional terms of conduct may apply to the forum membership, which need to be confirmed at the time of registration.
You are expected to express any criticism concerning Cognitone GmbH, its employees or products fairly in an objective and constructive form. Cognitone welcomes criticism and suggestions, but reserves the right to remove any polemic, untrue, disparaging or intentionally harmful statements or to add explanatory comments, if appropriate.
You are not allowed to advertise or offer any commercial goods or services without our explicit prior permission.
6. Technical Infrastructure
Using or accessing the technical infrastructure (e.g. web server, submission forms, forum, newsgroups, mail lists, etc.) in ways other than designated for the intended purpose of the respective service, or by means of automated, high volume processes (e.g. robots, scripts, macros) of any kind, is prohibited. This holds true regardless whether there is any impact on server performance or a violation of the privacy of other users (e.g. spamming), or any intent to circumvent regular functionality and/or security measures of the service (hacking, cracking). Cognitone reserves the right to take legal action against any such attempts.
7 . Duty to Inform
(Applies to registered users only) You are obliged to inform Cognitone of any changes regarding your contact information (email and postal address), to enable Cognitone to contact you on special incidents. An informal notification sent to the email address shown below is sufficient. For security reasons, accounts with an invalid email address will be suspended within seven days.
8 . Modification
Cognitone reserves the right to change the range of services offered and the present Standard Terms and Conditions in its discretion at any time. Registered users will be informed of any changes by email addressed to the email address provided by the User. Should You disagree with any changes, you have the right to terminate your account as described in (2).
9 . Disclaimer of Warranties and Liability
YOU AGREE THAT THE USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK AND THAT SUCH SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COGNITONE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Some jurisdictions do not allow the exclusion of implied warranties, so some the above conditions may not apply to you.
Cognitone makes no warranty that the service will meet your requirements, or that the service will be timely, secure, or error free; nor does Cognitone make any warranty as to the results that may be obtained from the use of the service or as to the accuracy or reliability of any information obtained.
It is your own responsibility to check the accuracy, integrity or usefulness of any opinions, advice, information or other contents made available on the website, or via other users. Cognitone will not be held responsible for any losses or damages that result from you relying on any information found on the website; exceptions to this can only be made in the context of applicable consumer protection laws.
While Cognitone will go to great efforts to accom-modate our customers, mechanical or human error may occur. Thus, COGNITONE AND ITS EMPLOYEES WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR COMPENSATORY DAMAGES ARISING FROM THE USE OF THE WEBSITE AND ITS SERVICES. EVEN IF COGNITONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY WITH COGNITONE WILL BE A COMPLETE REFUND OF ANY AND ALL FEES PAID TO COGNITONE FOR OUR SERVICES.
10 . Final provisions
This contract is governed under the law of the Federal Republic of Germany and any dispute shall be subject to the exclusive jurisdiction of the local courts. The place of performance is the place of business of Cognitone GmbH, DE-22159 Hamburg, Germany.
Any amendments or supplements to, and terminations of this contract must be made in writing (or by e-mail, expect for legally formative declarations).
This contract supersedes all oral agreements, if any. Should one or more of the individual provisions of this contract be or become invalid, this will have no effect on the validity of the remaining provisions. The invalid provision will be replaced by a regulation that matches as closely as possible the intended purpose of the invalid provision; the same applies in the case of an omission.
For all communication concerning these terms and conditions, please contact our customer support.
Part II: Sale Of Licenses And Goods
Please note : We've split our Standard Terms and Conditions into two parts, to make reading and comprehension easier for you. This Part II is dealing with visitors that want to submit an order in our online shop. Part I handles general issues regarding the use of this website.
1. General Provisions
This Part II amends our Standard Terms and Conditions, Part I. It covers the legal relationship between a customer (“Customer”) of the shop (“Shop”) and Cognitone GmbH (“Cognitone”) concerning the purchase of software licenses and the delivery of goods. This part only applies to visitors submitting orders in the shop on www.cognitone.com.
Both parts I and II together are the complete Standard Terms and Conditions of Cognitone GmbH. In case individual provisions should be incomplete or missing, the respective provisions of the first part apply.
All services, deliverables and offers provided by the Shop are subject to these Standard Terms and Conditions. Any amendments or supplements must be made in writing. Conditions proposed unilaterally by the Customer will not become part of the terms, even if Cognitone did not expressly contradict.
Legal requirements for the trade of digital software and content are different from those for physical goods. In particular, there is no statutory right to withdraw a purchase once the software was transferred to the a customer's computer. Therefore please carefully read these terms and conditions.
All published product presentations and prices are subject to change and are not binding. Cognitone reserves the right to change technical features within reasonable limits. Descriptions of products and goods are not guaranteed. When Cognitone updates its Internet pages, previous prices and product descriptions will become obsolete. Orders are based on prices valid at the time of their submission.
The respective software license and these terms are presented clearly visible to Customer during checkout. In order to be able submit the order, Customer is required to expressly confirm them. By clicking on the button „Submit Order“ (or equivalent), Customer places a binding order. The purchase agreement is effectively concluded upon receipt of the subsequent confirmation email sent to Customer.
As a prerequisite for purchasing a license, Customer is required to create a free user account (“Account”), which is used to permanently store the license and organize associated downloads. Cognitone grants licenses to individuals only. Customer is required to provide a correct name and address at the time of order submission, or alternatively during product authorization at the latest. Regarding the use of the Account, Part I of the Standard Terms And Conditions applies.
3. Payment, Maturity, Delay of Payment
Prices for products shipped physically to outside the EU (European Union) do not include VAT. For technical reasons, digitally distributed products (Downloads) are sold for the same price worldwide, VAT included only where necessary. Corporate customers owning a VAT ID in the EU may contact Cognitone before ordering.
The shop offers various methods of payment Customer can choose from. Cognitone reserves the right to exclude particular methods of payment in individual cases at its own discretion.
Costs for shipping and handling are charged separately. The total amount displayed when submitting an order is due net in full. In case of wire transfers, Customer bears the transfer fee charged by his/her local bank, while Cognitone pays the fees charged for reception by their own local bank („splitting“). Should a payment be canceled, withdrawn or become invalid (credit card, check, direct debit), Customer has to bear the additional costs incurred by the cancellation.
Should Customer not complete a payment with a period of 14 days, Cognitone may withdraw from the purchase and cancel the order.
4. Delivery Of Physical Goods
Goods are being shipped only after successful receipt of payment. Customer is notified by email as soon as the payment is complete. The delivery times listed on the website are rough estimations based on experience. Cognitone assumes no liability for them.
Shipments to outside the EU may be subject to duties, import taxes and fees for customs clearance, which are levied once a shipment reaches Customer‘s country. These costs must be borne by Customer. Cognitone has no control over these charges. Customs staff is entitled to open a package for verification. Customs policies vary widely from country to country. We recommend Customer to ask his/her local customs office for more information. Cognitone includes documents with appropriate declarations with the shipment in order to accelerate customs clearance where possible.
5. Delivery Of Downloads
After successful completion of the payment, delivery is accomplished in the form of a license key that is stored on Customer's Account. The license key legitimates for immediate download and installation of the purchased software product. Customer is notified via email, so he/she can originate the download (“Pickup”).
Speed and reliability of the download transmission depend on the bandwidth of Customer's Internet connection. As long as Customer possesses a legitimate license, he/she may retry or repeat a download at any time. Cognitone reserves the right to remove outdated downloads from the server after a certain grace period, when a product is no longer supported.
In case the product is authorized by means of software („Challenge/Response“), Customer must authorize the product for use on a particular hardware within 30 days after initial installation of the software. After expiration of that grace period, the software will no longer run unless the product authorization was completed. During the grace period, the installed product is fully functional, except a few bonus features, which will be unlocked after authorization.
In case the product is authorized by means of a smart key („iLok“), the license is delivered through a different channel than the associated physical goods. Cognitone deposits the license on www.ilok.com using the account name provided by Customer. Customer then downloads the license to his/her smart key from there, which effectively completes the delivery.
Further details are covered by the Software License Agreement (EULA) accompanied with the product.
7. Retention of Title
Delivered goods remain in the property of Cognitone until full receipt of payment. Customer is granted the right to use the software according to the accompanying software license agreement. The ownership of the software and all associated rights however, remain in the property of Cognitone. The license is only valid after full receipt of payment. Customer may not use the software prior to that.
8. Exclusion or Rescission
In case of continued delay or failure of payment, Cognitone is entitled to withdraw from the purchase, reclaim the goods, revoke the license and prohibit any further use of the software.
If Customer deliberately provides false information regarding his/her person or fraudulently assumes the identity of another person, the license becomes invalid. In such case, the license key would be locked on all servers and further use of the software is prohibited. Using the software without a valid license is a violation of copyright law and is prosecuted to the extent possible under law. Cognitone reserves the right to exclude individual subjects from receiving a license at its own discretion, if there are indications for potential fraud.
9. Cancellation, Withdrawal
The statutory right of consumers to withdraw from a purchase is not applicable for software products or downloadable digital content, if the software package has been opened or the digital goods have been transferred to a storage medium of the customer. Consumers (as opposed to businesses) may withdraw from a purchase within a period of 14 days and return the received goods and licenses for a refund of the purchase price only if the package was not opened and the software was not yet installed. Withdrawals be addressed in writing to Cognitone GmbH, Rahlstedter Weg 114, 22159 Hamburg, Germany. Customer bears the shipping costs for returning the goods. A license already transferred to a smart key is to be returned.
10. Customer Obligations
According to the software license agreement, Customer is responsible for keeping his/her password, the license key and the downloaded software confidential. He/she must not publish this information or hand it over to third parties, or deliberately tolerate that others get hold of it. Cognitone kindly asks Customer to update his/her email and street address in the Account profile whenever these happen to change. Customer‘s contact information should be updated at the time of the next login, at the latest. In addition, the terms of the Software License Agreement (EULA) and the Standard Terms And Conditions (Part I) apply.
12. Warranties And Liability
Cognitone warrants that the purchased license key will allow for the installation and regular use of the software on the designated hardware during the whole license period. If, for whatever technical or other reason, Cognitone happens to be no longer able to provide the authorization service, Customer will receive a replacement for the license key, or a software patch free of charge that restores the functionality of the software. Despite our best efforts, Cognitone can not guarantee the uninterrupted and permanent availability of its Internet services. Should the initial download of a product continue to fail, Customer may withdraw from the purchase and get the money back.
Cognitone assumes no liability of any kind for potential losses or damages which might possibly incur from the use the shop or a disruption of the Internet service, or by shipping delays. In no event will Cognitone's liability for any claim, whether in contract, tort or any other theory of liability, exceed the refund of the license fee already paid by Customer, if any. Cognitone does not guarantee the delivery times listed on the website, which are rough estimations based on experience only.
Please also regard the disclaimers of warranties which are part of the Software License Agreement (EULA) and the Standard Terms & Conditions, Part I.
13. Final Provisions
This contract is governed under the law of the Federal Republic of Germany and any dispute shall be subject to the exclusive jurisdiction of the local courts. UN trade law does not apply. The place of performance is the place of business of Cognitone GmbH, 22159 Hamburg, Germany.
Moreover, if any of the above terms should be unclear, incomplete or missing, the provisions of the Standard Terms & Conditions (Part I) apply.
For all questions regarding these terms and conditions, please contact our office via the contact page.