Last Revised: April 19, 2012
This Website (“Website”) is operated by Cogitate Inc. Throughout the Website, the
terms “Cogitate,” “we,” “us” and “our” refer to Cogitate Inc. and its subsidiaries
and affiliates. Your use of our Website is conditioned on you accepting these Website
THIS WEBSITE OR INSTALLING AND USING THE PRO FUND ACCOUNTING SOFTWARE
Website. If you are a current customer, we will provide you with notification by
electronic mail (“E-mail”) to the E-mail address(es) in your customer settings prior
to the revision becoming effective.
and do not alter in any way the End User License Agreement (“EULA”) or any other
Websites operated by Cogitate.
1. HOW TO CONTACT US. Please address
any technical questions or comments about this Website by contacting us using one
of the methods indicated below. If you have any questions or comments about these
Emailing us at: firstname.lastname@example.org; (2) Calling us at: 1-866-634-9991;
or (3) Writing us at: Cogitate Inc., Attn: Legal, P. O. Box 980685,
Ypsilanti, Michigan 48198. You may not use contact information provided on the Website
for unauthorized purposes, including solicitations and marketing.
You may not use contact information provided on the Website for unauthorized purposes,
including solicitations and marketing.
2. ADDITIONAL POLICIES. Please review
the additional terms and policies listed below, which may also govern your relationship
Cogitate Privacy Statement
3. USE OF MATERIALS ON THIS WEBSITE AND INTELLECTUAL
PROPERTY RIGHTS. The phrase Pro Fund Accounting, Cogitate, and the products
and services described in this Website are either registered or unregistered trademarks,
trade names, or service marks, trade dress, or copyrighted material of Cogitate
and its licensors, or are the property of their respective owners. These marks and
copyrights may not be copied, imitated, or used, in whole or in part, without the
express prior written permission of Cogitate or their respective owners, and then
only with the proper acknowledgments.
In addition, page headers, custom graphics, button icons, and scripts may be service
marks, trademarks, or trade dress of Cogitate, and may not be copied, imitated,
or used, in whole or in part, without our prior written permission. Nothing on this
Website shall be construed as granting, by implication, estoppel, or otherwise,
any license or right to use any trademark, logo or service mark displayed on the
Website without the owner’s prior written permission, except as otherwise described
You may access, copy, download, and print the material contained on this Website
for your personal and non-commercial use, provided you do not modify or delete (including
through selectively copying or printing material) any copyright, trademark, or other
proprietary notice that appears on the material. Any other use of content on this
Website, including but not limited to the modification, distribution, transmission,
performance, broadcast, publication, uploading, licensing, reverse engineering,
transfer or sale of, or the creation of derivative works from, any material, information,
software, products or services obtained from the Website, or use of the Website
is expressly prohibited.
Cogitate reserves all rights not expressly granted in and to the Website and
its content. This Website and all of its content, including but not limited to text,
design, graphics, interfaces and code, and the selection and arrangement thereof,
is protected as a compilation under the copyright laws of the United States.
The material on this Website is provided to you under a limited license that is
revocable at any time, and we reserve the right, without notice and in our sole
discretion, to terminate your license to use this Website and to block or prevent
future access to and use of this Website, subject to the EULA.
4. SUBMISSIONS AND POSTINGS. To the
extent that we allow submissions on our Website, you acknowledge that you are responsible
for any material you may submit via the Website, including the copyright, legality,
reliability, appropriateness, and originality of any such material.
You represent and warrant (and Cogitate expressly relies on your warranty) that
you (i) own or otherwise control all the rights to the content you post or that
such items are known to you to be in the public domain; (ii) that the content is
accurate; (iii) that use of the content you supply does not violate any provision
herein and will not cause injury to any person or entity; (iv) that the content
is not defamatory or otherwise trade libelous; (v) does not violate any law, statute,
ordinance or regulation; and (vi) that you will indemnify Cogitate harmless for all claims
resulting from content you supply, including arising from an action alleging infringement
of copyright or other proprietary rights in such work.
We undertake no duty to determine the validity of any claim of copyright or trademark
infringement. Upon receiving written notice to Cogitate that any item posted on
this Website is believed to infringe a copyright or other proprietary right, we
will remove said work. We make no warranty as to the currency, operability, or fitness
for any particular purpose of any information posted to this Website, and we will
assume no liability for any losses or damages alleged to arise from use of or reliance
on such information.
If you do submit material, you grant Cogitate and its affiliates an unrestricted,
nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right
to use, reproduce, modify, adapt, publish, translate, create derivative works from,
distribute and display such material throughout the world in any media. You further
agree that Cogitate is free to use without limitation and without any compensation
to you any ideas, concepts, or know-how that you or individuals acting on your behalf
provide to Cogitate. You grant us the right to use the name you submit in connection
with such material. Cogitate retains any and all rights granted in these Terms of
Use in and to any user submitted content or materials after termination.
We are under no obligation to post, forward, transmit, distribute or otherwise provide
any material available on this Website, including material you provide to us. We
have an absolute right to remove any material from the Website in our sole discretion
at any time.
5. CONDUCT ON THE WEBSITE.
5.3 Restricted Activities. In connection with your
use of our Website, the Cogitate Services, or in the course of your
interactions with us, you will not:
Agreement, or any other agreement or policy that you have agreed to with
any law, statute, ordinance, or regulation (for example, those governing protected
Cogitate’s or any third party’s copyright, patent, trademark, trade secret or other
intellectual property rights, or rights of publicity or privacy, including but not
limited to using Cogitate’s name or trademarks and service marks of Cogitate as
meta tags, or any other “hidden text” techniques or technologies without our express
prior written permission or otherwise act inconsistent with Section 3 of these Terms
in a manner that is defamatory, trade libelous, threatening or harassing;
false, inaccurate or misleading information;
any action that imposes an unreasonable or disproportionately large load on our
infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming
routines that may damage, detrimentally interfere with, surreptitiously intercept
or expropriate any system, data or information; use an anonymizing proxy; use any
robot, spider, other automatic device, or manual process to monitor or copy our
Website without our prior written permission; or use any device, software or routine
to interfere or attempt to interfere with our Website or the Cogitate Services;
use any device or other means to harvest information about other users;
any action that may cause us to lose any of the services from our Internet service
providers, payment processors, or other suppliers; or
frames or framing techniques to enclose any portion of this Website without express
prior written consent of Cogitate.
5.4 Prohibited Content. You hereby agree to not upload,
distribute, or otherwise publish through this Website any content that (i) is unlawful,
libelous, defamatory, obscene, pornographic, harassing, threatening, invasive of
privacy or publicity rights, fraudulent, defamatory, abusive, inflammatory, or otherwise
objectionable; (ii) is confidential, proprietary, incorrect, infringing on intellectual
property rights; (iii) may constitute or encourage a criminal offense, violate the
rights of any party or otherwise give rise to liability or violate any law; or (iv)
may contain software viruses, chain letters, mass mailings, or any form of “spam.”
You may not use a false email address or other identifying information, impersonate
any person or entity or otherwise mislead as to the origin of any content.
6. HYPERLINKS AND THIRD PARTY WEBSITES.
This Website may contain links to other websites. These links are provided as a
convenience to you and as an additional avenue of access to the information contained
therein. We are not responsible for the content of those or any other websites or
any products or services that may be offered through those or any other websites
and do not endorse such content, goods or services.
We have no control over third party websites and make no claim or representation
regarding such websites. We accept no responsibility for, the quality, content,
nature, or reliability of any websites accessible by hyperlink from this Website,
or websites linking to this Website.
Different terms and conditions may apply to your use of any linked sites. Cogitate
is not responsible for any losses, damages or other liabilities incurred as a result
of your use of any linked sites. Visitors to such third party websites should refer
to such websites' respective privacy policies, and terms and conditions.
7. INFRINGEMENT NOTICE. We respect
the intellectual property rights of others and request that you do the same. If
you believe your copyright or the copyright of a person on whose behalf you are
authorized to act has been infringed, you may notify our legal department:
Attn: Legal - Infringement Claim
PO Box 980685
Ypsilanti, Michigan 48198
To be effective, your notification must be in writing, include your contact information,
and include: (a) signature of a person authorized to act; (b) identification of
the copyrighted work claimed to have been infringed; and (c) identification of the
material that is claimed to be infringing including references to the location of
the material on this Website.
9.1.1 YOUR USE OF THIS
WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”
BASIS. WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE WEBSITE
OR ANY FEATURE OR PART THEREOF AT ANY TIME, SUBJECT TO THE EULA.
9.1.2 COGITATE EXPRESSLY
DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE AND ANY WARRANTIES THAT MATERIALS ON THE WEBSITE ARE NON-INFRINGING, AS
WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING; THAT
ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT, SUBJECT TO THE
EULA, THE WEBSITE WILL BE SECURE; OR THAT INFORMATION ON THE WEBSITE WILL BE COMPLETE,
ACCURATE OR TIMELY.
9.1.3 IF YOU DOWNLOAD
ANY MATERIALS FROM THIS SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL
BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT
RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIALS.
9.1.4 NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COGITATE OR THROUGH OR FROM THE WEBSITE
SHALL CREATE ANY WARRANTY OF ANY KIND. COGITATE DOES NOT MAKE ANY WARRANTIES OR
REPRESENTATIONS REGARDING THE USE OF THE MATERIALS ON THIS WEBSITE IN TERMS OF THEIR
COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY
9.1.5 In certain jurisdictions,
the law may not permit the disclaimer of warranties, so the above disclaimer may
not apply to you.
9.2 Limitation of Liability.
9.2.1 YOU ACKNOWLEDGE
AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE WEBSITE. YOU ACKNOWLEDGE
AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE WEBSITE
MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE
AND AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK AND THAT THE WEBSITE
IS MADE AVAILABLE TO YOU AT NO CHARGE.
9.2.2 YOU ACKNOWLEDGE
AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER COGITATE
NOR ITS AFFILIATES, SUPPLIERS OR THIRD PARTY CONTENT PROVIDERS WILL BE LIABLE FOR
ANY DIRECT, SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL
OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE WEBSITE, OR ANY OTHER
WEBSITE YOU ACCESS THROUGH A LINK FROM THIS WEBSITE OR FROM ANY ACTIONS WE TAKE
OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US, OR THE DELAY OR INABILITY
TO USE THE WEBSITE, OR FOR ANY INFORMATION, PRODUCTS OR SERVICES ADVERTISED IN OR
OBTAINED THROUGH THE WEBSITE, OR REMOVAL OR DELETION OF ANY MATERIALS SUBMITTED
OR POSTED ON THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF WEBSITE, WHETHER
BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF COGITATE, ITS AFFILIATES
OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. Some states
do not allow the exclusion or limitation of incidental or consequential damages
so the above limitation or exclusion may not apply to you.
9.2.3 THIS DISCLAIMER
APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF
PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION
OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE,
NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, OR THEFT, DESTRUCTION, UNAUTHORIZED
ACCESS TO, ALTERATION OF, LOSS OR USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE
OR INTANGIBLE LOSS.
10. INDEMNIFICATION. You agree to
indemnify, defend and hold harmless Cogitate and its affiliates and their officers,
directors, employees, contractors, agents, licensors, service providers, subcontractors
and suppliers from and against any and all losses, liabilities, expenses, damages
and costs, including reasonable attorneys’ fees and court costs, arising or resulting
a technical disruption of the Website, you agree to be responsible for any and all
losses, liabilities, expenses, damages, and costs, including reasonable attorneys’
fees and court costs, arising or resulting from that disruption. Cogitate reserves
the right, at its own expense, to assume exclusive defense and control of any matter
otherwise subject to indemnification by you and, in such case, you agree to cooperate
with Cogitate in the defense of such matter.
11. JURISDICTION AND APPLICABLE LAW.
The laws of the State of Michigan shall govern the construction and interpretation
or purchasing the Pro Fund Accounting software through this Website,
you acknowledge that you have read, understood, and agreed to be bound by these
laws and regulations.
purchase services on or through this Website. By using this Website, you irrevocably
agree that any controversy or claim arising out of or relating to your use of this
Website or any services provided hereunder shall be settled by the District Court
for the Eastern District based in Detroit Michigan; provided, however,
that to the extent that you have entered into the EULA or have otherwise used the
Pro Fund Accounting software and associated services, you understand and agree that you are subject to the binding arbitration provision set
forth in Section 13 of the EULA (Governing Law and Arbitration).
While we recognize that it is possible for you to obtain access to this Website
from any jurisdiction in the world, and we have no practical ability to prevent
such access, this Website has been designed to comply with the laws of the State
of Michigan of the United States. If any material on this Website, or your use of
the Website, is contrary to the laws of the place where you are when you access
it, the Website is not intended for you, and we ask you not to use the Website.
You are responsible for informing yourself of the laws of your jurisdiction and
complying with them.
12. SEVERABILITY. If any provision
13. WAIVER. No waiver by Cogitate