MASTER SUBSCRIPTION AND
Subscription and Services Agreement (the "Agreement") is a legally
binding agreement between CogniSure, Inc. and You on behalf of your company (the
"Customer"). Please read this Agreement carefully. If You register for
our Services or use the CogniSure AI Platform, You agree and represent that:
(a) You have read and understood this Agreement; (b) You are at least 18 years
old; (c) You can form a legally binding contract; (d) You are authorized to
bind your company; and (e) You accept the terms contained in this Agreement,
including the binding and mandatory arbitration provision. If You do not
accept the terms contained in this Agreement and our
, You must not
register for our Services or use the CogniSure AI Platform.
Furthermore, our Services
and the CogniSure AI Platform are only available for use and access in the United
States. Our Services and the CogniSure AI Platform are not available for use
by residents of, visitors to, or your employees who reside in the European
Union (collectively, a "European"). If You are a European, please do
not register for or use our Services or the CogniSure AI Platform. If You are
a resident of the United States, You must comply with the terms of this Agreement
registering for an account, You are agreeing to be bound by all the terms in
this Agreement and our
This Master Subscription
and Services Agreement (this "Agreement") is made and entered
into as of today (the "Effective Date")
between CogniSure, Inc. (the "Company" or "CogniSure"), Inc.,
an Illinois Corporation having a principal place of business at 4320 Winfield
Rd, Suite 200, Warrenville, Illinois, and You (the "Customer"). Company
and Customer are collectively referred to herein as the "Parties" and
individually as a "Party".
WHEREAS, Company and
its Affiliates have a cohesive, integrated suite of software called CogniSure
AI Platform that converts data from unstructured documents in PDF, Excel, Word,
scanned documents, and other similar documents into structured format and analyzes
such data as described in more detail in Schedule 3.
wishes to subscribe to CogniSure AI Platform, delivered as a service, and may
also acquire professional services from Company as set out in a Statement of
Work ("SOW"); and
WHEREAS, Company is
willing to make such software available and to provide such services under
these terms and conditions of this Agreement, which includes the Schedules and
any applicable future SOW.
NOW, THEREFORE, in
consideration of the mutual promises contained herein and other good and
valuable consideration, the Parties agree as follows:
Definitions and Interpretation
: For the purpose of
this Agreement, capitalized terms are defined in Schedule 1.
References to this Agreement include the Schedules and SOWs hereto; and
references to the SOWs include this Agreement and Schedules thereto.
otherwise indicated, all references in this Agreement to a SOW means the SOW
under which the applicable Services are provided.
Article and Section headings are for reference and convenience only and shall
not be considered in the interpretation of the Agreement.
In the event of a
conflict between the terms and conditions of this Agreement (inclusive of the
Exhibits) and the terms and conditions of a SOW, the terms and conditions of
this Agreement shall prevail, unless excluded or modified in accordance. In
the event of a conflict between the terms and conditions of this Agreement (exclusive
of the Exhibits) and the terms and conditions of an Exhibit, the terms and
conditions of this Agreement (exclusive of the Exhibits) shall prevail.
Agreement establishes the general terms and conditions applicable to Company's
provision, and Customer's use and access of, the Services contemplated by this
Both Customer and Company are responsible
for the performance, or non-performance, of their respective Affiliates of the
obligations under the Agreement
Agreement contemplates the future execution under this Agreement, pursuant to
the terms and conditions of this Agreement, by Customer and Company, of one or
more SOW for Services. Each SOW is effective when executed by an authorized
representative of Customer and an authorized representative of Company. The
terms of this Agreement shall be deemed to be incorporated into each SOW and
the terms and conditions set forth in this Agreement shall govern Company's
provision of Services under the Agreement, except for provisions in this Agreement
that are specifically excluded or modified in such SOW, which shall include a
reference to the applicable Section in this Agreement being excluded or
modified, as approved by an authorized representative of the Customer and an
authorized representative of the Company
as provided for under the terms of this Agreement or SOW, this Agreement is
non-exclusive and in no way limits or restricts Company's ability to provide
any services to any other customer, including services which are similar to the
Services provided herein.
The Services are set
out in the SOW # 1. From time to time, subsequent SOWs may be agreed in writing
by the Parties and will be in the form set out in the SOW # 1. Upon execution
by the Parties, each SOW will be incorporated into this Agreement.
of Subscription Services
: Company will make the Subscription Services available
to the Customer in accordance with this Agreement and the SOW. Customer may
access and use the Subscription Services in accordance with this Agreement.
Customer is solely responsible for the accuracy, quality and integrity of the
Customer Data that Customer provides to Company. Customer will ensure that its
employees, any third party service provider it engages and its employees,
agents and representatives comply with Customer's obligation under this
Agreement and Customer is responsible for their acts and omissions relating to
this Agreement as though they were Customer's own. Customer agrees to
indemnify, defend, and hold Company harmless from and against all third party
claims and liabilities relating to a breach of this obligation by Customer.
Customer will designate one of its employees to be the point of contact with
Company for the management and support of the Subscription Services, and who
will be responsible for establishing and managing Customer's use of the
: Company may suspend
Customer's right to use Subscription Services immediately upon notice to
Customer if Company determines that Customer's or its Users', use of the
Subscription Services (i) poses a security risk to the Subscription Services or
any third party, (ii) may adversely impact the Subscription Services, or the
networks or data of any other Company service provider, customer, or business
partner, (iii) does not comply with applicable laws or regulations, or (iv) may
subject Company or any other third party to liability. Company may terminate
the Agreement if Customer fails to rectify such use within thirty (30) days of
notification by Company.
Services shall be delivered in accordance with this Agreement, as defined in
. The Parties may enter into one or more SOWs that contains additional
terms and conditions applicable to the provision of Professional Services.
License by Company
: Subject to the
terms and conditions of this Agreement, Company hereby grants Customer a
non-exclusive, non-transferable, limited license, without right to sub-license,
for the Subscription Term to access and use the Subscription Services, solely
for Customer's internal business operations. Company reserves all other rights
not expressly granted in this Agreement.
License by Customer
: Subject to the
terms and conditions of this Agreement, Customer hereby grants Company a
non-exclusive, limited, royalty-free license, to use the Customer Material and
the Customer's logo as necessary for the Services provided herein. Customer reserves
all other rights not expressly granted in this Agreement.
Customer grants to Company a limited license to copy, transmit, store and
back-up or otherwise access, use, or make reference to any Intellectual
Property Rights in the Customer Data for the following purposes: (a) to supply
the Services including to enable the Customer, or Users to access and use the
Services; (b) for diagnostic purposes; (c) to test, enhance, and otherwise
modify the Services whether requested by the Customer or not; (d) to monitor
trends and/or create benchmarks to enhance Services; (e) to develop other
Services; and (f) as reasonably required for the performance of Company's
obligations under this Agreement. Notwithstanding anything to the contrary,
Customer agrees to grant to Company a
irrevocable, royalty-free license
to use its Customer
Data in a de-identified, aggregated, or anonymized form for the purposes of
monitoring trends, creating benchmarks to enhance Services, and/or developing
Company's Services during the Term of this Agreement and after the termination
or expiration of this Agreement.
by Customer to Use Feedback.
Customer grants to
a worldwide, perpetual, irrevocable,
royalty- free license to use and incorporate into its Services (including any
Services not yet developed or created by Company) any suggestion, enhancement
request, recommendation, correction, or other feedback provided by Customer or
Users relating to the operation of
Intellectual Property Rights
Customer will retain: (i) all of its rights in the Customer Material and
Customer Confidential Information; (ii) all Inventions owned, created, or
conceived and reduced to practice by Customer or its other suppliers; (iii) any
Deliverables with respect to which the Parties agree that Customer is to be the
owner, as explicitly agreed in a written document (such as an SOW) executed by
Customer and Company (such deliverables are "Assigned Deliverables");
and (iv) all Intellectual Property Rights therein. Items (i) - (iv) are
collectively referred as "Customer IP". Customer grants no licenses to Company
to use the Customer IP except as expressly specified in this Agreement or an SOW.
Company will retain: (i) all of its rights in the Company Confidential
Information; (ii) CogniSure AI Platform, including all derivative works,
improvements, modifications, or enhancements created or conceived by Company,
its contractors or licensors; (iii) all Company Inventions owned, created, or
conceived by Company including any Deliverables, with the exception of any Customer
Assigned Deliverables as defined in Section 3.5.1; and (iv) all
Intellectual Property Rights therein. Items (i) - (iv) are collectively
referred as "Company IP". Company grants no licenses to Customer to
use the Customer IP except as expressly specified in the Agreement.
License to Deliverables
hereby grants to Customer, subject to payment of all Fees, a non-exclusive,
royalty-free, non-transferable license, without right to sublicense, to use these
elements of the Company IP embodied in the Deliverables provided by Company
under this Agreement in Customer's ordinary course of business, solely in
conjunction with such Deliverables. Company reserves all other rights in and to
the Company IP.
: Subject to Company's obligations with respect to Customer's Confidential
Information, nothing in this Agreement will be interpreted to restrict Company
from independently developing, marketing, or otherwise commercially exploiting
will not: (i) reverse assemble, reverse engineer, decompile or otherwise
attempt to derive source code from Company; (ii) reproduce, modify, or prepare
derivative work of any of Company Services or Documentation; (iii) distribute
or display any of CogniSure AI Platform Deliverables or Documentation other
than to Users; (iv) share, rent, or lease the Subscription Services, or use the
Subscription Services to operate any timesharing, service bureau or similar
business; (v) input, upload, transmit, or otherwise provide to or through the
CogniSure AI Platform any information or materials Customer knows to be
unlawful or injurious; and (vi) attempt to or actually override any security
component included in or underlying the CogniSure AI Platform. The Parties
agree and the Customer acknowledges that any breach of this Section 3.8
will be deemed a material breach of this Agreement.
Source Software: Some components of CogniSure AI Platform may also be governed
by applicable open source software license located in the software component's
source code. Customer's license rights with respect to the individual
components are defined by the applicable open source software license, and
nothing in this Agreement will restrict, limit, or otherwise affect any rights
or obligations Customer may have, or conditions to which Customer maybe
subject, under such open source software license.
Customer agrees to participate in reasonable marketing activities that promote the benefits of the Services to other potential customers and to use of Customer’s name and logo on CogniSure’s web site and in CogniSure promotional materials. Customer agrees that CogniSure may disclose Customer as a customer of CogniSure.
: Company will invoice Customer (i) Subscription Services,
annual in advance, and Usage charges, once per calendar month, at the rates specified
in an applicable SOW; and (ii) Professional Services, once per calendar month, provided
by the Company in the preceding month, billed at the rate specified in the applicable
SOW. Except as expressly set out in the applicable SOW, Customer shall pay for
the fees for the Annual Subscription Term on the Effective Date, and annually
: Except as expressly stated otherwise in any SOW, Company
will invoice Customer once per calendar month for expenses reasonably incurred
by Company in connection with the Company's provisioning of Professional Services.
Such expenses will be limited to those contemplated under the applicable SOW or
otherwise agreed to in writing by the Parties as being the responsibility of Customers.
Company will submit the expense to Customer in reasonable details.
: Company will direct invoices for payment of fees and
expenses for the Services to the Customer representative designated by Customer
under this Agreement or applicable SOW. Except as expressly stated otherwise
under this Agreement or applicable SOW, Customer will pay Company's fees and
expenses invoiced in accordance with this Section 4 within thirty (30)
days of receipt of invoice. Without limiting any other rights or remedies Company
may have, any amount not paid when due will be subject to interest equal to the
higher of: (i) 1.5% per month of the overdue amount; or (i) the highest lawful
rate allowed by applicable law. Such interest shall accrue on a daily basis
from the due date until the actual payment of the overdue amount, whether
before or after judgement. In addition to any interest due under this
, Customer shall reimburse any cost or expenses (including, but not
limited to any penalties, charges and legal and other reasonable professional
cost and expenses) incurred by Company to collect any amount that is not paid
when due. Either Party may accept any check or payment in any amount without
prejudice to such Party's right to recover the balance of the amount due or to
pursue any other right or remedy. Amounts due from Customer under this Agreement
may not be withheld or offset by Customer against amounts due to Customer for
any reason. All amounts payable under this Agreement are denominated in United States
Dollar ("USD"), and payment shall be made in USD.
otherwise stated, Company fees do not include any taxes, levies, duties or
similar governmental assessments of any nature, including but not limited to
value-added, sales and use, or withholding taxes, assessable by any local,
state, provincial, federal or foreign jurisdiction (collectively, "Taxes").
Customer is responsible for paying all Taxes associated with purchases
hereunder. If Company has the legal obligation to pay or collect Taxes for
which Customer is responsible under this paragraph, the appropriate amount
shall be invoiced to and paid by Customer, unless Customer provides Company with
a valid tax exemption certificate authorized by the appropriate taxing
authority. For clarity, Company is solely responsible for taxes assessable
against Company based on Company's income, property, and employees.
Annual Fee Increase
: Fees are subject to annual increases, which
will be effective beginning upon each anniversary of the Effective Date.
Company will notify Customer of any increase prior to it becoming effective and
such notice may be in form of an invoice. Customer acknowledges that expiration
of any discount or incentive programs to with Customer was previously entitled
do not constitute fees increases. The fees for Subscription Services will not
increase over the immediately preceding year's Subscription Term fees by more
than the greater of: (i) the positive percentage change in the consumer price
index (CPI) as published by U.S. Bureau of Labor Statistics (BLS) since the
last increase or, if none, the Effective Date; or (ii) 10%. Notwithstanding the
foregoing, if the Infrastructure Provider increases the fees it charges Company
(including for software by Infrastructure Provider), then Company will also increase
the fees for the Services by the same amount as a flow-through cost, provided
Company notifies Customer at least thirty (30) days before the effective
increase. Increase in fees as a result of costs of Infrastructure Provider
shall be separate from increase by Company and shall not be applied to limit
Company's own fee increases.
Customer may not reduce its commitment
specified in this Agreement during the Initial SOW Term. Customer is not
entitled to any refund of fees paid or relief from fees due if the volume (as
defined by the applicable SOW) of Usage fees that Customer actually uses is
less than the volume Customer has subscribed for, and Customer may not carry
over any of the unused volume to Customer's Renewal SOW Term. If Customer
wishes to reduce the volume of a Subscription Services plan for a Renewal SOW Term,
then (i) Customer must notify Company at least thirty (30) days before the
start of the Renewal SOW Term for the applicable Subscription Services, and (ii)
the Parties will negotiate a reduction in Fees in good faith and any agreed
upon reduction will be effective at the start of the Renewal SOW Term.
Company Warranties: Company warrants that:
Company will exercise
reasonable skill and due care in performance of the Subscription Services, and
will perform the Subscription Services in a professional and workmanlike
manner, consistent with the applicable industry standard;
Company will, during the Subscription
Term, ensure that the Software, in the form provided by Company, conform in all
material respects to its applicable technical and functional specifications set
out in the Documentation; and
Company shall undertake its
performance obligations under this Agreement in accordance with this Agreement
and applicable to the provisions of the Subscription Services.
: Customer warrants that:
Customer has the right to
use the Subscription Services and shall maintain all necessary requirements for
the use and receipt of the Subscription Services;
Customer will use, whether
directly or indirectly, the Subscription Services only in accordance with the
terms of this Agreement and laws applicable to the Subscription Services;
contractually ensure that its personal, customers, and any third parties that,
directly or indirectly, use the Subscription Services will do so in accordance
with this Agreement and laws applicable to the use of Subscription Services;
all information and data
provided by Customer to Company under this Agreement is accurate and complete.
Company and Customer Warranties: Company and Customer each warrants that:
this Agreement is executed
by the duly authorised representatives of Company and Customer;
no contractual obligations
exist that would prevent either Company or Customer from entering into this Agreement;
the Party has the requisite
corporate authority to execute, deliver, and perform its obligations under this
Bugs and Abatement
: Without limiting the foregoing, Company does not
warrant that CogniSure AI Platform, Deliverables or Subscription Services are
completely free from all bugs, defects, errors, or omissions. The warranty under
this Section 5 will automatically abate to the extent that the Software or
Deliverables have been modified by persons other than Company's authorised
employees or representatives, or other than at Company's express direction. The
warranties in this Agreement are for the sole benefit of Customer, and may not
be extended to any other person or entity.
Disclaimer of Implied warranties
: Company makes no representation or warranty in
connection with the CogniSure AI Platform, Deliverables or Services, except as
expressly set out in this Section 5. To the maximum extent permitted by
applicable law, except as specifically warranted in this Section 5, the
CogniSure AI Platform is provided "as is" and Company disclaims all implied
warranties, including any implied warranties of satisfactory quality or fitness
for the particular purpose, any implied warranty of non-infringement as implied
obligation to indemnify for infringement, any implied warranty arising from course
of performance, course of dealing, or using age of trade, and any statutory
Companies Infringement Indemnity
Defence and Indemnity
: To the extent that any third party makes any
claim against Customer which is that the Subscription Services, CogniSure AI Platform,
or Deliverables infringes any patent or trademark existing under the law,
copyright, or results from misappropriation by Company of any third parties
trade secret, that, if true, would constitute an infringement by Company, then
upon notification of such claim, Company will, at its sole cost and expense,
defend Customer against such claim and any related proceeding brought by such
third party against Customer. Upon the occurrence of "Determination Against Company"
(defined below), Company will indemnify Customer from and against all damages
finally awarded against Customer or agreed to be paid by Customer in a written
statement approved in writing by Company, and resulting from Company's
infringement. Company's obligations under this Section 6.1.1 are
subject to Customer's compliance with the "Indemnification Conditions"
(defined in Schedule 1).
: If any Subscription
Services, Software, or Deliverables supplied by Company becomes (or in
Company's opinion are likely to become) the subject of any infringement or
misappropriation claim, Company may, at its sole option and expense either:
procure for Customer the
right to continue using the relevant Subscription Services, Software or
replace of modify the
relevant Subscription, Software or Deliverables in a functionally equivalent
manner so that they no longer infringe; or
terminate (to the extent
applicable) the Agreement, Statement of Work, or Customer's rights to use
affected Deliverables, and refund the Customer:
if Subscription Services are terminated, a
pro-rate amount of any prepaid subscription fees applicable to the unutilised
portion of the Subscription Term for the terminated Subscription Services; or
if right to use Deliverables are terminated,
an amount equal to the fees paid by Customer to Company for such Deliverables,
depreciated on a straight line basis over a 3-year life.
: Notwithstanding the foregoing, Company will
have no obligation under this Section 6.1 or otherwise with respect to
any infringement or misappropriation claim to the extent based upon:
any use of Software,
Deliverables, or Subscription Services not in accordance with their applicable license
the combination of
Software, Deliverables, or Subscription Services with other products,
equipment, software, services or date not supplied by Company where the
infringement would not have occurred but for such combination;
Company's compliance with
Customer's specifications, configurations requirements, or other instructions;
any use of any version of
any Software or Deliverables other than the most recent version made available
to Customer after notice from Company that Customer must upgrade to such
release to avoid an infringement or misappropriation claim;
any modification of XYS
tool, Deliverable, or Subscription Services not made by Company or its express
any Customer Materials.
Defence and Indemnity
: If any third party makes any claim against
Company that Company use of any Customer Materials in accordance with this
Agreement infringes any patent or trade mark or infringes or violates any
copyright, privacy right or data protection right, or results from any
misappropriation by Customer of such third party's trade secret or privacy
rights then, upon notification of such claim, Customer will, at its sole cost
and expense, defend Company against such claim and any related proceeding
brought by such third party against Customer. Upon the occurrence of a "
" (defined in Schedule 1), Customer will indemnify
Company from and against all damages finally awarded against Company or agreed
to be paid by Company in a written statement approved in writing by Customer,
and resulting from Customer's infringement. Customer's obligations under
this Section 6.2.1 are conditioned upon Company's compliance with the "
: If provision of
Customer Materials in Customer's reasonable opinion is likely to become the
subject of a claim of infringement or misappropriation of any intellectual property
right of any third party, then Customer will have the right to:
procure the rights
necessary for Customer to continue to provide Customer's Materials to Company;
replace of modify the Customer
Materials in functionally equivalent manner so that they no longer infringe; or
if the options described
in (i) and (ii) above are not available to Customer on commercially reasonable
terms, terminate Company's right to use Customer Material (in which case
Company's obligations to perform the Services will be reduced to the extent
that Company require the Customer Materials to perform, and any such
termination may, at Company's sole discretion, be treated as a termination for
convenience by Customer and subject to the terms of Section 8.7.
: Notwithstanding the foregoing, Customer will
have no obligation under this Section 6.2 or otherwise with respect to
any infringement or misappropriation claim to the extent based upon:
any use of Customer
Materials not in accordance with their applicable license rights notified by
Customer to Company;
the combination of Customer
Material with other products, equipment, software, services, or date not
supplied by Customer where the infringement would not have occurred but for
such combination, but excluding combination with any CogniSure AI Platform;
Customer's compliance with
Company's specifications or instructions;
any use of any version of
any Customer Material other than the most recent version made available from Customer
that Company must upgrade to such release to avoid an infringement or
misappropriation claim and Company has had a reasonable time in which to
implement such upgrades;
any modification of Customer
Materials not made by Customer or at its express direction; or
any data processed by the
Customer Materials that Customer has not provided, made available, or required
Company to use or access.
Improper Use of CogniSure
: Customer will
defend and indemnify Company from and against any claims, damages, losses,
judgements, fines, penalties, liabilities, costs, and expenses (including
reasonable legal fees) arising out of or in connection with any non-compliance
with the applicable laws for which Customer, Customer's users, or Customer's
affiliates are responsible at least in part. Company will comply with the Indemnification
Restrictions on Use and Disclosure
: Neither Company nor Customer will disclose
any to any third party any information provided by the other Party pursuant to
or in connection with this Agreement that the disclosing Party identifies as
being propriety or confidential or that, by the nature of the circumstances surrounding
the disclosure, ought in good faith to be treated as propriety or confidential ("
"), and will make no such Confidential Information except
under and in accordance with this Agreement. Confidential Information includes:
information concerning inventions, concepts, ideas, techniques, specifications,
drawings, diagrams, models, samples, flowcharts, computer programs and code and
their associated documentation and programmer's notes, network topography and
network configuration and access information, security policies and processes,
data, finances and plans, business plans, contracts, marketing plans, system
implementation plans, business concepts, business procedures and business
operations, pricing, market analysis, research, strategies, projections,
forecast, and financial information and all the material related thereto; and Personal
Information as defined in Schedule 1. Confidential Information also
includes information disclosed by the disclosing Party with permission from a
third party, and combinations of or with publicly known information where the
nature of the combination is not publicly known. Customer's Confidential Information
includes Customer Data. Company's Confidential Information includes any information
regarding CogniSure AI Platform, Company service offering, and Documentation.
: Confidential Information does not include information
that the receiving Party can establish: (i) entered the public domain without
the receiving Party's breach of any obligation owed to the disclosing Party,
excluding Personal Information; (ii) has been rightfully received by the
receiving Party from a third party without confidentiality restrictions; (iii) was
known to the receiving Party without any restriction as to use; or (iv) has
been independently developed by the receiving Party without the use of or
reference to the disclosing Party's Confidential Information.
Disclosure Required by Law
: To the extent permitted by applicable law, if
any applicable law, regulation, or judicial or administrative order requires
the receiving Party to disclose any of the disclosing Party's Confidential Information
then, unless otherwise required by such order, the receiving Party will
promptly notify the disclosing Party in writing prior to making such
disclosure, such that the disclosing Party has the opportunity to seek and
obtain a protective order or other remedies with respect to its Confidential Information.
Following such notification, the receiving Party will cooperate with the
disclosing Party, at the disclosing Party's sole reasonable expense, in seeking
and obtaining protection for the disclosing Party's Confidential Information.
: The terms of confidentiality under this Agreement
will not limit either Party's right to independently develop required products,
software, or services without use of or reference to the other Party's Confidential
Protection of Customer
: Except to the
extent otherwise specified under this Agreement or in applicable SOW, Customer represents
and warrants that is has obtained and will obtain all necessary consents, licenses,
and approvals for the processing of any Customer Data as part of the Services.
Customer agrees to indemnify Company from and against all claims, liabilities,
and damages resulting from a breach of this Section 7.5.1.
: To the extent applicable to the Subscription
Services provided by Company to Customer under this Agreement, Company will
comply, and will ensure that it employees and sub-contractor is comply (to the
extent such subcontractors have access to Personal Information), with the
requirements of the applicable law and regulations governing Personal Information
in the Company's position or under its control. Customer shall provide Company
with such information as Company reasonably requires to understand and confirm
its compliance obligation.
: To the extent applicable to the Subscription
Services provided by Company to the Customer under this Agreement, Company will
implement and maintain commercially reasonable security measures designed to
meet the following objectives (collectively, the "Company Security Program"):
ensure the security and
confidentiality of Customer Data in the custody and under the control of Company;
protect against any
anticipated threats or hazards to the security or integrity of such Customer Data;
unauthorised access to or use of such Customer Data;
encrypt Customer Data as
specified in Section 7.5.4 below; and
ensure that Company's
return or disposal of such Customer Data is performed in a manner consistent
with Company's obligation under items (i) - (iv) above.
: Company will endeavour to maintain the level
of data encryption for any Customer Data as it is received from Customer.
Customer is solely responsible for safeguarding all encryption keys applicable
to Customer Data. Customer may not provide any such key to Company without Company's
express, prior written consent in each instance.
: Company will notify Customer of any
unauthorised access to, or use of or disclosure of Customer Data within Company's
custody and control within two (2) business days of Company's confirmation of
the same. Each Party will reasonably cooperate with the other with respect to
the investigation and resolution of such on authorised access, use or
disclosure. Upon confirmation of any vulnerability or breach of Company's
security affecting Customer Data in Company's custody and control, Company will
modify its processes and security program as necessary to mitigate the effect
of the vulnerability or breach upon such Customer Data. Customer will notify Company
any security compromises affecting its User's authentication credentials use to
access CogniSure AI Platform, and any Customer systems or networks that interoperate
with all transmit data to CogniSure AI Platform, within two (2) business days
of confirmation of the same.
Company's Processing of
: Company will
be liable for any unauthorised access to the Customer Data by third parties
only to the extent resulting from Company's failure to adhere to the Company Security
Program, or for Company's negligence or fraudulent misconduct. The provisions
of this Section 6.5.6 apply notwithstanding any provision of this Agreement
or any other agreement between Company and Customer (or any affiliate of Customer)
to the contrary.
Company's Processing of
: Both Company
and Customer shall perform their obligations under this Agreement in accordance
with all applicable laws, enactments, regulations, orders, standards, and other
similar instruments pertaining to the processing of Personal Information.
Company shall process the Personal Information
in accordance with Customer's instructions from time to time and shall not
process the Personal Information for any purposes then as set out in this Agreement
and the provision of the Services.
Company warrants that, having regard to the
state of technological development and the cost of the implementing any
measures, it will:
take appropriate technical
and organisational measures against the unauthorised or unlawful processing of Personal
Information and against the accidental loss or destruction of, or damage to, Personal
Information to ensure a level of security appropriate to:
the harm that might result
from such unauthorised or unlawful processing or accidental loss, destruction
or damage; and
the nature of the data to
be protected; and
take reasonable steps to
ensure compliance with the dose measures.
Each Party agrees to indemnify, defend, and
hold the other Party harmless against all third party claims, damages, or
expenses incurred by the other Party or for which the other Party may become
liable due to any failure of the first Party or its employees or agents to
comply with any of its obligation under this Section 7.
Customer acknowledges that Company is reliant
on the Customer for direction as to the extent to which the Supplier is
entitled to use and process the Personal Data. Consequently, Company will not
be liable for any claim brought by a third party arising from any action or
omission by Company, to the extent that such action or omission resulted
directly from the Customer's instructions or the Customer is failing to comply
with its obligation under this Section 7.
Company may authorise a
third party to process the Personal Information provided that the
sub-contractor contract is on terms which are substantially the same as those
set out in this Section 7.
Termination for Insolvency
: Either Company or the Customer may terminate
this Agreement immediately by notice in writing if:
any procedure is commenced
with a view to the winding-up or re-organisation of the other, (in each case,
other than for the purpose of a solvent amalgamation or reconstruction);
any procedure is commenced
with a view to the appointment of an administrator, receiver, administrative
receiver, or trustee in bankruptcy in relation to the other or all or
substantially all the assets of the other;
liquidator, receiver, administrative receiver, or trustee in bankruptcy is
appointed in relation to the other or all or substantially all of the essence
of the other;
the holder of any security
overall all or substantially all of the assets of the other, keep takes any
step to inform that security;
all or substantially all
of the assets of the other, or subject to attachment, sequestration, execution
or any similar process;
the other is insolvent as
defined in insolvency legislation or enters into a composition or arrangement
with its creditors generally or any class of them;
any event occurs or
proceeding to taking taken in any jurisdiction to which it is subject that has
an effect equivalent or similar to any of the events mentioned in
if the other Party
suspends or ceases, threatens in writing to suspend or cease, to carry on all
or a substantial part of its business.
Termination for Cause
: In the event of a material breach of the Agreement
by either Party, the non-breaching Party may terminate the Agreement or any SOW
directly affected by the breach by giving the breaching Party written notice of
the breach and non-breach reaching Parties intention to terminate. If the
breach has not been cured within thirty (30) days after such notice, and if the
non-breaching Party provides written notice of termination to the breaching Party
("Termination Notice"), this Agreement or any such SOW will terminate
within the time period specified in the Termination Notice. Notwithstanding the
foregoing, Customer's failure to pay any fees and expenses within fifteen (15)
days of Company notifying Customer of the overdue payment, which notice may
include informing Customer's representative of the overdue payment in writing (including
by email), will constitute a material breach of this Agreement. If the Customer
has not cured a material breach within the applicable cure period, then Company
may, at its sole discretion and without prejudice to its other rights following
material breach and failure to cure, until such breach has been cured in full,
suspend performance of some or all of Company's obligation to provide the Services
under this Agreement.
: The Subscription Services shall commence on the Effective
Date. Thereafter, the Subscription Services shall automatically continue for a
minimum initial term as set out in the SOW # 1 ("Initial SOW Term"). The
Initial SOW Term will automatically renew for additional one (1) year term (each,
a "Renewal SOW Term"), unless either Party provides ninety (90)
days' prior written notice to other Party of its intent to not renew. The Initial
SOW Term and each Renewal SOW Term are collectively referred to in these terms
as the "SOW Term."
Subscription to Upgraded or Addition Services
: If Customer upgrades its Subscription Services
during a Subscription Term, then the upgraded Subscription Services shall
continue for the remainder of the then current Subscription Term and Company
will invoice Customer an amount equal to the difference between the original
Subscription Services fee and the upgraded Subscription Services fee.
Termination for Convenience
: Either Party may terminate the Subscription Services
effective upon expiration of the then current Initial SOW Term or Renewal SOW Term
(as applicable) by providing the other Party written notice of termination ninety
(90) days prior to the end of the term.
Compensation for Early Termination
: If (i) Customer terminates the Subscription Term
prior to the expiry of the Initial SOW Term or the Renewal SOW Term (as
applicable) or (ii) Company terminates the Subscription Term in accordance with
Section 8.2 as a result of Customer's non-payment of Subscription Services
Fees within fifteen (15) days, then Customer will pay Company, as liquidated
damages, the balance of any contractual minimum amounts that would have applied
during the remainder of the Subscription Term, except if Company breaches and
Customer terminates this Agreement for cause in accordance with Section 8.2. Customer
and Company each acknowledge that such liquidated damages are reasonable
forecast of just compensation for the harm caused by the Customer's premature
Fulfilment of Obligations on Termination
: Notwithstanding anything to the contrary, termination
of this Agreement or of any Services will not relieve Customer from any
obligation to pay fees or reimburse expenses for Services performed prior to
Refund of Prepaid Subscription Services Fees
if Customer Terminates for Breach
If Customer terminates this Agreement in accordance with Section 8.1 or 8.2
above, then Company will refund to Customer a pro-rata amount of any prepaid Subscription
Services Fees applicable to the unutilised portion of the Subscription Term. Notwithstanding
anything to the contrary, Customer is not entitled to any refund or relief from
the payment of any Subscription Services Fees paid under this Agreement if Customer
terminate this Agreement for convenience.
Post Termination Obligations
: Following any termination of the Agreement
or an SOW, each Party will, within thirty (30) days of such termination: (i) immediately
cease to use the Confidential Information of the other Party that has been
communicated for the purpose of this Agreement or an SOW (as applicable); and (ii)
return or destroy (certified destruction) all copies of any Confidential Information
of the other Party disclosed under this Agreement or an SOW within thirty (30)
days of such termination.
Access to and Destruction
of Customer Data
will provide Customer with an export file of, or access to export purpose to, Customer
Data stored on CogniSure AI Platform if, within thirty (30) days of any
termination, Customer notifies Company of Customer's request for export rights.
Company will destroy or overwrite Customer Data within a reasonable period of
the time following termination of the Agreement, subject to conformance with Company's
back up and data retention policies.
: The Parties acknowledge that in the event of
termination or expiry of this Agreement, it may take a significant amount of
time for Customer to transition to a new provider. Accordingly, Customer may
request that Company provide services to effect of an orderly transition of the
Subscription Services to the Customer or to its new partner provider ("
"). In the event Company does provide Transition Assistance to Customer,
such Transition Assistance shall be subject to the Parties agreeing to a SOW
which shall set out the specific action to effect the transition. During the
Transition Period, Company shall be entitled to charge for: (i) all Transition Assistance
provided to Customer on a time and material basis; and (ii) any Subscription Services
provided by Company to Customer in accordance with the terms of this Agreement.
In the event that Company terminates this Agreement for a breach by Customer in
accordance with Section 8.2, then Company will not be under any obligation to
provide any Transition Assistance to Customer.
: The provisions of
Sections 1, 3, 4.3,
4.4, 6, 7, 8.7, 8.9, 8.10, 8.11, 9, 10, 11, 12, and
any other Sections that
by its terms are required to survive shall survive the termination or
expiration of this Agreement.
At all times when Company
will be performing Services under this Agreement and any applicable SOWs, Company
will procure and maintain insurance coverages in accordance with industry
Company will provide Customers with proof of
such insurance upon reasonable request by Customer. Company will not materially
on alter its insurance coverage described above without providing Customers
with at least thirty (30) days' prior written notice.
Exclusion of Liability
To the extent permitted by
applicable law, except for fraud, gross negligence, willful misconduct, death,
personal injury, or a Party's indemnification or confidential obligations
hereunder, under no circumstances will either Party be liable to the other
Party under this Agreement for any indirect, consequential, special, exemplary,
incidental, or punitive damages of any kind, including, but not limited to,
lost profits, lost data, business interruption, loss of business reputation or
goodwill, loss of direct or indirect profits or investments, or the cost of
procurement of substitute goods or services,
even if such Party has been advised of the possibility of
such damages, arising out of (i) the performance or non-performance of this
Agreement or software, products, or Services provided hereunder, or (ii) any
claim, cause of action, breach of contract, or any express or implied warranty,
under this Agreement or otherwise, misrepresentation, negligence, strict
liability, or other tort (including breach of statutory duty). Any amounts
payable to a third party pursuant to a judgment or agreed to in a settlement
approved in writing by an indemnifying Party in connection with an
indemnification obligation under this Agreement shall be deemed to be direct
damages for the purposes of this Section 10.
In the event the
foregoing Limitation of Liability is determined by a court of competent
jurisdiction to be unenforceable, in no event shall either Party's total liability
arising out of or related to this Agreement, whether in contract or tort or
under any other theory of liability, exceed the amount paid by Customer hereunder
in the twelve (12) months immediately preceding the events giving rise to the
to the contrary, the foregoing limit shall not apply to Customer's payment
obligations under the "Fees" section above in Section 4.
Customer agrees that these
exclusions and limitations apply even if the remedies are insufficient to cover
all of the losses or damages of Customer, or fail in their essential purpose,
and that without these limitations the Fees would be significantly higher.
Resolution and Arbitration
Except for any disputes,
claims, suits, actions, causes of action, demands, or proceedings
(collectively, "Disputes") in which either Party seeks to bring an
individual action in small claims court or seeks injunctive or other equitable
relief for the alleged unlawful use of intellectual property, including,
without limitation, copyrights, trademarks, trade names, logos, trade secrets,
or patents, both Parties agree (a) to waive their respective rights to have any
and all Disputes arising from or related to this Agreement, including the use
of the Services and CogniSure AI Platform, resolved in a court, and (b) to
waive their respective rights to have the Dispute decided by a jury or by court
The Parties agree that any
controversy or claim arising out of or relating to this Agreement, or the
breach thereof, shall be settled by mandatory and binding arbitration
administered by the American Arbitration Association in accordance with its
Commercial Arbitration Rules, and judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.
Governing Law and
: This Agreement
and disputes or claims arising of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be
interpreted, construed and enforced in all respects in accordance with the
State of Illinois. Each Party hereby irrevocably consents to the exclusive jurisdiction
and venue of the state and federal course in the State of Illinois in
connection with any action arising out of or in connection with this Agreement.
: Provided that Company complies with any
trade mark usage requirements notified to it by Customer, Company may refer to
Customer as one of Company's customers and use Customer's logo as part of such
reference. Upon execution of this Agreement, Company may either (i) issue a
press release announcing the relationship between Company and Customer; or (ii)
submit a joint press release to Customer for Customer's approval, such approval
not to be unreasonably withheld or delayed. Customer agrees to be a reference
account for Company, provided, however, that Company will provide Customer with
reasonable notice and obtain Customer's consent before scheduling any reference
calls or site visits.
: During the term of
this Agreement, and for a period of 12 months thereafter, neither Party will,
without the prior written consent of the other, directly or indirectly solicit,
hire or employ any employee or individual independent contractor of the other Party
who has been involved in the provision of Services during the preceding year to
become an employee or individual independent contractor of the other. Nothing
in this Section 12.2 will make a Party liable for general solicitation
in the media or on the internet.
: Customer and Company acknowledges that
damages will be an inadequate if the other violates the terms of this Agreement
pertaining to protection of a Party's Intellectual Property Rights,
Confidential Information, or Personal Information. Accordingly, each of them
will have the right, in addition to any other rights each of them may have, to
obtain in any court of competent jurisdiction, temporary, preliminary, and
permanent injunctive relief to restrain any breach, threatened breach, or
otherwise to specifically enforce any of the obligation in this Agreement.
: Except for payment obligations, if either
Party is prevented from performing or is unable to perform any of its
obligations under this Agreement due to causes beyond the reasonable control of
the Party invoking this provision, including but not limited to acts of God,
regional or global pandemic, fire, flood, pestilence, earthquake, acts of civil
or military authorities, riots or civil disobedience, wars, strikes, or labor
disputes (other than those limited to the affected Party) (each a "
"), such affected Party's performance will be excused and the
time for performance will be extended accordingly provided that the Party
affected immediately notifies the other Party and immediately takes all
reasonably necessary steps to resume full performance, provided that the
affected Party is without fault in causing such default or delay, and such
default or delay could not have been prevented by reasonable precautions and
could not reasonably be circumvented by the affected Party through the use of
alternate sources, workaround plans, or other means. If the Force Majeure
Event lasts for more than fifteen (15) days, then the affected Party may
terminate this Agreement.
: The headings are inserted in this Agreement
for convenience only, and will not be deemed to limit or describe the scope or
intent of any provision of this Agreement.
: If any provision
(or part of a provision) of this Agreement is found by any court or
administrative body of competent jurisdiction to be invalid, unenforceable or
illegal, the other provisions shall remain in force. If any invalid,
unenforceable or illegal provision would be valid, enforceable or legal if some
part of it were deleted, then the provisions shall apply with whatever modification
is necessary to give effect to the commercial intentions of the Parties.
: No failure or delay by a Party to exercise
any right or remedy provided under this Agreement or by law shall constitute a
waiver of that or any other right or remedy, nor shall it prevent or restrict
the further exercise of that or any other right or remedy. No single or partial
exercise of such right or remedy shall prevent or restrict the further exercise
of that or any right or remedy.
: Except as
expressly set out in the Agreement, no provision of this Agreement is intended
nor will be interpreted to provide or create any third party beneficiary rights
or any other rights of any kind in any other party.
: Neither Party may assign any of its rights
or obligations under this Agreement without the prior written consent of the
other, which will not be unreasonably withheld, conditioned or delayed,
however, Company may assign or delegate some or all its rights and obligations
under this Agreement to an entity to which it has merged, or that acquires all
its assets. Subject to the foregoing restriction on assignment by Customer,
this Agreement will be binding upon, and only for the benefit of and
enforceable by the Parties and their respective successors and assigns.
: Any notice or other communication under this
Agreement given by either Party to the other Party will be deemed to be
properly given if given in writing and delivered by certified or registered
mail, or insured courier, return receipt requested, to the appropriate Party at
the address set out on the signature page of this Agreement and with the
appropriate postage affixed; furthermore, to the extent permissible under
applicable law, each Party may communicate with the other by electronic means
and such communication is acceptable as a signed writing. Either Party may
change its address for receipt of notice by notice to the other Party in
accordance with this Section 12.11. Notices are deemed given three (3)
Business Days following the date of mailing or one (1) Business Day delivery by
: This Agreement constitutes and embodies the
entire Agreement and understanding between the Parties with respect to the
subject matter and supersedes all prior or written, electronic or oral
communications, representations, agreements or understandings between the Parties
with respect thereto. This Agreement may not be modified or amended except by a
written instrument executed by both Parties. In the event of any conflict or
inconsistency between the provisions of this Agreement and the terms of any
form of purchase order or invoice, the provisions of this Agreement will
prevail. Customer's standard terms of purchase, if any, are inapplicable. In
the event of any conflict between the SOW # 1, the Agreement (including its
Schedules), and any future SOW, the following order of precedence will apply,
except to the extent expressly specified otherwise in the applicable SOW: (i)
the SOW # 1; (ii) the Agreement (including its Schedules); (iii) and the
Statement(s) of Work (in the order in which they are executed, where the most
recent SOW takes precedence).
: This Agreement and any amendments hereto may
be executed in one or more counterparts, which taken together will constitute a
single agreement between the Parties.
For the purpose of this Agreement, the
definitions capitalized terms have the following meanings:
means an entity which directly or indirectly controls,
or is under common control with, or is controlled by, Company or Customer. As
used in this definition, "control" (including, with its correlative meanings,
"controlled by" or "under common control with") means possession, directly or
indirectly, of the power to direct or cause the direction of management or
policies (whether through ownership of securities or partnership or other
ownership interests, by contract or otherwise).
"Business Day" means a day
other than a Saturday, Sunday or U.S. federal holiday.
has the meaning set out in Section 7.1.
"Configuration" means the functions
and features specified and implemented in the Software and/or Services by or
for the Customer.
"Customer Data" means any date or
other information owned or controlled by Customer which is used for the purpose
of using the Services.
"Customer Materials" means any
software, documentation, Customer Data, hardware, tools, or any other materials,
information or intellectual property owned, leased or licensed by Customer, and
that Customer delivers to Company or to which Customer provides Company with
access, for use by Company in its performance of the Services.
" means the Software and Documentation together with other
computer software programs, networks and equipment that Company uses to make
the Services available to its customers.
means any software code, reports or documentation (as applicable) required to
be delivered by Company to Customer as part of the Professional Services as
specified in the applicable Statement of Work.
" means a final determination by the court or tribunal
conducting the proceedings that Company has infringed by the third party's
right, or the conclusion of a settlement between Company and the third party in
which Company agrees to pay compensation for such infringement of the third
" means a final determination by the court or tribunal
conducting the proceedings that Customer has infringed by the third party's
right, or the conclusion of a settlement between Customer and the third party
in which Customer agrees to pay compensation for such infringement of the third
"Documentation" means the
documentation and manuals provided to Customer by Company regarding use of the
Software, including additional, updated or revised documentation, if any.
means the date
set out in the SOW # 1.
"EULA" means the end user license
agreement that must be entered into by the User prior to them using the
"Fees" means the fee due under this
Agreement as set out in the SOW # 1 or any subsequent SOWs.
" means the following conditions with which a party must comply
in order to be entitled to defence or indemnification under the Agreement by
the other party; (i) the indemnified party notifies the indemnifying party in
writing of any claim that might be the subject to indemnification promptly
after any executive officer of the indemnified party or member of the
indemnified party's legal department first knows of the claim, provided that no
failure to so notify an indemnifying party will relieve that indemnifying party
of its obligations under this Agreement except to the extent that such failure
materially prejudices defence of the claim, and except to the extent of damages
incurred by the indemnifying party as a result of the delay; (ii) the
indemnifying party is given primary control over the defence and settlement of
the claim (subject to the foregoing, the indemnified party may nonetheless
participate in the defence at its sole cost and expense); (iii) the indemnified
party makes no admission of liability (except as required by applicable law)
nor enters into any settlement without the indemnifying party's prior written
agreement; (iv) the indemnified party provides such assistance in defence of
the proceedings as the indemnifying party may reasonably request, at the
indemnifying party's reasonable expenses; (v) the indemnifies party complies
with any court order or reasonable settlement made in connection with the
proceeding; and (vi) the indemnified party uses all commercially reasonable endeavours
to mitigate its losses.
"Infrastructure Provider" means the
service provider that provides data centre or private cloud services to Company
as part of the Services.
"Initial SOW Term" has the meaning
as described to it in Section 7.3 and as set out in the SOW # 1.
"Intellectual Property Rights" means
all trade secrets, patents and patent applications, trade marks (whether
registered or unregistered and including any goodwill acquired in such trade
marks), service marks, trade names, copyrights, moral rights, database rights,
design rights, rights in know-how, rights in Confidential Information, rights
in inventions (whether patentable or not) and all other intellectual property
and proprietary rights (whether registered or unregistered, any application for
the foregoing, and all rights to enforce the foregoing), and all other
equivalent or similar rights which may subsist anywhere in the world.
means any invention, work of authorship, know-how, device, design, algorithm,
methods, process, improvement, expression, or discovery, whether or not
copyrightable or patentable and whether or not reduced to practice.
"Personal Information" means
personal data or personal information as described by the State of Illinois and
relates only to personal data, or any part of such personal data, which is
provided by Customer and in relation to Company's provision of Services under
" means the professional services to be performed by Company that
are specified in the SOW # 1 or subsequent applicable Statement(s) of Work.
means the Service provided by Company under this Agreement including the
Subscription Services and the Professional Services.
means the computer software set out in Schedule 3 or as otherwise set forth in
an applicable SOW, including Third Party Software, provided by Company as part
means the Initial SOW Term and any Renewal SOW Terms, as more fully described
in Section 8.3.
"Statement of Work (SOW)" means any
mutually agreed, written services description, executed on behalf of Company
and Customer, describing the Professional Services to be provided by Company to
Customer, as well as any related obligations of Customer, that are made part of
this Agreement, as described in Section 2.1.
" means CogniSure AI Platform software and service offering to
which Customer subscribe, as specified in the CTM.
" means the computer software specified in Schedule 3, and
owned or operated by third parties and sub-licensed or distributed by Company
means any individual who is an employee or an independent contractor of
Customer or, to the extended providing services to Customer, is an employee of
such service provider, and who is authorized by Customer to use CogniSure AI
Platform pursuant to this Agreement.
2: Professional Services
of Professional Services
Company may provide
the Customer with professional services (the "Professional Services")
under a Statement of Work that is signed by both Parties.
The Schedule 3
and all relevant provisions of the Agreement shall apply to the delivery of
Professional Services. References to a paragraph" refer to a paragraph of this
Company may provide
the Professional Services either by itself or by its agents or sub-contractors.
Where Company engages any agents or sub-contractors it shall remain fully
liable to Customer for the obligations under the Statement of Work and as
relevant, the Agreement.
Company will supply
the appropriate resource for the delivery of the Professional Services.
If the Customer
requires additional Professional Services, this shall be subject to the written
agreement between the Parties.
The Customer shall
provide timely, prompt co-operation and support to Company in the provision of
the Professional Services (and where necessary for the efficient provision of
the Professional Services shall procure the same from its other third party
provision to Company of appropriate, detailed and accurate documentation and
other information which Company requires and is necessary for Company's
performance of the Professional Services;
of the responsibilities set out in this paragraph 2;
of the Professional Services performed by Company; and
of appropriate facilities and access to suitably qualified and experienced
personnel to assist Company when and to the extent reasonably required.
To the extent that
any act or omission of the Customer prevents, delays, or in any way affects
Company's ability to meet its obligations under this Agreement, Company shall
not be considered in default of its obligations under this Agreement to the
extent so affected. Any requirement for additional Professional Services days
resulting for any delay for these reasons shall be for the account of Customer.
: Fees for the
provision of the Professional Services shall be as set out in the SOW # 1 and
any subsequent Statement of Work. Expenses shall be payable in accordance with
of the Agreement.
Company warrants that
the Professional Services will be carried out with reasonable skill and care by
personnel and appropriate knowledge and experience.
excludes all other conditions, warranties, representations or other terms
relating to this Agreement whether express or implied by statute or otherwise
including those of satisfactory quality, fitness for a particular or any
purpose or ability to achieve any particular result.
The Customer shall
notify Company in writing of any breach of the warranty set out in
promptly and in any event within thirty (30) days of the provision of
the Professional Services in issue. The Customer shall provide all information
as may be deemed necessary by Company to assist Company in resolving any such
The Customer's sole
remedy of the warranty set out in paragraph 4.1 shall be that Company
shall use its reasonable commercial endeavors to cure the breach without charge
to the Customer and if in Company's reasonable opinion, it is unable to do so
then Company shall refund that portion of the Professional Service Fees that
corresponds to the breach.
Customer shall notify
Company in writing of all rules, regulations and practices which Company's
employees must comply with while on Customer's premises. Company personnel
shall use reasonable endeavors to comply with such applicable rules and
regulations. The Customer shall comply with all applicable health and safety
regulations and take all reasonable precautions to ensure the health and safety
of Company staff, employees, agents and sub-contractors while they are on the
Company will be an
independent contractor, nothing in this Schedule 2 or the Agreement (i)
shall render Company or its staff an employee, worker, agent or partner of
Customer and Company shall not hold itself out as such; and (ii) is intended
to, or shall be deemed to, establish any partnership or joint venture between
any of the Parties, constitute any party the agent of another party, or
authorize any party to make or enter into any commitments for or on behalf of
any other party.
included in the Section 10 of the Agreement and this paragraph 6
will be applicable to the liability of the Parties under this Schedule 2
and the delivery of any Professional Services.
In relation to
Company's aggregate liability to the Customer arising out of, or in connection
with, this Schedule 2 and the Professional Services whether in contract,
tort (including negligence), breach of statutory duty or any other cause shall
be limited to a sum equivalent to the price paid to Company for the
Professional Services within the relevant Statement of Work that are the subject
of the Customer's claim.
No action, regardless
of form, arising out of transactions occurring under, or contemplated by this
Agreement may be brought by either Party more than one year after the cause of
action has occurred.
Schedule 3: Software
CogniSure AI Platform:
AI Platform comprises of the following components. Such components are licensed
in accordance with any applicable SOW and the Agreement:
High level overview
CogniSure AI Platform consist of multiple components
Read emails and extract the data attached to the email
Split the files in the scanned bundle to individual documents
Extract data from the documents using Cognitive and AI techniques
Can interpret the meaning of the text blocks ( for example - Cause of the
loss can be derived based on the loss description)
Convert the output into a common industry data set or customer specific
format using rules.
CogniSure Data lake that stores all the extracted information
CogniSure User consumption layer to provide analytics and other insights on
the extracted data.
Input formats supported
PDF, Excel, Scanned Documents
Bundled documents with multiple document types
Output Formats supported
Json, XML, CSV/Excel
FTP, Email, Download from Website, API, Custom
API Support Available
Hosted in Azure Cloud, AWS, US Central
PGP File encryption
AES256 Data Encryption
High level architecture
Client Specific Considerations
CogniSure can maintain a separate instance of
the platform in cloud for client specific needs.
Can be hosted in Client's public cloud environment
Model Training & Testing
Model training and testing provided by CogniSure
UX - User access
ExtractAny UX provides access to upload and
test the data extraction in a website.
Third Party Software:
following Third Party Software is licensed under this Agreement:
Amazon Web Services
Any other services,
Open source Software that CogniSure determines will enhance Services provided
under this agreement.