Terms and Conditions

 

UPDATED – 12/10/18

Thank you for using Cognism! These terms of service govern your access to and use of Cognism websites and services, so please read everything carefully. This page explains the terms by which you may use our website, www.cognism.com and any other mobile or web services or applications owned, controlled, or offered by Cognism, including but not limited to the Cognism.com service. By accessing or using the Sites you signify that you have read, understood, and agree to be bound by these Terms of Service and the associated Privacy Policy.


Terms

These Terms of Service are a contract between you and Cognism Limited, a United Kingdom company. Cognism operates www.Cognism.com. By accessing these web sites, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trademark law.


Use License

Cognism Limited hereby grants you a non-exclusive, non-transferable, worldwide right to access and use the Cognism Sites, solely with supported browsers through the Internet for your own internal purposes, subject to the Terms of Service. You may not permit the Cognism Site to be used by or for the benefit of unauthorized third parties. Nothing in the Terms of Service shall be construed to grant you any right to transfer or assign rights to access or use the Cognism Sites. All rights not expressly granted to you are reserved by Cognism and its licensors. You shall not (i) modify or make derivative works based upon the Cognism Sites; (ii) reverse engineer or access the Cognism Sites in order to (a) build a competitive product or service, (b) build a product using similar features, functions or graphics of the Cognism Site, or (c) copy any features, functions or graphics of the Cognism Sites. You further acknowledge and agree that, as between the parties, Cognism, Limited owns all right, title, and interest in and to the Cognism Sites, including all intellectual property rights therein.


Disclaimer

The materials on Cognism, Limited’s web sites are provided “as is”. Cognism, Limited makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Cognism, Limited does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.


Limitations

In no event shall Cognism, Limited or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Cognism, Limited’s Internet site, even if Cognism, Limited or a Cognism, Limited authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.


Revisions and Errata

The materials appearing on Cognism, Limited’s web sites could include technical, typographical, or photographic errors. Cognism, Limited does not warrant that any of the materials on its web sites are accurate, complete, or current. Cognism, Limited may make changes to the materials contained on its web site at any time without notice. Cognism, Limited does not, however, make any commitment to update the materials.


Indemnity

You agree to defend, hold harmless and indemnify Cognism from and against any and all losses, costs, expenses, damages or other liabilities incurred by Cognism arising from or related to any cause of action, claim, suit, proceeding, demand or action brought by a third party against Cognism: (a) in connection with your use of the Sites including any payment obligations incurred through use of the Site; or (b) resulting from: (i) your use of the Site; (ii) your decision to supply profile or payment information via the Sites, including personal financial information; (iii) your decision to submit applications; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member with which you conducted business through the Sites; (viii) any act or omission of yours with respect to the payment of fees to any Contractor; (ix) your dispute of or failure to pay any invoice or any other payment; or (x) your obligations to a Contractor. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.


Sites Terms of Use Modifications

Cognism, Limited may revise these terms of use for its web site at any time without notice. By using this web site you are agreeing to be be bound by the then current version of these Terms and Conditions of Use.


Governing Law

Any claim relating to Cognism, Limited’s web sites shall be governed by the laws of the United Kingdom without regard to its conflict of law provisions.


Data Terms of Use

You agree not to reproduce, duplicate, copy, sell, or resell any of the data made available to you (the “Product”) through any Cognism, Limited service, including Cognism. The Product shall be used for your internal business purposes only, and you shall not use the Products or any software for the benefit of a third party, including reselling or giving away the data.


API Terms of Use

Any use of the API (Application Program Interface), including use of the API through a third-party product that accesses the Cognism Service, is bound by these Terms of Service plus the following specific terms:

You expressly understand and agree that Cognism shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Cognism has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API. Abuse or excessively frequent requests to Cognism via the API may result in the temporary or permanent suspension of your account’s access to the API. Cognism, in its sole discretion, will determine abuse or excessive usage of the API. Cognism will make a reasonable attempt via email to warn the account owner prior to suspension. Cognism reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice. Fraudulent Activity

Use of the Cognism service, including but not limited to any applications that use the Cognism service or APIs, prohibits using the service for fraudulent account creation or other malicious purposes, including but not limited to creating and distributing spam emails, spam tweets, or other spammy electronic communication. Cognism reserves the right to filter and or block such activity, and if necessary, to remove any account that has engaged in these and similarly malicious activities. Individuals wishing to work within Cognism are authorized to create one account with the service.


Cognism Email Analytics

1.     Introduction

a. You (the “Client”) and Cognism Limited (“Cognism”) have entered into an agreement (the “Terms of Service”) under which Cognism provides B2B lead generation services. The terms in the Terms of Service shall remain in full force and effect unless specified otherwise. This Addendum is accepted by the Client on the earlier of (i) 14 days from notification and (ii) the Client accessing any part of Cognism’s services.

b. In consideration of the mutual obligations set out herein, the parties hereby agree that the terms set out below shall be added as an Addendum to the Principal Agreement. In the event of any conflict between the Terms of Service and the terms in this Addendum, the terms of this Addendum shall prevail. This Addendum shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute arising therefrom.

c.  For the purpose of this Addendum:

i. “Client Contacts Extract” means the contacts made available to the Client by Cognism from the Cognism Database;

ii. “Client Email Campaign” means an email campaign operated by the Client where recipients include individuals on the Client Contacts Extract;

iii. “Cognism Database" means Cognism’s proprietary database;

iv. “Response" means an email response by a contact on the Client Contacts Extract to the Client Email Campaign; and

v. “Updated Client Contacts Extract” means the Client Contacts Extract that has been updated via the Email Analytics Aspects in accordance with clause 1(d) below.

d.  The “Email Analytics Aspects” means aspects of the Cognism Services under which Responses are analysed in order to:

i.     update the Client Contacts Extract to enable the Client to have access to more up-to-date data; and

ii.     enable the Client to better understand the success of the Client Email Campaign and automate management of Responses by generally categorizing Responses as being positive, negative, a follow-up or an out-of-office.

2.     IP Ownership and Licence

  1. Cognism owns all right, title, and interest in and to the Updated Client Contacts Extract including all intellectual property rights therein. Cognism reserves the right to use the Updated Client Contacts Extract at its discretion. You may not permit the Updated Client Contacts Extract to be used by or for the benefit of unauthorized third parties.

b. During the term of these Terms of Service, Cognism grants the Client a non-exclusive, non-transferable, non-sublicensable worldwide right to access and use the Updated Client Contacts Extract in accordance with the Terms of Service.

 

3.     Data Protection

  1. In this Clause 3, the terms: “Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”; “Process” and “Processing” have the meanings ascribed to them in the GDPR. “GDPR” means the European General Data Protection Regulation (2016/679); “Sub-Processor” means any entity or person (excluding an employee of Cognism) appointed by or on behalf of Cognism to process Personal Data in connection with the provision of the Email Analytics Aspects.

b. The Parties acknowledge that, for the purposes the GDPR, where Cognism is performing the Email Analytics Aspects Client is the Controller and Cognism is the Processor and accordingly the obligations in this Clause shall only apply where Cognism is performing the Email Analytics Aspects.

c. Notwithstanding anything in this Addendum or the Terms of Service, Cognism may use Personal Data contained in the Updated Client Contacts Extract for its own purposes as an independent controller.

d. The Client hereby instructs Cognism to process Personal Data as reasonably necessary for the provision of the Email Analytics Aspects. The categories of data subjects, and the nature and the purpose of the processing, is as described in Clause 1 of this Addendum. Cognism may process the following types of Personal Data on behalf of the Client: Personal Data contained in a Response (including, without limitation, name, job title, and telephone number). Cognism shall process such Personal Data on the Client’s behalf for the provision of the Email Analytics Aspects for the duration of the term of the Terms of Service.

e. The Client will ensure that all necessary and appropriate consents and notices are in place to enable lawful processing by Cognism of the Personal Data for the purposes of providing the Email Analytics Aspects.

f.  Cognism shall, in relation to any Personal Data processed in connection with the performance by Cognism of the Email Analytics Aspects:

 i.     only process such Personal Data on Client’s documented instructions including in respect to transfers of such Personal Data to a country outside of the European Economic Area (EEA), unless processing is required by applicable laws;

 ii.     take reasonable steps to ensure the reliability of its employees who have access to such Personal Data, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality;

iii.     takes all measures required pursuant to Article 32 of the GDPR;

iv.     taking into account the nature of the Processing and the information available to Cognism, Cognism shall assist Client by implementing appropriate technical and organisational measures, insofar as this is reasonably possible, for the fulfilment of the Client’s obligations: (i) to respond to requests to exercise Data Subject rights under the GDPR; and (ii) pursuant to Articles 32 to 36 of the GDPR;

v.     at the written direction of the Client, delete or return such Personal Data to Client at the end of the term of the Terms of Service unless Cognism is required by law to retain it;

vi.     make available to the Client information strictly necessary to demonstrate Cognism’s compliance with the obligations set out in this Clause, including to allow for and contribute to reasonable audits (at the Client’s sole cost), conducted by the Client or an auditor designated by the Client; and
vii.      inform the Client if, in its opinion, the Client’s instruction infringes this GDPR.

g.     Client hereby grants a general authorisation to Cognism to engage Sub-processors. Cognism shall inform Client of any intended changes concerning the addition or replacement of Sub-processors.

h.     With respect to each Sub-processor, Cognism shall ensure that the arrangement between Cognism and Sub-processor, is governed by a contract including:
i.     terms which offer at least the same level of protection for Personal Data as those set out in this Clause; and

terms which meet the requirements of Article 28(3) of the GDPR

a.  The terms in this section headed “Additional Terms” will apply in addition to the terms in the section headed “Terms of Use” (“Terms of Use”). In the event of any conflict between the terms of these two sections, the terms of this section shall prevail. The terms in the section headed “Service Level Terms” will not apply to elements of the Cognism Services detailed in this section. .

b.  For the purpose of this Section:

i.     “Client Contacts Extract” means the contacts made available to the Client by Cognism from the Cognism Database;

ii.     “Client Email Campaign” means an email campaign operated by the Client where recipients include individuals on the Client Contacts Extract;

iii.     “Cognism Database" means Cognism’s proprietary database;

iv.     “Response" means an email response by a contact on the Client Contacts Extract to the Client Email Campaign; and

v.     “Updated Client Contacts Extract” means the Client Contacts Extract that has been updated via the Email Analytics Aspects in accordance with clause 1(c) below.

c.  The “Email Analytics Aspects” means aspects of the Cognism Services under which Responses are analysed in order to:

i.     update the Client Contacts Extract to enable the Client to have access to more up-to-date data; and

ii.     enable the Client to better understand the success of the Client Email Campaign and automate management of Responses by generally categorising Responses as being positive, negative, a follow-up or an out-of-office.


ISO Terms

Cognism’s offices in London have been ISO 27001 certified.


Contacting Us

If you have any questions or concerns about our Services or these Terms, you may contact us at:

Cognism, 12 Times Court Retreat Road, Richmond, England, TW9 1AF.

[email protected]

Further Info:
Company number: 09392705
VAT number: 262 4228 19