Terms of Service:
Welcome to Cortex, a software-as-service solution (“Service”) owned and operated by Cortex Automation Inc. and/or its successors, agents and assigns (“Cortex”). By accessing or using the Service, you (“you” or the “User”) signify that you have read, understand and agree to be bound by the terms and conditions set forth below (“Terms of Service”). We reserve the right to change, modify, add, or delete portions of these Terms of Service at any time. If we do this, we will post the changes to these Terms of Service on this page and will indicate at the bottom of the Terms of Service the date these terms were last revised. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms of Service. If you do not agree to abide by these or any future Terms of Service, you are not authorized to use or access (or continue to use or access) the Service.
Registration Data; Account Security
In connection with registering for and using the Service you agree (i) to provide accurate, current and complete information about you and your organization as prompted by the registration forms on the Site or provided to you (“Registration Data”); (ii) to maintain the confidentiality of your password and other information related to the security of your account; (iii) to maintain and promptly update the Registration Data and any other information you provide to Cortex, to keep such information accurate, current and complete; and (iv) to be fully responsible for all use of your account and for any actions that take place through your account.
If you use the Service on behalf of a company or other organization, you hereby represent and warrant that you are authorized to bind such company or organization to these Terms of Service and to act on behalf of such company with respect to any actions you take in connection with the Service. You agree to respond promptly and completely to requests from Cortex for additional information that Cortex deems necessary to determine your authority to act on behalf of a company or organization. In addition, Cortex may collect information from sources other than you and may take other actions to confirm your authority to act on behalf of a company or organization in connection with the Service. Cortex may suspend or terminate your access to the Service and your account if Cortex has reason to believe that you are not authorized to act on behalf of a company or organization for whom you claim to be acting in connection with the Services.
Your use of the Service is subject to the timely payment of monthly subscriptions fees on a brand-by-brand basis for each month that you use the Service (“Fees”). Cortex shall provide a quote for Fees applicable to each of your brands. By accessing and using the Service, you agree to timely pay any and all Cortex invoices reflecting quoted Fees, including any modifications to the amount of Fees that may be communicated to you by Cortex prior to the start of any billing month for the Service. Increases in Fees may reflect, by way of example and not limitation, access to increased functionality within the Service. If any Fees modified from the initial quote are unacceptable to you, you must cease your use of the Service upon the beginning of the billing cycle for which you refused increased fees and notify Cortex immediately, and all of the licenses under these Terms of Service shall immediately terminate. You acknowledge and agree that Cortex may store your credit card information and automatically charge your credit card for the Services until you cancel, and you agree to update your credit card information promptly by notifying Cortex at email@example.com if it changes during your use of the Services.
Cortex may charge Users interest on any payments that are not paid when due hereunder (for example, because of declined credit card that was not updated) at the rate of one and a half percent (1.5%) per month from the date such payments were due. Cortex may suspend or terminate a User’s access to the Service if such User fails to pay Cortex any fees in the time periods required hereunder.
This Service is intended solely for users who are 18 years of age or older. Any registrationby, use of or access to the Service by anyone under 18 is unauthorized and in violation of these Terms of Service. By using the Service, you represent and warrant that you are 18 years of age or older.
The Service is a business-to-business solution. In connection with your use of the Service,you consent to the collection and use of usage, account, and other similar items of technical or personal information gathered by Cortex in connection with the conduct of Cortex’s business, whether such information reflects your organization or you as a user.
Proprietary Rights in Service Content; Limited License
All content available through the Service, including designs, text, graphics, images, video, information, software, audio and other files, and their selection and arrangement (the “Service Content”), are the proprietary property of Cortex, its affiliates, its users or its licensors. No Service Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, other than as expressly permitted in these Terms of Service. Cortex makes some Service Content available for extraction by you in reports (“Reports”). Authorized Users may access and use the Service and the Service Content and export, download or print Reports to which the User has properly gained access solely for the User’s company’s internal use, provided that the User maintains all copyright or other proprietary notices on all Reports. Neither you nor your company may not publish or otherwise distribute Reports, including via the Internet or any intranet or extranet site, or incorporate the Service Content in any other database or compilation except within the organization on whose behalf you are using the Service. You may not use any data mining, robots, scraping or similar data gathering or extraction methods to obtain Service Content. Any use of the Service Content other than as specifically authorized herein is prohibited and will automatically terminate your rights with respect to use of the Service and the Service Content granted herein. All rights of Cortex or its licensors that are not expressly granted in these Terms of Service are reserved to Cortex and its licensors.
You hereby grant Cortex permission to collect, access, use, transmit and store your login credentials to facilitate administration of the Service.
You hereby grant Cortex and the Service permission to access information about online pages and profiles maintained by your brand, including without limitation content displayed on third party platforms (“Brand Pages”). In connection with this grant you acknowledge and agree that the Service will gain administrator access to, consult, and gather data from the Brand Pages. This grant is in effect for as long as you are a subscriber of the Service, and the Service will not request login credentials for Brand Pages more than once except in unusual circumstances.
The content on the Service is generated using proprietary software that incorporates the Facebook API, Twitter API, Instagram API, and other similar mechanisms to access publicly available information (“Platform Content”) and builds such Platform Content into reports and functionalities that may be useful to your business. Cortex does not independently verify the accuracy or timeliness of such Platform Content and makes no representations or warranties with respect thereto. Cortex shall have no responsibility for continuing functionality of the Service in the event a third party (including without limitation, Facebook, Twitter, Pinterest, and Instagram), alters the functionality of or guidelines and/or rules governing use of such third party’s platforms or APIs (“Third Party Changes”). User acknowledges and agrees that Third Party Changes may cause the Service to cease to function and that Cortex shall have no liability to you or the company you represent for any such interruption or cessation of functionality of the Service.
You hereby consent to the processing and storage of data generated or collected by the Service on public cloud servers.
“Cortex Automation” and other Cortex graphics, logos, designs, page headers, button icons, scripts and service names are the trademarks, trademarks or trade dress of Cortex in the U.S. and other countries. You may not use Cortex’s trademarks and trade dress, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion or create the impression that Cortex endorses any product or service. You may not reproduce or use Cortex’s trademarks or trade dress without the prior written permission of Cortex.
You acknowledge and agree on behalf of your company that Cortex may use your company’s name or logo to market Cortex products or services, including without limitation to publicize that you and/or your company are users of Cortex Services.
You represent and warrant that you have any and all rights to access parts of the Service related to any brand Reports, interfaces, or pages that you have or have attempted to access.
You agree not to do any of the following in connection with your use of the Service:
Third Party Websites and Content
The Service may direct you to third party web sites (“Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, sound, video, information, and other content or items belonging to or originating from third parties (the “Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Service or any Third Party Content posted on, or available through, the Service, including without limitation the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of, linking to or permitting the use of any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by Cortex. If you decide to leave the Service and access the Third Party Sites or to access or use any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Service or relating to any applications you use or install from the Service.
The Service may be temporarily unavailable from time to time for maintenance or other reasons. Cortex shall have no responsibility for any interruption, delay in operation or transmission, theft or destruction of, unauthorized access to, or alteration of, User communications or any other content made available via the Service. Under no circumstances will Cortex be responsible for any personal injury or death resulting from the use of the Service, any User Content or Third Party Content, or any use of products or services provided by Users.
THE SERVICE, INCLUDING ALL CONTENT THEREIN, IS PROVIDED “AS IS” AND CORTEX DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT. CORTEX CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. CORTEX DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE OR THE SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE, OR ITS SERVERS, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE FROM OR THROUGH THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.
Limitation on Liability
IN NO EVENT WILL CORTEX OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICE, OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE, EVEN IF CORTEX IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, CORTEX‘S LIABILITY TO YOU OR ANY PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO CORTEX FOR THE SERVICE IN THE 12 MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.
Cortex may terminate or suspend your account or ability to use the Service, in whole or in part, without notice as specified in this Terms of Service and in the event that (i) you fail to pay any fees due hereunder to Cortex when due, or (ii) you violate the Terms of Service or violate any other rules that govern the use of the Service.
Cortex may modify the Service, and all content, software and other items used or contained in the Service, at any time. References on the Service to any companies, organizations, products, or services, or other information do not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Cortex.
Governing Law; Venue and Jurisdiction
The laws of the State of Massachusetts will govern these Terms of Service and any dispute that might arise between you and Cortex. You agree that any claim or dispute you may have against Cortex shall be resolved by a federal or state court located in Boston, Massachusetts. You agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims or disputes and you hereby waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to such courts.
You agree to indemnify and hold Cortex harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with your use of the Service, your access to brands, interfaces, or portions of the Service without the permission of the company on whose behalf you are using the Service, your interactions with other Users of the Service, or any violation of these Terms of Service or of any law or the rights of any third party.
These Terms of Service constitute the entire agreement between you and Cortex regarding the use of the Service and supersede any prior agreements between you and Cortex relating to your use of the Service. The failure of Cortex to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Service is determined to be unlawful, void or for any reason unenforceable, such determination shall not affect the validity and enforceability of any of the remaining provisions.
Last revised June 3, 2016
© 2016 Cortex Automation Inc.