Terms
Effective date: March 19, 2025
This End User License Agreement (the “EULA”) is a binding agreement between you (“End User” or “you”) and Cortico Corporation (“Cortico”) that governs your use of our website located at https://cortico.ai/ and its subdomains (collectively, the “Website”), any mobile applications(s) that we offer subject to this EULA (each, an “Application”), and the products, services, content, and other resources available on or enabled via our Website or Applications (collectively, the “Services”). If an entity with which you are associated (e.g., your employer, university, or student group) (the “Cortico Partner”) is administering a program that is utilizing the Services and is responsible for the content and data associated with such program, and has a direct agreement with Cortico that provides for your access to and use of the Services (such entity, a “Cortico Partner” and such agreement, a “Partner Agreement”), such Partner Agreement will control in the event of any conflict with this EULA.
BY CLICKING THE “I AGREE” BUTTON, DOWNLOADING, INSTALLING, AND/OR USING THE APPLICATION, BROWSING THE WEBSITE, COMPLETING THE ACCOUNT REGISTRATION PROCESS, OR BY ACCESSING OR USING THE SERVICES IN ANY WAY, YOU: (i) REPRESENT AND WARRANT THAT (a) YOU HAVE PERSONALLY BEEN GRANTED ACCESS TO THE SERVICES BY A CORTICO PARTNER (“AUTHORIZED” OR AN “AUTHORIZATION”) PURSUANT TO AN AGREEMENT BETWEEN YOU AND SUCH CORTICO PARTNER (THE “USER AGREEMENT”), (b) YOU ARE AN INDIVIDUAL OF LEGAL AGE TO FORM A BINDING CONTRACT; AND (c) YOU ARE NOT BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; (ii) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS EULA; AND (iii) ACCEPT THIS EULA AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF ANY OF THE FOREGOING STATEMENTS IS NOT TRUE OR ACCURATE, YOU MAY NOT DOWNLOAD OR INSTALL THE APPLICATION OR USE THE SERVICES OR ANY PART OR FEATURE THEREOF.
Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions that Cortico may present to you from time to time (“Additional Terms”), and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.
If you have any questions, comments, or concerns regarding this EULA or the Services, please contact us at:Email: help@cortico.ai
Phone: 617-404-9812
Address: 68 Harrison Ave STE 605 PMB #83158 Boston, MA 02111
Cortico is excited for you to use the Services and provides you with the following rights to make that possible. Subject to the terms of this EULA and a valid Authorization, Cortico grants you a limited, non-exclusive, non-sublicensable, and non-transferable license to (i) access the Services only for your personal non-commercial use; and (ii) copy the Application, for the purpose of downloading, installing, and executing one copy of the Application on a mobile device owned or otherwise controlled by you or the Cortico Partner for the purpose of accessing and using the elements of the Services to which you have been Authorized on that mobile device, strictly in accordance with this EULA, the User Agreement, and any Application documentation provided or made available by Cortico.
Your rights to download the Application and access the Services are limited by the following restrictions. You shall not, unless otherwise authorized by Cortico, in writing: (a) license, sublicense, sell, rent, lease, transfer, assign, distribute, host, or otherwise make available or commercially exploit the Services, in whole or in part; (b) modify, translate, adapt, or make derivative works of the Services, in whole or in part; (c) disassemble, decompile, decode, reverse compile, reverse engineer, or otherwise attempt to derive or gain access to the source code of any part of the Services; (d) access any part of the Services in order to build a similar or competitive product, service, or application, or publish any performance, or any benchmark test or analysis relating to the Services; (e) except as expressly stated in this EULA, copy, reproduce, republish, display, post, or transmit the Services, in whole or in part, in any form or by any means; (f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices contained on or in the Services or any copy thereof; or (g) remove, disable, circumvent, or otherwise create or implement any workaround to any security features in or protecting the Services.
You agree that the Services are provided under a license, and not sold, to you. You do not acquire any ownership interest in the Services under this EULA, or any other rights in the Services other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this EULA. Cortico and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights relating the Services, except as expressly granted to you in this EULA. If you provide us with any feedback or suggestions regarding the Services (“Feedback”), you hereby grant Cortico an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use the Feedback for any purpose without any obligation or compensation.
If you access or download the Application from the Apple App Store (an “Apple App Store Sourced Application”), you may only use the Apple App Store Sourced Application (y) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (z) as permitted by the “Usage Rules” provided in the Apple Media Terms of Service, except that such Apple App Store Sourced Application may be accessed, acquired, and used by other accounts associated with you via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function. Notwithstanding the license granted above, if you access or download the Application from the Google Play store (a “Google Play Store Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
The following terms apply to any Apple App Store Sourced Application:
Cortico Partners are responsible for making clear to you when Conversation Records take place, both before and during a Conversation (e.g., with prominent language, in-room guidance, etc.). You hereby consent to Cortico, and the Cortico Partners, facilitating, recording, and transcribing your contributions to the Conversations and creating the Recordings and Clips based thereon.
The goal of Cortico is to help you hear and be heard using a thoughtful, structured process and tools for curation, collective analysis / “sensemaking”, and playback. Cortico is not designed to keep discussions strictly confidential.
In some cases, you may have the ability to control how the Cortico Partner may share Conversation Records, Clips, and Other Outputs related to the Conversations that you took part in or comments you have made via the Services. If you select that such Conversation Records, Clips, and Other Outputs or comments may be made “public”, or if the Cortico Partner does not provide such options, the applicable Conversation Records, Clips, and Other Outputs or comments will be attributed to you and could be made available to other Cortico users, to members of the media / the press, or to any third party (including the general public), both during the term of this EULA or any time in after its termination or expiration. You may distribute content from the service through the use of service-provided content when that distribution is consistent with the policies of the program you participate in.
It is the responsibility of the Cortico Partner to make its data and sharing policies clear, including your options under such policies, and to make such policies consistent with applicable data privacy laws. The Cortico Partner must obtain your consent regarding its use of your Conversation Records, Clips, comments, or Other Outputs under the User Agreement – and it is your responsibility to understand and agree (or not) to the User Agreement before participating.
Cortico Partners may leverage the third-party AI Tools made available via the Services to assist in the transcription and the Sensemaking (as defined below) phases of a Conversation. You acknowledge and agree that Cortico may share the Conversation Records with the third-party providers of the AI Tools for this purpose and at the direction of the Cortico Partner, and that the Cortico Partner is solely responsible for the use of the AI Tools. Between you and Cortico, you assume all risks associated with the Cortico Partner’s use of such AI Tools. You accept that, as AI Tools utilize artificial intelligence technology, such features may provide output that is inaccurate or inappropriate as a response to the Recording, including by mischaracterizing portions of the Conversation and the context thereof. You agree that Cortico shall have no responsibility or liability arising from the provision of inaccurate or inappropriate output or any decisions made by you, the Cortico Partner, or any third party in reliance on such output, and that such decisions are made by each such party at its own risk. You agree that Cortico shall have no responsibility or liability arising from any use, storage, data breach, or deletion of the Conversation Records by the providers of the AI Tools.
“Sensemaking” is a human-led process that leverages AI Tools – rather than exclusively relying on them – to derive meaning from Conversation Records at scale. This enables collective analysis of Conversation Records by its participants and/or Cortico Partner project facilitators, with an assist from AI.
Cortico uses only third-party AI Tools that offer data segmentation – that promise to prevent commingling of the data submitted by Cortico, potentially including your Conversation Records, with any other users’ or companies’ data.
Cortico also requires Cortico Partners not to use any third-party software or services that commingle any end users’ personal data with third-party data. As noted above, Cortico Partners are ultimately responsible for their users’ data and for ensuring that their users understand how their data is used in any given Cortico program, project, or Conversation.
Any information, data, text, software, sound, photographs, graphics, video, messages, tags and/or other materials that you post, upload, share, store, or otherwise make available to Cortico and/or the Services, including but not limited to your contributions to the Recordings, is your “User Submission.”
Some User Submissions may be viewable by or otherwise accessible to other users subject to the specific policies of the Cortico Partner.
You are solely responsible for your User Submissions. You agree that all User Submissions submitted by you will be in compliance with all applicable laws, rules, and regulations, as well as this EULA and the User Agreement of the Cortico Partner. Similarly, the content available through the Services (the “Content”) is the responsibility of the party, including other end users and Cortico Partners, that made such Content available via the Services, and you access all such Content at your own risk. We cannot control and have no duty to take any action regarding how you, the Cortico Partner, or any other person may interpret and use the Content, including your User Submissions, Clips, or Recordings, or any actions such parties may take as a result of having been exposed to the Content, and you hereby agree that Cortico will not be held liable to you, or any third party for the Content, any errors or omissions in the Content, for any damages or loss you might suffer in connection with the Content, or for your, the Cortico Partner’s, or any other person’s use thereof, or any interactions you may have with such parties.
You hereby represent and warrant you own and/or have all rights necessary to provide all your User Submissions in connection with the Services, in the manner in which you contribute it, and to grant all licenses set forth in this EULA.
Who “owns” your User Submissions will be determined by the User Agreement. Some companies or organizations, for example, may require that such ownership over the User Submissions is transferred to them. Other organizations may go out of their way not to assert ownership over their end users’ work-product, under certain circumstances. Whatever your specific arrangement regarding the ownership of your User Submissions with the Cortico Partner, to the extent you own or control rights in your User Submissions, you hereby grant Cortico a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display, and derive revenue or other remuneration from your User Submissions, in whole or in part, for the purposes of (a) operating the Services and providing the Services to you, the Cortico Partner, and our other end users, (b) creating insights and aggregated data, and (c) improving the Services. You acknowledge and agree that Cortico may share the Recordings and Clips with the Cortico Partner for all purposes agreed to in the Partner Agreement.
Cortico may use automatic means (including, for example, cookies and web beacons) to collect information about your mobile device and about your use of the Application. Any such information Application is subject to our Privacy Policy, which is incorporated into this EULA by reference.
For the avoidance of doubt, if a third party, including a Cortico Partner, grants Cortico any rights that it may have in a recording of your voice, or other material, nothing in this EULA shall prevent or limit Cortico’s rights acquired under such license.
You hereby waive any preference not to be identified as having created any User Submissions unless you choose to delete or redact your User Submissions or opt, on a case-by-case basis, not to be attributed.
A key element of any Cortico Service is maintaining mutual respect among participants for each other’s preferences, and the Cortico Partner’s preferences, for sharing, or restricting, expression.
While the Services are intended to facilitate hearing and being heard and to encourage sharing of expression – as opposed to keeping things confidential – some features of the Services include different levels of sharing or restriction of communications.
Cortico Partners may, for example, specify that end user comments, Conversation records, and Clips require certain consents prior to being shared beyond the original Conversation group or other set of end users. You agree to comply with any restrictions on sharing the Recordings, Clips, and any User Submissions of other end users set forth either in the User Agreement or on the Services.
Of course, all Cortico participants must honor and abide by all applicable laws and regulations as well, and you hereby agree to do so in your use of the Services.
Cortico is designed to help its end users and Cortico Partners hear and be heard – to facilitate constructive conversations that result not only in new levels of understanding, but also concrete outputs in the form of transcripts, audio recordings, audio highlights, audio medleys, qualitative and quantitative data insights, etc. – archives and compilations of expression that can be played back, reviewed, studied, and shared within the organization and, depending on the Cortico Partner program, with the general public.
As such, Cortico Partners may independently or together exercise total discretion in featuring or promoting some forms of expression over the Services while potentially restricting or removing other uses of the Service.
Cortico encourages, and features and promotes, the following forms of expression (note, however, that the applicable Cortico Partner’s preferences may vary):
Cortico typically discourages the following forms of expression – and thus they would likely either be excluded from the featured Clips of a session or deleted:
Certain forms of expression via the Services are categorically prohibited and could result in suspension or termination of your access to the Services. You represent, warrant, and agree that you will not make available any User Submission or otherwise use the Services in a manner that:
Cortico reserves the right to review or remove any Content, including your User Submissions, from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed Content in violation of this EULA), in our sole discretion, and without notice. At the same time, we do not necessarily review Content on the Services nor have any obligation to do so.
You may be required to register for an account on the Services (an “Account”), select a password and user name (“Cortico User ID”), and provide us with certain information or data during such registration in order to access the Services. You agree to provide us with accurate, complete, and updated registration information about yourself and to keep such information current and accurate. You may not select as your Cortico User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your Account to anyone else, or allow anyone else to use your Account at any time, including without limitation on your own device(s), without our prior written permission.
You will only use the Services for your internal non-commercial use, in a manner consistent with the User Agreement and Authorization, and not on behalf of or for the benefit of any other third party, unless otherwise expressly agreed to by Cortico in writing.
You will not share your Cortico User ID, Account or password with anyone, and agree to protect the security of your Cortico User ID, Account, password and any other access tools or credentials. You’re responsible for any activity associated with your Cortico User ID and Account. Your Account and Cortico User ID may be subject to additional terms per the User Agreement.
Above we set out how Cortico Partners use Cortico’s services to encourage and foster constructive conversations. To make that happen, Cortico and Cortico Partners gather some information from or about you. Cortico will use all Personal Data in compliance with our Privacy Policy. Cortico Partners are not bound by Cortico’s Privacy Policy and may use any Personal Data provided to them by you, Cortico, or third parties in other ways. Cortico is not responsible for the use of your Personal Data by the Cortico Partners or anyone else. In this context, “Personal Data” means any information that identifies or relates to a particular individual or that is otherwise defined as “personal data”, “personally identifiable information” or “personal information” under data privacy laws, rules or regulations applicable to us.
The Children’s Online Privacy Protection Act requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13). We do not knowingly collect or solicit personally identifiable information from children under thirteen (13); if you are a child under thirteen (13), you may not attempt to register an Account, or otherwise use the Services, or send us any Personal Data. If we learn we have collected personal information from a child under thirteen (13), we will promptly delete that information. If you believe that a child under thirteen (13) may have provided us personal information, please contact us at help@cortico.ai.
How we protect you from certain Content
Cortico prohibits and uses various processes and tools to detect, identify, and remove or disable access to Content that is illegal (“Illegal Content”) and certain Content that sexually exploits, endangers, facilitates the exploitation or abuse of children, or is otherwise harmful to children (“Harmful Content”), including child sexual abuse material (“CSAM”) and child sexual abuse and exploitation (“CSAE”). This may include human review, automated review, or a combination of both and reporting of any Illegal Content or Harmful Content to the appropriate authorities.
In order to protect our End Users and to mitigate the risks associated with Illegal Content and/or Harmful Content, and having regard to our End Users’ right to freedom of expression and privacy rights:
[a] We expressly prohibit End Users from including Illegal Content and/or Harmful Content within their User Submissions;
[b] We minimize the length of time for which Illegal Content and/or Harmful Content is present on the Services by allowing partners and users to report content to our help desk. Our help desk team prioritizes responses to reported content, ensuring timely review and appropriate action.;
[c] Where we receive a complaint, are alerted to, or otherwise become aware of Illegal Content and/or Harmful Content on the Services, we swiftly take down such Content; and
[d] Where it is proportionate to do so, we disable the End User’s access to the Services and/or we delete the End User’s Account.
Complaints
What Content and behaviours you should report. You can report or complain about the following Content and behaviours:
[a] Content you consider to be illegal;
[b] Content accessible to children that you consider harmful to children;
[c] where you think our content reporting systems and processes do not easily let End Users report Content they believe to be illegal and Content they believe to be harmful to children and that is accessible to children;
[d] when you think we have insufficiently considered the importance of protecting End Users’ rights to freedom of expression or privacy;
[e] where your User Submission has been taken down on the basis that it is illegal and/or harmful to children;
[f] where we have given you a warning, suspended, banned or restricted you in any way as a result of your User Submission which we consider to be illegal and/or harmful to children; where you are unable to access Content because we have incorrectly assessed your age; and
[g] where technology owned and operated by Cortico results in your User Submission being taken down, access-restricted or deprioritised and you think the technology has been used in a way not set out in this EULA.
How to make a complaint. Should you have any complaints about the Services or wish to report Content, including Illegal Content or Harmful Content, please contact us providing clear details of the complaint at help@cortico.ai or via the Report Content/User function in the Application. We will use reasonable efforts to respond to your complaint as soon as possible. If you encounter CSAE, CSAM, or other Harmful Content and believe that a child may be in danger, please report this and contact your local law enforcement immediately. We report all such Harmful Content to the National Center for Missing & Exploited Children.
Monitoring of the Services and Removal of Content
Cortico may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Services and/or Content, including User Submissions, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of your User Submissions, including without limitation chat, text, or voice communications.
Without limiting the foregoing, Cortico reserves the right to: (a) remove or refuse to post any of your User Submissions for any or no reason in our sole discretion; (b) take any action with respect to any of your User Submissions that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this EULA, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for Cortico; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Services or if Cortico otherwise believes that criminal activity has occurred; and/or (e) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of this EULA. Upon determination of any possible violations by you of any provision of this EULA, Cortico, may, at its sole discretion immediately terminate your license to use the Services, or change, alter or remove your User Submissions, in whole or in part, without prior notice to you.
If Cortico believes that criminal activity has occurred, Cortico reserves the right to, except to the extent prohibited by applicable law, disclose any Content, including your User Submissions, in Cortico’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this EULA, (iii) respond to any claims that your User Submissions violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of Cortico, its users or the public, and all enforcement or other government officials, as Cortico in its sole discretion believes to be necessary or appropriate.”
As part of the Services, you may receive electronic communications through the Services and via email and SMS text messages, including messages that Cortico sends you. Shortly after signing up for text messages from Cortico (“Texts”), you will receive a welcome message and instructions on how to stop receiving messages. By signing up for Texts and providing us with your wireless number, you confirm that you authorize Cortico to send you information that we think may be of interest to you, which may include Cortico using automated dialing technology to Text you at the wireless number you provided, you agree to receive such communications from Cortico, and you represent and warrant that you are authorized to receive Texts at such number. We do not charge for Texts, but you are responsible for all charges and fees associated with mobile messaging imposed by your wireless carrier and you acknowledge that your carrier may charge you or deduct usage credit from your account when you message us or we send messages to you. Message and data rates may apply. Texts may not be available in all areas or supported by all carriers or all devices. Check with your carrier for details. Delivery of Texts is subject to effective transmission from your wireless carrier/network operator and is outside of our control. We are not liable for any failed, delayed or undelivered Texts. If you decide to change your mobile phone number, you agree to first opt out of the Text program in which your number is enrolled.
Cortico is committed to respecting the rights of others. In an effort to protect such rights, it is our policy when we receive notices of infringement of copyright, trademark, or other intellectual property rights through the Services to (i) block access to or remove material that we believe in good faith to be infringing, and (ii) terminate the Account of any end user who repeatedly infringes such rights.
If you believe that Content residing on or accessible through the Services infringes your copyright, trademark, or other intellectual property right (or the right of someone whom you are authorized to act on behalf of), please send a notice of such infringement containing the following information to Cortico’s designated agent to receive notification of claimed infringement (our “Designated Agent,”) whose contact details are listed below:
Upon receipt of a proper notice of intellectual property infringement, we reserve the right to:
If you, as a Content provider, believe that the User Submission or other Content provided by you that was removed, or to which access was disabled, per the foregoing section is not infringing, or that you have the right to post and use such Content either from the owner, the owner’s agent, or, pursuant to the law, you may send us a counter-notice containing the following information to the Designated Agent:
If a counter-notice is received by the Designated Agent, Cortico may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Cortico may replace the removed Content or cease disabling it in ten (10) business days. Unless the owner files an action seeking a court order against the Content provider accused of committing infringement, the removed material may be replaced or access to it restored in ten (10) business days or more after receipt of the counter-notice, at Cortico’s discretion.
Please contact Cortico’s Designated Agent at the following address:
Cortico Corporation
Attn: DMCA Team
177 Huntington Ave Ste 1703 #83158 Boston, MA 02115
Cortico currently offers the Services for free to end users. However, the Cortico Partner may impose certain payment obligations on you which effect your Authorization. We reserve the right to charge for certain or all Services in the future. We will notify you before any Services that you are then using begin carrying a fee, and, if you wish to continue using such Services, you must pay all applicable fees for such Services. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Cortico may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit.
You’re free to close your Account at any time by contacting us at help@cortico.ai; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after your access to our Services has been terminated.
Cortico is also free to terminate (or suspend) your access to the Services or your Account for any reason in our discretion, including your breach of this EULA or any other Cortico policy. Cortico has the sole right to decide whether you are in violation of any of the restrictions set forth in this EULA.
Account termination may result in deletion or destruction of any User Submissions associated with your Account, so keep that in mind before you decide to terminate your Account. We will try to provide advance notice to you prior to our terminating your Account so that you are able to retrieve any important User Submissions you may have stored in your Account (to the extent allowed by law and this EULA), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Cortico.
If you have deleted your Account by mistake, contact us immediately at help@cortico.ai – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
The term of this EULA commences when you first accept the EULA as described in the Introduction and will continue in effect until terminated by you or us as set forth above in this section. Provisions that, by their nature, should survive termination of EULA shall survive termination. By way of example, all of the following will survive termination: the license you grant us to your User Submissions, the sections titled “Cortico Partners’ Discretion Regarding Content Moderation”, “Warranty Disclaimer”, “Limitation of Liability”, “Indemnity”, “Choice of Law”, “Notice”, and “Miscellaneous”, the section titled “Receiving Information and Communications from Cortico and Cortico Partners” (while you are enrolled in the Text program), any terms regarding ownership of intellectual property rights, the terms regarding disputes between us, and this paragraph.
We are constantly trying to improve our Services, so this EULA may need to change along with the Services, and we reserve the right to make any changes to the EULA. When changes to the EULA are made, we will make a new copy available on the Services, and we will also update the “as of” date at the top of this EULA. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this EULA to you at the email address associated with your Account. Unless otherwise stated in such update, any changes to this EULA will be effective immediately upon posting. Cortico may require you to provide consent to the updated EULA in a specified manner before further use of the Services is permitted. If you don’t agree with the new EULA, you are free to reject it; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the EULA is effective, that means you agree to all the changes. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU MUST STOP USING THE SERVICES.
We may, in our sole discretion, suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We reserve the right to remove any Content or User Submissions from the Services at any time, for any reason, in our sole discretion, and without notice.
Except for changes by us as described here, no other amendment or modification of this EULA will be effective unless in writing and signed by both you and us.
The Services may contain links or connections to third-party websites or services, or other third-party Content, that are not owned or controlled by Cortico (“Third-Party Material”). You acknowledge and agree that Cortico is not responsible for such Third-Party Material, including its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. When you access or use Third-Party Material, you accept that there are risks in doing so, and that Cortico is not responsible for such risks.
Cortico has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in connection with any Third-Party Material or by any third party that you interact with through the Services. In addition, Cortico will not and cannot monitor, verify, censor, or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize.
Warranty Disclaimer
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CORTICO AND ITS LICENSORS, SUPPLIERS, PARTNERS, PARENT, SUBSIDIARIES OR AFFILIATED ENTITIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (CORTICO AND ALL SUCH PARTIES TOGETHER, THE “CORTICO PARTIES”) EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES CONCERNING THE SERVICES, INCLUDING WITHOUT LIMITATION REGARDING ANY CONTENT CONTAINED IN OR ACCESSED THROUGH THE SERVICES, AND THE CORTICO PARTIES WILL NOT BE RESPONSIBLE OR LIABLE TO YOU, THE CORTICO PARTNER, IF ANY, OR ANY OTHER THIRD PARTY FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE SERVICES OR ANY CLAIMS, ACTIONS, SUITS PROCEDURES, COSTS, EXPENSES, DAMAGES OR LIABILITIES ARISING OUT OF USE OF, OR IN ANY WAY RELATED TO YOUR PARTICIPATION IN, THE SERVICES. THE CORTICO PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OF SERVICES OR PRODUCTS OFFERED OR PURCHASED THROUGH OR IN CONNECTION WITH THE SERVICES. THE SERVICES AND CONTENT ARE PROVIDED BY CORTICO (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS WITH ALL FAULTS AND DEFECTS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, CORTICO PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR WILL BE UNINTERRUPTED OR ERROR-FREE.
Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL ANY OF THE CORTICO PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR CORTICO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR (i) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (ii) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (iii) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (a) ONE-HUNDRED ($100) DOLLARS OR (b) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO CORTICO IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM OR (iv) ANY MATTER BEYOND OUR REASONABLE CONTROL.
Indemnity
You agree to indemnify and hold the Cortico Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (i) your use of the Services (including any actions taken by a third party using your Account), and (ii) your violation of this EULA. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your Account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of such Claims. You agree not to settle any indemnified matter without our prior written consent.
Assignment
You may not assign, delegate or transfer this EULA or your rights or obligations hereunder, or your Account, in any way (by operation of law or otherwise) without Cortico’s prior written consent. We may transfer, assign, or delegate this EULA and our rights and obligations without consent.
Choice of Law
This EULA is governed by and will be construed under applicable U.S. federal law and the laws of the Commonwealth of Massachusetts, without regard to the conflicts of laws provisions thereof. Any claim, suit, controversy, or cause of action arising under or relating to this EULA shall be brought in the state or federal courts located in Suffolk County, MA, and the parties agree to the exclusive personal jurisdiction of such courts.
Export Regulation
The Services may be subject to United States export control laws. You shall not, directly or indirectly, export, re-export, or release the Services to, or make them accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by any applicable law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the United States.
US Government Rights
The Services are commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US government or any contractor therefor, you receive only those rights with respect to the Services as are granted to all other end users under license, in accordance with (i) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (ii) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
Notice
You are responsible for providing Cortico with a current e-mail address. In the event that the last e-mail address you have provided to Cortico is not valid, or for any reason is not able to deliver any notices required/permitted by this EULA, Cortico’s sending of the e-mail containing such notice will still constitute effective notice. Any notice provided to Cortico pursuant to this Agreement should be sent to Cortico at the address provided in the Introduction. Such notice shall be deemed given when received by Cortico by letter delivered by a nationally recognized overnight delivery service or first class mail prepaid.
Miscellaneous
The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of such right and no waiver of any right shall be deemed a waiver of any further or future rights hereunder. Any waiver of rights under this EULA shall be effective only if made in writing and signed by a representative of each of us authorized to bind such party. If any provision of this EULA are found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be limited or eliminated, to the minimum extent necessary, so that this EULA shall otherwise remain in full force and effect and enforceable. You and Cortico agree that this EULA is the complete and exclusive statement of the mutual understanding between you and Cortico, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this EULA. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Cortico, and you do not have any authority of any kind to bind Cortico in any respect whatsoever.
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