#1. Agreement to These Terms
1.1 These Terms of Service (“Terms”) are an agreement between Coggno Inc. (“Coggno,” “we,” “us”) and you. They cover coggno.com, app.coggno.com, our apps and related services (the “Service”).
1.2 By creating an account, placing an order or using the Service, you accept these Terms. If you accept them for a company or other organization, you confirm you have authority to bind it, and “you” includes that organization.
1.3 You must be at least 18 to create an account or buy on the Service. Learners under 18 may use the Service only when a Customer assigns them training.
1.4 If your organization has signed an order form or master agreement with Coggno, that document controls where it conflicts with these Terms.
1.5 Our Privacy Policy explains how we handle personal information. For business Customers, our Data Processing Agreement is part of these Terms.
#2. Definitions
- Customer: an organization that uses the Service to train its people.
- Administrator: a user a Customer authorizes to manage its account.
- Learner: a person who takes training on the Service.
- Author: a user who creates courses and lists them for sale on the Course Marketplace.
- Content: courses, documents, videos, exams, questions, surveys, reviews and other material.
- Your Content: Content that you or your users upload to the Service.
- Subscription: a paid plan that renews for successive terms.
- Fees: amounts payable for Subscriptions, courses, licenses or other services.
#3. Your Account
3.1 Keep your sign-in details confidential. You’re responsible for activity under your account and for the users you invite.
3.2 Give us accurate account and billing information and keep it current.
3.3 Tell us right away at [email protected] if you suspect someone else is using your account.
3.4 Each license or seat is for the person it is assigned to. Don’t share sign-ins, or reassign a license except where the Service allows it.
#4. Using the Service
4.1 License. While you comply with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for your personal or internal business purposes.
4.2 Restrictions. You will not:
- copy, modify, distribute, sell or create derivative works of Content you don’t own, except as these Terms allow;
- frame or mirror the Service;
- reverse engineer or decompile the Service or our apps, except where the law allows it despite this limit;
- access the Service by automated means, except through features or APIs we provide;
- interfere with the Service’s security or performance;
- use the Service to build a competing product; or
- use the Service in violation of the law or our Content Policy.
4.3 Changes to the Service. We may change, add or remove features.
4.4 Apps. If you download a Coggno app, these Terms apply to it, along with the rules of the app store you got it from.
#5. Subscriptions, Renewal and Cancellation
5.1 Automatic renewal. Subscriptions renew automatically at the end of each term for the same length of term, for example one year, until you cancel. We charge the payment method on file at the then-current price plus applicable taxes.
5.2 Price changes. We’ll tell you about a price increase before it applies, and you can cancel before it takes effect.
5.3 Cancellation. You can cancel anytime. Cancelling stops future renewals; access continues to the end of the paid term.
5.4 No partial refunds. We don’t refund or credit partial terms, unused seats or downgrades, except where the law requires it. Downgrading can remove features or capacity, so export anything you need first.
5.5 Adding and removing seats. Seats added during a term are charged at the full per-seat price. Seat reductions take effect at the next renewal.
5.6 Taxes. Prices don’t include taxes. We charge applicable sales and similar taxes, so the tax on a renewal can differ from the first charge.
5.7 Late payment. If a payment fails, we may suspend access after notice until the balance is paid.
#6. Course Purchases and Refunds
Courses and licenses are delivered to your LMS as soon as you buy them. Purchases are final, except where the law requires a refund.
#7. Marketplace Authors
7.1 Listing courses. Authors may list courses for sale. Listings must follow our Content Policy and any listing standards we publish.
7.2 Revenue share and payouts. Authors receive the share of sales and the payout schedule stated in their Author agreement with Coggno. We may hold payouts to cover refunds, chargebacks or suspected fraud.
7.3 Removing courses. You can unpublish your courses at any time. Courses already sold stay available to buyers for the term of their license.
7.4 Non-circumvention. For 12 months after a customer first buys an Author’s course through the Marketplace, the Author won’t ask that customer to buy the same course outside Coggno to avoid Coggno’s fees.
#8. Your Content
8.1 You own it. You keep all rights in Your Content.
8.2 License to Coggno. You grant Coggno a worldwide, non-exclusive, royalty-free license to host, store, copy, reformat, transmit, display and distribute Your Content only to operate, provide and improve the Service, including delivering it to the learners and buyers you choose. This license ends when you delete Your Content, except for copies already licensed to buyers, copies kept in backups for a limited time, and copies the law requires us to keep.
8.3 Your promises. You confirm that you own or have the rights to Your Content, including any exams, questions and media, and that it doesn’t break the law, our Content Policy or anyone’s rights. You’re responsible for Your Content.
8.4 Our review. We don’t review all Content before it’s published. We may remove or disable Content that breaks these Terms or our Content Policy, or when the law requires.
8.5 Compliance claims. If your course says it meets a legal or regulatory training requirement, you’re responsible for that claim being accurate and current.
8.6 Publicity. We may list your organization’s name and logo as a Customer. To opt out, email [email protected].
8.7 Feedback. If you send us ideas or suggestions, we may use them without any obligation to you.
#9. Copyright Complaints
We respond to notices of claimed copyright infringement under the Digital Millennium Copyright Act, and we close the accounts of repeat infringers in appropriate circumstances. See Copyright Complaints in our Content Policy.
#10. Third-Party Services
The Service works with services we don’t control, such as our payment processor, HR systems and other learning management systems. Their terms govern your use of them, and we aren’t responsible for them.
#11. Disclaimers
THE SERVICE AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT THE LAW ALLOWS, COGGNO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DON’T WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
COURSES ARE TRAINING TOOLS. COMPLETING A COURSE DOES NOT BY ITSELF MEAN THAT AN ORGANIZATION MEETS ANY LEGAL OR REGULATORY REQUIREMENT.
#12. Limitation of Liability
12.1 TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER COGGNO NOR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICE.
12.2 OUR TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE WON’T EXCEED THE GREATER OF THE FEES YOU PAID COGGNO IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR US$100.
12.3 These limits apply under any theory of liability, even if we were told the damages were possible. They don’t limit liability that can’t be limited by law.
#13. Indemnification
You will defend, indemnify and hold harmless Coggno and its affiliates, officers, employees and agents from claims, damages, losses and expenses, including reasonable attorneys’ fees, arising from Your Content, your use of the Service in breach of these Terms, or your violation of the law or anyone’s rights. We may take over the defense of any such claim at our own expense, and you will cooperate with us.
#14. Suspension and Termination
14.1 By you. You can stop using the Service and cancel at any time (Section 5.3).
14.2 By us. We may suspend or end your access if you materially breach these Terms, don’t pay, create risk or legal exposure for Coggno or others, or if the law requires it. Where practical, we’ll give you notice first.
14.3 What happens next. When your account ends, your right to use the Service ends. Export any records you need before your account ends. We delete data as our Privacy Policy and Data Processing Agreement describe. Sections 7.2, 7.4, 8.7 and 11 to 15 survive.
#15. Governing Law and Disputes
California law and applicable U.S. federal law govern these Terms, without regard to conflict-of-laws rules. Any dispute will be brought only in the state courts in Santa Clara County, California, or the United States District Court for the Northern District of California, and you and Coggno consent to their jurisdiction.
#16. Changes to These Terms
We may update these Terms. We’ll post the new version with a new date at the top, and for material changes we’ll notify you by email or in the Service before they take effect. If you keep using the Service after the effective date, the new Terms apply. If you don’t agree, cancel before then.
#17. General
- Entire agreement. These Terms, the policies they reference and any order form are the entire agreement on this subject.
- Assignment. You may not assign these Terms without our written consent. We may assign them as part of a merger, acquisition or sale of assets.
- No waiver. If we don’t enforce a provision, we haven’t waived it.
- Severability. If a provision is unenforceable, the rest of these Terms still apply.
- Notices. We send notices to the email on your account. Send notices to us at [email protected] and Coggno Inc., 1165 Lincoln Ave Suite #150-8658, San Jose, CA 95125, United States.
- Events beyond our control. We aren’t liable for delays or failures caused by events outside our reasonable control.