Terms of Use & Service

Your use of the proprietary Cognem services offered at Cognem.com (the “Services”), is subject to these Terms of Service. In order to use the Services, you must agree to be bound by these Terms of Service (“Agreement”) with Cognem Inc., its subsidiaries as applicable, and/or its affiliates (collectively referred to as “Cognem”, “we”, “us”, and “our”). If you do not agree to all terms of this Agreement, you may not use the Services.

The Cognem General Privacy Notice and the Data Processing Agreement (DPA), are incorporated herein by reference. This Agreement governs your use of the Services however accessed, including via an internet browser, smartphone, tablet, or other internet-connected device.

By signing up for the Services on behalf of a customer of Cognem, you confirm that (a) you are duly authorized to represent the legal entity under which the customer operates and any affiliates of the customer who will be using the Services under the customer, (b) you accept the terms of this Agreement on behalf of such legal entity and its affiliates, and (c) any references to “you” in this Agreement refer to such legal entity, its affiliates, and all of the employees, consultants, and agents of those respective parties. You are responsible for all activity on the Services that occurs under your account.

1. The Service
   1. Cognem Inc. is proud to offer a comprehensive suite of HR solutions tailored to meet the diverse needs of businesses. Our CognemHCM, a key component of our offerings, provides a range of essential HR tools and features to streamline your people operations. In addition to the core service, we also offer Additional Services that you can subscribe to directly through Cognem.com. These Additional Services may come with specific terms and conditions, known as Additional Terms, which become part of our Agreement. If there is any conflict between the terms of this Agreement and any Additional Terms, the Additional Terms will take precedence for the relevant Additional Services. It’s important to note that any reference to the Service in this Agreement includes these Additional Services.
2. Term and Termination
   1. As a Cognem client, you’ll enjoy the benefits of our CognemHCM Service for as long as you maintain an active subscription or during any free trial period you choose to participate in. Your subscription begins on the specified start date upon completing the initial payment process and continues until terminated.
   2. Subscriptions automatically renew as described in Section 7 of our Agreement. If you decide to add new Cognem services or modules later on, each new service will commence on its designated start date and continue until terminated. If you need a separate instance of the Service for an affiliate, they must purchase their own subscription and accept this Agreement separately.
   3. Should you ever need to cancel your subscription, you can do so at any time by sending an email at [email protected] with the subject of ‘Cancel Cognem Account’. We understand that circumstances may change, and we want to make the process as smooth as possible for you.
   4. We’re committed to providing you with top-notch service, and part of that commitment involves maintaining the security and integrity of your data. In the event of termination, we’ll ensure that you have ample time to download any data stored in the BambooHR® Service before it’s permanently deleted. This ensures that you have the opportunity to retain important information even after your subscription ends.
3. Beta Service
   1. As part of our ongoing efforts to enhance our services, you may have the opportunity to participate in beta or early access programs, known as Beta Service. By opting into a Beta Service, you’ll gain access to new features and functionalities before they’re officially released. While participating in a Beta Service, we encourage you to provide feedback to help us improve the user experience. Your input is invaluable to us as we continue to refine and optimize our offerings.
4. Acceptance
   1. Your acceptance of our Agreement signifies your acknowledgment and acceptance of the Service “as-is.” Periodic updates may be released to improve functionality and address any issues, and your continued use of the Service indicates your acceptance of the most recent version. We value your feedback, so if you have any questions or concerns about the Service, please don’t hesitate to reach out to us.
5. Modification of Service or this Agreement
   1. As part of our commitment to continuous improvement, we may modify or update the Service or this Agreement from time to time. These modifications may be necessary to account for changes in laws, clarify terms, introduce new products or services, or address any abuse of the Service. We’ll notify you of any material modifications to this Agreement and ask for your agreement before implementing them. Your continued use of the Service after modifications become effective indicates your acceptance of the changes.
6. Usage Rights; Restrictions; Support
   1. Your usage rights are outlined in our Agreement, which grants you limited, non-transferable access to the Service for your internal business use. We’re here to support you every step of the way, offering basic support at no additional charge and upgraded support options for those who require additional assistance. Our commitment to privacy and security means that we maintain robust safeguards to protect your data and ensure compliance with applicable laws and regulations.
7. Payment Terms; Automatic Renewal
   1. Automatic Renewal: Your subscription to the Service renews automatically on a month-to-month basis. If you are paying by credit card, your credit card will be charged once a month for monthly subscriptions or at the time any prepayment has been depleted based on your number of employees and subscription to the Service. Cognem will email you a receipt when your card has been charged. If your card cannot be charged, Cognem will notify you, and you will need to update your payment information. In the event you do not update your payment information within 22 days of Cognem’s notice, your access to the Service may be suspended, and you will need to update your card information to resume use of the Service. There will be no refunds or credits for partial months of service.
   2. Pricing Adjustments: We may offer you certain discounts if you prepay your month-to-month subscription. If you cancel your subscription, or your subscription is suspended for nonpayment, before your prepayment has been depleted, we will refund any unearned prepayment fees. However, you will no longer qualify for a prepayment discount, and you will be charged the difference between the monthly and prepayment discount pricing for the number of months your subscription was active during a prepayment period. If you cancel only a portion of your subscription, you may still qualify for a prepayment discount, and the prepaid amounts attributed to that portion will be used against other services to which you have subscribed. If you receive a discount for subscribing to a bundled set of Services, you will maintain that discount for as long as you are actively subscribed to, and utilizing the bundled Services. If you terminate one of the bundled Services, you will no longer qualify for a bundled discount. If you add a product before the end of your monthly billing cycle, you will be charged at a prorated rate starting on the day the product is added through the end of the billing cycle. Updated monthly pricing will be reflected on your next bill.
   3. Fees and Taxes: All fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes which Cognem may be required to collect from you and remit to appropriate taxing authorities, you are solely responsible for payment of all such taxes or duties.
   4. Subscription Charge Adjustments: Cognem may at any time, upon notice of at least 60 days, or a longer period if required by Applicable Law, change the price of your subscription or any part thereof, or institute new charges or fees. If you have prepaid your month-to-month subscription service, price changes and institution of new charges implemented after your prepayment will go into effect for your next monthly subscription term after the 60 days’ notice, and the updated fees will be subtracted from your prepayment. If you do not agree to any such price changes, then your sole remedy is to cancel your subscription and stop using the Service prior to the commencement of the renewal subscription period for which the price change applies. As stated in 2 (c ), you are responsible for initiating the cancellation of your subscription to the Service.
8. Service Usage Restrictions
   1. You shall refrain from, and not permit, authorize, or encourage any third party to utilize the Service, including the Beta Service, for the following purposes:

• Uploading, transmitting, or distributing any content deemed unlawful, defamatory, harassing, fraudulent, obscene, threatening, abusive, hateful, virus-containing, or otherwise objectionable, as determined reasonably by Cognem.
• Engaging in any fraudulent or inappropriate activities, or utilizing the Service in a manner not intended, as determined solely by Cognem.
• Attempting to decipher, decompile, delete, alter, or reverse-engineer any of the Software.
• Conducting penetration tests, hacking, or attempting to test the security of the Software or Service.
• Duplicating, creating derivative works of, reproducing, or exploiting any part of the Service without explicit written permission from Cognem.
• Employing any automated device, robot, spider, or manual process to monitor or copy content from the Service, except for copying or exporting Data as specified in the documentation.
• Renting, leasing, distributing, or reselling the Software, or using the Software or Services to develop competitive solutions, or removing or altering any logos, trademarks, patents, or copyright notices, confidentiality or proprietary legends, or other notices or markings associated with the Service.

9. Support

Cognem shall:

1. Provide you with basic support for your Service usage at no extra charge, and upgraded support if available and purchased separately.
2. Endeavor to ensure the availability of the Service 24/7, with exceptions for planned downtime or unavailability due to circumstances beyond Cognem’s control.
3. Offer the Service in accordance with applicable laws and regulations, with basic support available during specified hours, in English.

10. Privacy and Security Safeguards
    1. Cognem shall maintain commercially reasonable administrative, physical, and technical safeguards to protect the Service and the security of your Data. Cognem shall not disclose your Data for purposes other than providing the Service, except as compelled by applicable law or expressly authorized by you in writing.
11. Your Responsibility
    1. You are solely responsible for your Data and all activities conducted through your account. Access credentials are for your use only, and you may not transfer them to any other person. If access credentials are compromised or misused, Cognem may change or suspend your account.
12. Intellectual Property Rights
    1. As between the parties, Cognem owns all rights to the Software, Service, and Beta Service, including all intellectual property rights therein. You retain ownership of your Data. Any Feedback provided by you to Cognem shall be owned by Cognem Inc, and may be used to improve the Service.
13. Publicity
    1. Unless otherwise agreed between you and Cognem, during the Term, Cognem reserves the right to disclose your company name as a customer of Cognem and/or subscriber to the Service. By using our services, you grant Cognem the right to display your company name and logo in Cognem’s marketing materials and on Cognem’s public website, in accordance with any branding guidelines you provide to Cognem.
14. User Content
    1. Certain features of the website may allow users to submit, upload, post, share, or display comments or content, as well as interact with others through user comment areas, message boards, direct messages, Cognem’s blog, and similar user-to-user areas (“User Content”). User Content includes any comments or reviews you provide to Cognem, whether through customer support or otherwise, about the Service and/or Beta Service, but excludes all Data.
    2. By posting User Content on our website or about the Service, including the Beta Service, you grant Cognem an irrevocable, perpetual, non-exclusive, transferable, sublicensable, assignable, royalty-free, worldwide right and license to use, reproduce, display, perform, distribute, and prepare derivative works of the User Content for any purpose and in all forms and all media, whether now known or that become known in the future. You represent and warrant to Cognem that you own or control all rights in and to such User Content and have the right to grant the rights above to Cognem.
15. Warranties and Limitation of Liability
    1. Limited Warranty: Cognem represents and warrants that the Service will perform substantially in accordance with the documentation and specifications generally provided by Cognem. Any professional services performed for you by Cognem will be done in a professional and workmanlike manner.
16. Disclaimer
    1. To the maximum extent permitted by applicable law, except for the limited warranties provided above, Cognem hereby disclaims all other warranties, either express or implied, including, without limitation, the implied warranties of merchantability, non-infringement, and fitness for a particular purpose with respect to the Service, Beta Service, Software, documentation, Deliverables, and other materials and/or services.
17. Limitation of Liability
    1. Except for certain specified scenarios, in no event shall either party be liable for any indirect, consequential, special, punitive, or exemplary damages arising out of this Agreement. The aggregate liability of either party to the other is limited to the fees collected by or payable to Cognem from you pursuant to this Agreement in the twelve months preceding the event from which the liability arose.
18. Security Breach
    1. External Breach: In the event of a Security Breach impacting personal data maintained through the Cognem Service, perpetrated by anyone other than your employees, contractors, or agents, Cognem will initiate remedial actions and notify you as required by applicable law.
    2. Internal Breach: In the event of a Security Breach due to your affiliate, employee, contractor, or agent, or your failure to maintain secure systems, you shall initiate remedial actions and notify Cognem immediately. Cognem may take actions, including suspension of your access to the Service, to prevent harm.
    3. Breach Notifications: The party required to notify individuals impacted by the Security Breach or regulatory agencies will provide the other party with an opportunity to review and approve the notification for accuracy prior to delivery.
19. Indemnification
    1. You agree to indemnify, defend, and hold harmless Cognem from and against any liabilities incurred as a result of any third-party claims arising from your access or use of the Software, Beta Service, and/or Service in violation of this Agreement.
    2. Cognem agrees to indemnify you from and against any liabilities arising from third-party claims alleging that your use of the Software, Beta Service, and/or Service in accordance with this Agreement infringes the intellectual property rights of a third party.
20. Governing Law; Jurisdiction
    1. This Agreement shall be governed by and construed in accordance with the substantive laws of the Province of Ontario, without reference to conflict of laws principles.
    2. Any legal action or proceeding with respect to this Agreement must be brought in the courts of the Province of Ontario and/or the courts in Canada for the Province of Ontario.
21. Compliance with Laws; Disclaimers
    1. Each Party shall comply with all Applicable Laws in connection with its activities under this Agreement. Cognem does not provide legal advice regarding compliance, data privacy, or other relevant Applicable Laws in the jurisdictions in which you use the Service.
    2. You acknowledge that Cognem exercises no control over your specific human resource practices implemented using the Service or your decisions as to employment, promotion, termination, etc. You are responsible for all privacy, collection, use, retention, and processing of your employees’ Data, in compliance with all Applicable Laws.
    3. You agree not to export the Service, Beta Service, or Software to any country for which United States export laws require an export license or other approval.
    4. You represent and warrant that you are not located in a country subject to a Canadian Government embargo, or designated by the Government of Canada as a “terrorist supporting” country or any party that may be considered as a designed terrorist or terrorist entity as defined more in the Anti-terrorism Act.
    5. The Service is not intended for the use, storage, collection, or maintenance of Personal Information Protection and Electronic Documents Act (PIPEDA) as defined by PIPEDA, and Cognem is not a Custodian of Personal Information or a Business Associate as defined under PIPEDA.
22. iOS Version
    1. If you use the iOS version of the Service, you acknowledge that this Agreement is between you and Cognem only. Apple Inc. (“Apple”) is not responsible for the Service or its functionality/content. Apple is not obligated to furnish any maintenance and support services for the Service.
23. Additional Services; Third Party Services
    1. Cognem offers AI features as a part of the Services. If you utilize the AI Features, by accepting this Agreement, you are deemed to have accepted the AI Addendum.
    2. Candidate and Employee Offers and Content: To the extent that you provide employment offers to prospective candidates or total rewards summaries to employees, you take sole responsibility for ensuring that the necessary and appropriate information, numbers, disclosures, financial terms, and employment terms for each employment offer and total rewards dashboards are complete and accurate. The total rewards summaries provided in the product are solely a hypothetical example and are not a forecast, promise, or guarantee of any compensation or type of compensation.
    3. Third Party Services: You acknowledge and agree that you shall be solely responsible for procuring and complying with any license or right to use any Third-Party Services (“Third-Party Services” means any services used in connection with the Services that are hosted or provided by a person or entity other than Cognem, whether linked to, integrated with, or connected to the Services by you or Cognem). Neither this Agreement nor our Privacy Policy shall apply with respect to data stored on or manipulated by, or during transmission by means of use of Third-Party Services. For purposes of this Agreement, Third-Party Services are subject to their own terms and conditions and you use such Third-Party Services at your own risk.
24. eSignature Service
    • The “eSignature Service” is a service provided by Cognem for two counterparties (usually a company subscribing to Cognem’s services and an employee, employee-candidate, or contractor) to electronically sign documents. If you use the eSignature Service offered by Cognem, you acknowledge and agree to the statements set forth in this Section.
    • You are not required to use the eSignature Service or accept electronic documents provided thereby. If you are an employee, employee-candidate, or contractor and you choose not to use the eSignature Service, you may still sign the document manually.
    • If you have signed a document electronically using the eSignature Service and transmitted it back to the sending party, Cognem will provide you the opportunity to download and print a paper copy of the document at no charge.
    • When counterparties sign a document electronically using the eSignature Service, the rights and duties associated with that document are solely those of the counterparties.
    • Please note that Cognem’s statements concerning the validity of electronic documents and/or the signature lines of documents that are electronically signed are for informational purposes only; they are general in nature and should not be construed as legal advice. You should consult with legal counsel concerning the validity or enforceability of any document you may sign electronically using the eSignature Service.
25. Privacy
    1. The provision of the Service will comply with all privacy and data protection laws applicable to our business. The Cognem’s General Privacy Notice and the Data Processing Agreement (DPA) (If applicable and accepted by you), are incorporated herein by reference.
26. General Provisions
    1. Entire Agreement: This Agreement encompasses the entire agreement between you and Cognem with respect to the subject matter hereof and supersedes all prior representations, agreements, and understandings, written or oral.
    2. Contra Proferentem: No provision of this Agreement will be construed adversely to a party because that party was responsible for the preparation of that provision or this Agreement.
    3. No Waiver: The failure of Cognem to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
    4. Severability: If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to reasonably effectuate the intention of the parties and shall not affect the validity and enforceability of any remaining provisions.
    5. Survival: The provisions of this Agreement that should, by their nature, survive termination and/or expiration, shall and do survive such termination and/or expiration.
    6. Assignment: You may not assign or otherwise transfer any of your rights or obligations under this Agreement without Cognem’s prior written consent.
    7. No Legal Advice; Reliance: No part of this Agreement is intended or shall be construed as legal advice. Cognem shall not be liable for any errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.
    8. No Third-Party Beneficiaries: Nothing in this Agreement is intended to or shall confer upon any person other than the parties hereto, any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.
    9. FAQ Disclaimer: No part or content contained in the FAQs or FAQ videos is intended to be legal advice or create a contract. FAQs are informational and do not create a contract or other binding agreement.
27. Contact Information
    1. If you have any questions about the Service or this Agreement, you may contact us at 4S Consulting Services Inc.168 Konrad Cres., Unit 2A, Markham, ON L3R 9T9 or call us at +1 905-532-1488 or email us at [email protected].