01Agreement and eligibility
These Terms & Conditions (“Hub Terms”) are an agreement between CogniFit, Inc. (“CogniFit”, “we”, “us”) and the person or organization accessing resellers.cognifit.com (the “Hub”). By creating an account, accepting an invitation, or using the Hub, you agree to these Hub Terms and confirm that you are at least 18 and legally able to enter into them.
If you use the Hub for a company or other entity, you represent that you are authorized to bind it. “You” includes that entity. If you do not agree, do not access or use the Hub.
02Relationship to other agreements
These Hub Terms supplement any signed reseller, distribution, order, data-processing, or other commercial agreement with CogniFit. If there is a conflict, the signed agreement controls for its subject matter, followed by order-specific terms and then these Hub Terms.
Use of CogniFit assessments, training, applications, and other end-user products is also governed by the general CogniFit Terms of Service and applicable product terms. Our Privacy Policy explains how data is handled in the Hub.
03Accounts and security
You must provide accurate and current information, keep credentials confidential, and promptly update account and billing details. Accounts are individual and may not be shared. Your organization is responsible for activity carried out through its authorized users and for promptly telling us when access should be removed.
Notify us immediately if you suspect unauthorized access. We may require email verification, additional checks, or reasonable evidence of authority before enabling features or processing a request.
04Reseller authorization and conduct
While your reseller account is active and subject to your commercial agreement, CogniFit grants you a limited, revocable, non-exclusive, non-transferable right to use the Hub to purchase and allocate eligible CogniFit licenses and manage your authorized resale activity. No territory, exclusivity, agency, employment, franchise, or authority to bind CogniFit is created unless expressly agreed in writing.
You are responsible for your customer relationships, representations, local registrations, taxes, marketing, pricing, and compliance with applicable law. You must not make medical claims, promise unsupported product outcomes, misrepresent your status, alter CogniFit materials in a misleading way, or use CogniFit names and marks beyond written brand guidelines and permissions.
05Orders, prices, and payment
Prices, currencies, volume tiers, taxes, payment methods, and license quantities shown at checkout apply to that order unless a signed agreement states otherwise. Prices may change prospectively. An order is accepted only when CogniFit confirms it; an automated acknowledgement does not require us to accept an order affected by an obvious error, fraud concern, or unavailable product.
You authorize CogniFit and its payment provider to charge the selected payment method for the total shown. Bank-transfer orders may remain pending until cleared funds are received and matched. You are responsible for applicable taxes, duties, bank charges, and accurate billing information, except for taxes CogniFit is legally required to pay.
06Licenses, allocation, and refunds
A purchase provides only the limited right to allocate and use the specified digital license under the applicable product terms; it does not transfer ownership of CogniFit software or content. License duration, activation, expiration, permitted account type, and usage rules are those shown with the product or order.
You must verify client details before allocation. Once a license is allocated, redeemed, activated, expired, or otherwise consumed, it may be technically impossible to recover or reassign. Refund eligibility is governed by the applicable order, signed agreement, and CogniFit’s general terms. Requests concerning a one-time purchase should be sent to support within 30 days; redemption or use may affect the available remedy. This does not limit rights that cannot be waived by law.
07Client data and communications
You may enter client data and initiate invitations only where you have a lawful basis and authority to do so. You must provide required privacy information, honor opt-out and data-rights requests, and avoid uploading unnecessary or sensitive information. You may not use the Hub to send spam or unlawful, deceptive, or unsolicited communications.
You remain responsible for the legality and accuracy of information you submit. Client access to CogniFit products may require the client to accept separate CogniFit terms and privacy notices.
08Acceptable use
You may not misuse the Hub or help anyone else do so. In particular, you may not:
- Break the law, infringe rights, commit fraud, impersonate another person, or submit false information.
- Access another account or data without permission, probe security, bypass access controls, or introduce malicious code.
- Reverse engineer, scrape, copy, frame, resell access to, or use automated means against the Hub except where CogniFit expressly authorizes it.
- Interfere with operation, overload infrastructure, derive competitive intelligence, or use Hub data for an unrelated purpose.
09Intellectual property
CogniFit and its licensors retain all rights in the Hub, CogniFit products, software, designs, content, data models, trademarks, and documentation. Except for the limited rights expressly granted, no rights are transferred to you. Feedback may be used by CogniFit without restriction or compensation, provided it does not identify your clients or disclose confidential information.
10Availability, changes, and suspension
We may maintain, update, change, or discontinue Hub features and may impose reasonable limits. We do not promise uninterrupted or error-free availability. We may suspend or terminate access when reasonably necessary for security, suspected fraud, non-payment, legal compliance, material breach, harm to CogniFit or others, or termination of the reseller relationship.
You may stop using the Hub at any time, but amounts already due remain payable. Provisions that by their nature should survive will continue, including payment obligations, intellectual property, disclaimers, liability limits, and dispute terms.
11Product and service disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE HUB IS PROVIDED “AS IS” AND “AS AVAILABLE.” COGNIFIT DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Nothing in these Hub Terms excludes a warranty or right that cannot lawfully be excluded.
CogniFit cognitive assessments support evaluation of cognitive wellbeing and training supports general cognitive health. They do not by themselves provide medical diagnosis or treatment and must not replace professional judgment. You may not represent otherwise to clients.
12Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COGNIFIT AND ITS AFFILIATES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION ARISING FROM THE HUB.
COGNIFIT’S AGGREGATE LIABILITY ARISING FROM THE HUB WILL NOT EXCEED THE GREATER OF USD 100 OR THE AMOUNT YOU PAID COGNIFIT THROUGH THE HUB IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply where prohibited by law or to liability that cannot lawfully be limited. Any indemnity or different liability allocation in a signed agreement remains controlling.
13Law, changes, and contact
Unless a signed agreement states otherwise, these Hub Terms are governed by California law, without regard to conflict-of-law rules, and disputes will be resolved exclusively in the state or federal courts located in San Francisco, California. Mandatory rights and forums under applicable law remain unaffected.
We may update these Hub Terms. We will provide reasonable notice of material changes when required. Continued use after the effective date means you accept the updated terms. If any provision is unenforceable, the remaining provisions continue in effect; failure to enforce a provision is not a waiver.
Questions about these terms may be sent to support@cognifit.com or by mail to:
CogniFit, Inc.
Attn: Legal Department (Terms of Service)
600 California Street, 11th Floor
San Francisco, CA 94108, USA.