These Terms of Use govern your access to and use of the Cogitant AI Exposure Index™, a proprietary organizational AI risk diagnostic tool (the "Tool") operated by Cogitant Partners, LLC ("Cogitant Partners," "we," "us"). By entering your access code and clicking "Enter," you agree to be bound by these Terms. If you do not agree, do not use the Tool.
Your act of entering a valid access code and checking the acceptance box constitutes your electronic signature and your affirmative agreement to these Terms of Use. This agreement is legally binding to the same extent as a written, signed contract under applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Colorado Uniform Electronic Transactions Act (CUETA), C.R.S. § 24-71.3-101 et seq.
We log your acceptance, including the date and time of access, the access code used, and your browser information. This log serves as evidence of your agreement to these Terms and is maintained to support our trade secret protection under applicable law.
If you are completing the Tool on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
We may update these Terms from time to time. Material changes will be reflected in a new version number and effective date. Continued use of the Tool after an updated version is posted constitutes acceptance of the revised Terms.
Subject to these Terms, Cogitant Partners grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Tool solely for the purpose of conducting an internal organizational assessment of an organization you are authorized to assess.
You may share your diagnostic report and workbook output with the assessed organization's board, leadership team, and advisors for internal governance and planning purposes.
If you are a consultant, advisor, or third-party assessor completing the Tool on behalf of a client organization, the following additional terms apply:
You may not sublicense, rent, sell, or transfer your rights under this license to any third party.
You agree that you will not:
The Cogitant AI Exposure Index™, including its question bank, scoring methodology, 7 C's framework, benchmark ranges, report templates, source code, and all derivative works, is owned by Cogitant Partners, LLC and its principal David Dickinson. All rights not expressly granted in these Terms are reserved.
"Cogitant AI Exposure Index," "Cogitant Partners," and the 7 C's framework are trademarks or proprietary marks of Cogitant Partners, LLC. You may not use any of these marks without written permission.
The Tool's methodology, scoring logic, benchmark data, dimension weighting, and question architecture constitute trade secrets under the Colorado Uniform Trade Secrets Act (CUTSA), C.R.S. § 7-74-101 et seq., and the Defend Trade Secrets Act (DTSA), 18 U.S.C. § 1836 et seq. You agree to maintain the confidentiality of this information and not to disclose it to any third party except as expressly permitted in Section 2.
Note regarding access code security: Access codes are client-side controls intended to limit casual access and are supplemented by these contractual protections. Our trade secret claim depends on the contractual restrictions in these Terms and the acceptance log described in Section 1.2. By accepting these Terms, you acknowledge that the Tool's proprietary methodology is protected regardless of the technical implementation of access controls.
All downloaded workbooks and reports include a proprietary notice. You agree not to remove or alter this notice.
Your assessment inputs are processed in your browser and used to generate your report output. We do not permanently store your individual assessment responses on our servers.
By using the Tool, you grant Cogitant Partners a non-exclusive, royalty-free license to use your assessment data in aggregated, anonymized form to improve and update the benchmark ranges used in the diagnostic. No individual organization will be identified in this process. This license survives termination of these Terms.
We retain a log of your click-wrap acceptance (date, time, access code, browser information) for legal and compliance purposes. See our Privacy Policy for details.
THE TOOL IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT.
The Tool and its outputs are provided for informational and strategic planning purposes only. Nothing in the Tool or its outputs constitutes legal, financial, tax, accounting, or other professional advice. You should consult qualified professionals before making significant organizational or financial decisions.
Benchmark ranges reflect data available at the time of the Tool's development. They are directional estimates, not guarantees of any particular organizational outcome.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COGITANT PARTNERS' TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE TOOL SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES YOU PAID FOR ACCESS TO THE TOOL IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) FIVE HUNDRED DOLLARS ($500.00).
IN NO EVENT SHALL COGITANT PARTNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The limitations in this Section 7 reflect a reasonable allocation of risk between the parties and are an essential basis of the bargain between them. Cogitant Partners would not have provided access to the Tool without these limitations.
You agree to indemnify, defend, and hold harmless Cogitant Partners, LLC, David Dickinson, and their respective members, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Tool; (b) your breach of these Terms; (c) your violation of any applicable law; or (d) any claim by a third party arising from your use or disclosure of Tool outputs.
These Terms are governed by the laws of the State of Colorado, without regard to its conflict of law principles.
Any dispute arising out of or relating to these Terms or the Tool shall be resolved exclusively in the state or federal courts located in El Paso County, Colorado. You consent to personal jurisdiction in those courts.
This Tool is intended for use by organizations based in the United States. Users outside the United States access the Tool at their own risk and agree that Colorado law governs these Terms and any dispute arising from them, regardless of where the user is located. International deployment will require a separate addendum addressing applicable foreign law prior to any marketing outside the United States.
Any claim arising out of or relating to these Terms must be brought within one (1) year of the date the claim accrues, except that claims for misappropriation of trade secrets shall be governed by the limitation period set forth in the Colorado Uniform Trade Secrets Act, C.R.S. § 7-74-107 (three years from the date the misappropriation was discovered or reasonably should have been discovered), which shall control in the event of any conflict with the one-year period in this Section.
These Terms constitute the entire agreement between you and Cogitant Partners with respect to the Tool and supersede all prior agreements, understandings, and representations.
If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
Cogitant Partners' failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
You may not assign your rights or obligations under these Terms without Cogitant Partners' prior written consent. Cogitant Partners may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
These Terms do not create any third-party beneficiary rights.
These Terms are versioned and dated in the header of this document. All prior versions are available upon request. If the Terms are ever updated, the version number and effective date will be updated accordingly so that parties can identify which version was in effect at any given time.
Questions about these Terms may be directed to info@cogitantpartners.com.
Our collection and use of personal data in connection with the Tool is governed by our Privacy Policy, which is incorporated into these Terms by reference.