Terms & Conditions

These are the terms and conditions for use of the CogState Research product.

1.1. Customer

References to "Customer" include the person making this declaration along with the institution or body conducting the study.

By agreeing to these terms and conditions, you warrant that you are authorised to agree to the terms and conditions on behalf of the institution or body conducting the study.

1.2. Eligibility

Prices given here are discounted from commercial prices.

Only an "Eligible Research Study" can utilize the CogState Research product. To qualify as an Eligible Research Study, the study must:

Be funded by an research funding body.
Not form part of a submission to a regulatory body (e.g. FDA).
Be undertaken with the intention of publication.
Not have any restrictions on publication imposed by a for-profit company.

By accepting the terms and conditions detailed herein, the Customer warrants that the study is an Eligible Academic Study, as defined above. Further, if it is determined, at any point in time, that the study is not an Eligible Academic Study, the Customer agrees to pay CogState the price differential for a commercially sponsored study, as calculated with reference to standard CogState commercial pricing at the time of calculation.

1.3. Ownership of Data

The data from the study belong to the Customer at all times. CogState does not require the Customer to include CogState staff as co-authors on any publications that result from the study, but as part of these terms the Customer agrees to:

Acknowledge CogState in references, stating that it is a trademark
Send CogState an electronic copy of any paper the Customer publishes using data derived from CogState testing

1.4. Not for Regulatory Submission

Data obtained from Eligible Academic Studies is not subject to CogState's internal Standard Operating Procedures that govern controlled changes to data and secure archiving, and as such it is not appropriate for submission to regulatory bodies (e.g., FDA).

1.5. Use of Name

The Customer agrees that CogState may name the Customer as a user of the CogState system.

1.6. Software Use

Cognitive testing software supplied by CogState may be installed and executed freely on as many computers as required, and used for any reasonable purpose associated with the study, subject to the conditions below.

The Customer agrees to take diligent precautions to ensure it does not breach, cause to be breached by others, or to bring about a situation in which it is reasonably foreseeable that others will attempt to breach the following restrictions:

no attempt may be made to modify, reverse engineer, or decompile the software;
no attempt may be made to break or bypass the encryption/decryption scheme/s used by the software, nor to identify, directly or indirectly any cryptographic keys used by CogState whether within the software or in the analysis of data generated by the software;
no attempt may be made to copy or replicate any significant part of the functionality of the software; and
the software may only be used for the study for which it was ordered.

1.7. Limitation of Liability

In the event of any breach of this agreement, or other act or omission by CogState in relation to this agreement, then CogState's total liability to the Customer shall not exceed the total contracted amount for the study, and CogState shall not be liable for the indirect or consequential losses. This will not apply where such a limitation is disallowed by law or where the loss is the reasonably foreseeable result of a willful default by CogState.

1.8. Privacy

It is the responsibility of the Customer to comply with all laws relating to privacy of personal information. CogState will assume that study subject identifiers used for labeling CogState test sessions are not personally identifying, and will have no liability in the event that the Customer does not follow this advice.

1.9. Hardware

The Customer is responsible for providing suitable hardware (computers, headphones) and internet connection facilities.

1.10. Confidential Information

Under the terms of this agreement, CogState may supply the Customer with Confidential Information. "Confidential Information" and the Customer's obligations to CogState in respect of Confidential Information are defined below. The Customer agrees to be bound by the terms detailed below:

1. "Confidential Information" means any proprietary, confidential and/or trade secret information of CogState and/or others possessed by CogState relating to, among other things, CogState's products, services, technology, methodologies, specifications, manufacturing or operating methods, know-how, business or marketing plans, or business relationships. Confidential Information may be disclosed either in documentary form (including without limitation traditional tangible media such as written documents, photographs and drawings, and intangible media such as diskettes and other magnetic or electronic data), or orally or visually or in other non-documentary form (including without limitation presentations, displays or inspections of writings, designs, drawings, photographs, models, prototypes, samples, or facilities). Tangible objects, materials or media in which Confidential Information is embodied and which is provided to or created by or in the possession of the Customer or any other person through the Customer are referred to in this Agreement as "Confidential Materials".

2. The Customer will: (a) not disclose Confidential Information except to its employees, or to potential suppliers or subcontractors which CogState has approved in advance, in each case only to the extent necessary to achieve the Purposes and only to persons legally bound by written agreement or otherwise to comply with the Customer's obligations under this Agreement; (b) not use Confidential Information except for the Purposes; (c) use at least the same degree of care to safeguard Confidential Information that it uses to protect its own confidential and proprietary information, and in any event not less than a reasonable degree of care under the circumstances; and (d) make copies of Confidential Materials only as needed for the Purposes, all of which must include prominent markings indicating that they are Confidential Information of CogState. These obligations will continue in effect for any part of the Confidential Information for so long as that part of the Confidential Information does not cease to be Confidential Information as a result of the operation of clause 4.

3. Upon termination of this Agreement or the Purposes, breach of this Agreement by the Customer or upon CogState's request, the Customer will immediately cease and refrain from using, in any capacity, the Confidential Information and return to CogState or, upon requesting and receiving the written authorization of CogState, destroy all Confidential Materials.

4. Confidential Information shall not include information that: (a) was in the public domain when disclosed; (b) becomes public domain after disclosure, other than as a result of the Customer's violation of this Agreement; (c) was in the Customer's possession when disclosed and was not acquired directly or indirectly from CogState; (d) is shown by written evidence to have been developed by the Customer independently after disclosure without benefit of the Confidential Information; or (e) was received after disclosure from a third party who did not require it to be held in confidence and who did not acquire it directly or indirectly from CogState.

5. The Customer will notify CogState immediately of any breach of this Agreement, of which it becomes aware, and will assist and cooperate with CogState in minimizing the consequences of such breach. If the Customer is required by law to disclose Confidential Information, the Customer shall immediately notify CogState of the requirement so as to provide CogState every opportunity to protect its Confidential Information.

6. The Customer will: (a) endeavour to safeguard and protect the Confidential Information and not engage in any conduct which could be harmful to the secrecy or value of the Confidential Information; (b) not do anything which could or might invalidate or challenge CogState's ownership of any part of the Confidential Information; and (c) inform CogState promptly of any actual or suspected unauthorised disclosure of the Confidential Information of which it becomes aware. The Customer acknowledges that CogState is and remains the owner of the Confidential Information.

1.11. Breach

CogState will sustain irreparable harm by a breach of this Agreement for which money damages would not be an adequate remedy. The Customer therefore agrees that, in the event of a threatened or continuing breach of this Agreement, CogState shall be entitled, without prejudice to all other available remedies, to immediate injunctive or other equitable relief. The Customer shall indemnify and hold CogState harmless from any damages, losses, costs, and expenses, including reasonable attorney fees, arising from any breach of this Agreement.

A waiver by CogState in respect of its rights arising from any breach of any of the provisions of this Agreement or the failure by CogState to enforce or insist upon the strict observance of any provision of this Agreement will not constitute or be construed as a waiver of any subsequent breach or as a waiver of any breach of any other provision of this Agreement.

1.12. Termination

The termination of this Agreement shall not operate to terminate any of the continuing obligations under this Agreement and they shall remain in full force and effect. If any provision of this Agreement is held to be invalid, unenforceable, illegal or void for any reason, this Agreement shall remain otherwise in full force apart from such provision which shall be deemed to be deleted.

1.13 Governing Law

This contract is subject to the laws of Victoria, Australia.