MEMBERSHIP AGREEMENT

COGITO INC. (“COGITO OPTIMUS”) provides the information and services on its TRENCHMICE.COM site to you, the user, conditioned upon your acceptance, without modification, of the Membership Agreement (“Agreement”) contained herein. Your use of the TRENCHMICE.COM site constitutes acceptance of this Agreement.

Before using the TRENCHMICE.COM site, carefully read this Agreement relating to your use of the TRENCHMICE.COM site. By using the TRENCHMICE.COM site, you agree to be bound by the terms and conditions of this Agreement. If you do not accept the terms and conditions of this Agreement, please do not use the TRENCHMICE.COM site.

COGITO OPTIMUS reserves the right, at COGITO OPTIMUS’ sole discretion, to change, modify, add or remove portions of this Agreement periodically. Such modifications shall be effective immediately upon posting of the modified Agreement to the website unless provided otherwise. Your continued use of the TRENCHMICE.COM site following the posting of changes to this Agreement will mean that you accept those changes.

Use of the TRENCHMICE.COM site constitutes full acceptance of the terms and conditions of the COGITO OPTIMUS Agreement, as well as the COGITO OPTIMUS Terms of Use, Privacy Policy and DMCA Policy, which are herein incorporated by reference. If a user does not accept this Agreement, he or she is not granted rights to use the TRENCHMICE.COM site as defined herein, and should refrain from accessing the TRENCHMICE.COM site.

COGITO OPTIMUS reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the TRENCHMICE.COM site (or any part thereof). COGITO OPTIMUS shall not be liable to any user or other third party for any such modification, suspension or discontinuance except as expressly provided herein.

No Unlawful or Prohibited Use

By using the TRENCHMICE.COM site, you warrant to COGITO OPTIMUS that you will not use the TRENCHMICE.COM site, or any of the content obtained from the TRENCHMICE.COM site, for any purpose that is unlawful or prohibited by this Agreement. If you violate any of the terms of this Agreement, your permission to use the TRENCHMICE.COM site automatically terminates.

Registration Obligations

When requested, each TRENCHMICE.COM site user must: (1) personally provide true, accurate, current, and complete information on the TRENCHMICE.COM site’s registration form (collectively, the “Registration Data”) and (2) maintain and promptly update the Registration Data as necessary to keep it true, accurate, current and complete. If, after investigation, COGITO OPTIMUS has reasonable grounds to suspect that any user’s information is untrue, inaccurate, not current or incomplete, COGITO OPTIMUS may suspend or terminate that user’s account and prohibit any and all current or future use of the TRENCHMICE.COM site (or any portion thereof) by that user other than as expressly provided herein.

Each user will receive a password and Member ID upon completing certain TRENCHMICE.COM site registration processes and is wholly responsible for maintaining the confidentiality thereof and wholly liable for all activities occurring thereunder. COGITO OPTIMUS cannot and will not be liable for any loss or damage arising from a user’s failure to comply with these terms, including any loss or damage arising from any user’s failure to (1) immediately notify COGITO OPTIMUS of any unauthorized use of his or her password or account or any other breach of security; and (2) ensure that he or she exits from his or her account at the end of each session.

COGITO OPTIMUS handles user Registration Data in accordance with the Privacy Policy.

Content

All information, data, text, software, music, sound, photographs, graphics, video, messages, or any other materials whatsoever (collectively, “Content”) is the sole responsibility of the person from whom such Content originated. This means that the user, and not COGITO OPTIMUS, is entirely responsible for all Content that he or she uploads, posts, emails, or otherwise transmits via the TRENCHMICE.COM site. No user shall transmit Content or otherwise conduct or participate in any activities on the TRENCHMICE.COM site that, in the judgment of COGITO OPTIMUS, is likely to be prohibited by law in any applicable jurisdiction, including laws governing the encryption of software, the export of technology, the transmission of obscenity, or the permissible uses of intellectual property. In addition, this Agreement incorporates the Terms of Use.

COGITO OPTIMUS reserves the right (but not the obligation) in its sole discretion to refuse or delete any Content that it reasonably considers to violate the terms of this Agreement or be otherwise illegal. COGITO OPTIMUS, in its sole and absolute discretion, may preserve Content and may also disclose Content if required to do so by law or judicial or governmental mandate or as reasonably determined useful by COGITO OPTIMUS to protect the rights, property, or personal safety of the TRENCHMICE.COM site’s users and the public. COGITO OPTIMUS does not control or endorse the Content posted to the TRENCHMICE.COM sites and, as such, does not guarantee the accuracy, integrity, or quality of such Content. Under no circumstances will COGITO OPTIMUS be liable in any way for any Content, including, but not limited to, liability for any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, or otherwise transmitted via the TRENCHMICE.COM site.

Each user, by using the TRENCHMICE.COM site, may be exposed to Content that is offensive, indecent, or objectionable. Each user must evaluate, and bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

Licensing and Other Terms Applying to Content Posted on the TRENCHMICE.COM Site

Use, reproduction, modification, and other intellectual property rights to data stored on the TRENCHMICE.COM site will be subject to licensing arrangements that may be approved by COGITO OPTIMUS as applicable to such Content.

By contributing or submitting any Content to the TRENCHMICE.COM site, the submitting user warrants that he or she is the author and owner of the intellectual property rights thereto. The submitting user retains ownership of such Content. The submitting user grants COGITO OPTIMUS the royalty-free, perpetual, irrevocable, non-exclusive, transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, all subject to the terms of any applicable license.

No Resale of Service

You agree not to sell, resell, or offer for any commercial purposes, any portion of the TRENCHMICE.COM site, use of the TRENCHMICE.COM site, or access to the TRENCHMICE.COM site.

General Practices Regarding Use and Storage

COGITO OPTIMUS may establish general practices and limits concerning use of the TRENCHMICE.COM site. While COGITO OPTIMUS will use reasonable efforts to back up site data and make such data available in the event of loss or deletion, COGITO OPTIMUS has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the TRENCHMICE.COM site. COGITO OPTIMUS reserves the right to mark as “inactive” and archive accounts and/or Content that are inactive for an extended period of time. COGITO OPTIMUS reserves the right to change these general practices at any time, in its sole discretion, with notice to users and the public as described in this Agreement.

Termination

A user may cancel his or her account at any time by contacting account_cancel@trenchmice.com. COGITO OPTIMUS may terminate a user’s account in COGITO OPTIMUS’ absolute discretion and for any reason. COGITO OPTIMUS is especially likely to terminate for reasons that include, but are not limited to, the following: (1) violation of this Agreement; (2) abuse of site resources or attempt to gain unauthorized entry to the site or site resources; (3) a user’s request for such termination; or (4) as required by law, regulation, court or governing agency order.

COGITO OPTIMUS’ termination of any user’s access to the TRENCHMICE.COM site may be effected without notice and, on such termination, COGITO OPTIMUS may immediately deactivate or delete a user’s account and/or bar any further access to such files. COGITO OPTIMUS shall not be liable to any user or other third party for any termination of that user’s access or account hereunder. In addition, a user’s request for termination will result in deactivation but not necessarily deletion of the account. COGITO OPTIMUS reserves the right to delete, or not delete, a user’s account at COGITO OPTIMUS’ sole discretion, as well as to delete, or not delete, content at COGITO OPTIMUS’ sole discretion.

Links with Other Sites

COGITO OPTIMUS, the TRENCHMICE.COM site or a third party may provide links to other websites. COGITO OPTIMUS exercises no control whatsoever over such other websites and web-based resources and is not responsible or liable for the availability thereof or the Content, advertising, products or other materials thereon. COGITO OPTIMUS shall not be responsible or liable, directly or indirectly, for any damage or loss incurred or suffered by any user in connection therewith. Your access to and use of linked websites, including information, material, products, and services therein, is solely at your own risk.

The Privacy Policy is applicable only when you are on the TRENCHMICE.COM site. Once you choose to link to another website, you should read that website’s privacy statement before disclosing any personal information.

Indemnity, Disclaimer, and Limitations of Liability

Each user shall indemnify, defend, and hold harmless COGITO OPTIMUS, and its parent corporation and affiliates and their respective officers, employees and agents, and each of COGITO OPTIMUS’ website partners, from any and all claims, demands, damages, costs, and liabilities including reasonable attorneys’ fees, made by any third party due to or arising out of that user’s acts or omissions, including claims arising out of that user’s use of the TRENCHMICE.COM site; his or her submission, posting, or transmission of Content or his or her violation of this Agreement.

EACH USER’S USE OF THE TRENCHMICE.COM SITE IS AT HIS OR HER SOLE RISK. THE TRENCHMICE.COM SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND COGITO OPTIMUS ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS. EACH USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO HIS OR HER COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. COGITO OPTIMUS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPECIFICALLY, COGITO OPTIMUS MAKES NO WARRANTY THAT (1) THE TRENCHMICE.COM SITE OR ANY SERVICE THEREON WILL MEET ANY USER’S REQUIREMENTS, (2) ANY USER ACCESS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (3) THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY ANY USER WILL MEET HIS OR HER EXPECTATIONS, AND (4) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. EXCLUDING ONLY DAMAGES ARISING OUT OF COGITO OPTIMUS’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, COGITO OPTIMUS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF COGITO OPTIMUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY USER’S USE OR INABILITY TO USE THE TRENCHMICE.COM SITES OR SERVICE THEREON; THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE TRENCHMICE.COM SITE; OR ANY OTHER MATTER RELATING TO THE TRENCHMICE.COM SITES. IN NO EVENT SHALL COGITO OPTIMUS’ TOTAL CUMULATIVE LIABILITY TO ANY USER OR OTHER PARTY UNDER THIS AGREEMENT OF SERVICE OR OTHERWISE EXCEED $1,000.00. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTHING HEREIN SHALL BE DEEMED TO CREATE AN AGENCY, PARTNERSHIP, JOINT VENTURE, EMPLOYEE-EMPLOYER, OR FRANCHISOR-FRANCHISEE RELATIONSHIP OF ANY KIND BETWEEN COGITO OPTIMUS AND ANY USER OR OTHER PERSON OR ENTITY NOR DOES THIS AGREEMENT EXTEND RIGHTS TO ANY THIRD PARTY. AS NOTED ABOVE, COGITO OPTIMUS DOES NOT AND CANNOT CONTROL THE ACTIONS OF TRENCHMICE.COM SITE USERS, VISITORS, OR LINKED THIRD PARTIES. WE RESERVE THE RIGHT TO REPORT ANY MALFEASANCE THAT COMES TO OUR ATTENTION TO THE APPROPRIATE AUTHORITIES. WE DO NOT GUARANTEE CONTINUOUS UNINTERRUPTED OR SECURE ACCESS TO THE TRENCHMICE.COM SITE. OPERATION OF THE TRENCHMICE.COM SITE MAY BE SUBJECT TO INTERFERENCE FROM NUMEROUS FACTORS OUTSIDE OUR CONTROL. FURTHER, SCHEDULED AND PREVENTIVE MAINTENANCE AS WELL AS REQUIRED AND EMERGENCY MAINTENANCE WORK MAY TEMPORARILY INTERRUPT SERVICES OR ACCESS TO THE WEBSITE. THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY APPLY, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY CAUSED BY THE FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION, OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR ANY OTHER COURSE OF ACTION BY COGITO OPTIMUS.

Trademarks

The COGITO OPTIMUS and TRENCHMICE service marks and product and service names are COGITO OPTIMUS trademarks or registered trademarks in the United States and in other countries (the “Cogito Optimus Marks”). All other names and designs may be trademarks of their respective owners. Users may display or use the Cogito Optimus Marks only with Cogito Optimus’ express permission and in accordance with COGITO OPTIMUS’ Trademark Use Guidelines.

If you are an owner of a registered trademark (or represent an owner of a registered trademark) and have an objection to content corresponding to your trademark on the TRENCHMICE.COM site, or you believe that COGITO OPTIMUS has improperly used your registered trademark to promote the TRENCHMICE.COM site on a third party website, please provide the following information in a signed letter on company stationery, sent by United States Postal Service certified mail:

  1. Name of company
  2. Contact information (including email address)
  3. List of registered trademark(s) at issue including a copy of each relevant federal trademark registration certificate(s)
  4. The identity of the advertisement(s) at issue (via the URL stated on the bottom line of the ad or other identifying information)
  5. If certain affiliates or partners are permitted to use your trademark, please list the company names in your letter
  6. Include the following statement: “I have a good faith belief that use of the trademarks described above are not authorized by the trademark owner or its agent, nor is such use otherwise permissible under law.”
  7. Include the following statement: “I represent that the information in this notification is true and correct and that I am authorized to act on behalf of the trademark owner.”
  8. Your signature

Please send this written communication with the above information to the following address:

Trademark Complaints

Cogito Optimus
2212 Queen Anne Avenue North
PMB 721
Seattle, WA 98109-2312

Upon receipt of notice as described above, COGITO OPTIMUS will confirm the existence of the federal registration of the trademark in question and will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the TRENCHMICE.COM site. In the event that the challenged content has been provided to COGITO OPTIMUS by a third party and in COGITO OPTIMUS’ sole discretion, it concludes that the content is identical to the registered mark and is used in connection with goods and/or services covered by the trademark owner’s federal registration, COGITO OPTIMUS will provide notice to the third party prior to any removal of content. If prior to such removal, the third party demonstrates that it has its own trademark registration or approved trademark application covering the challenged content, COGITO OPTIMUS will not remove the content.

Notwithstanding the foregoing, COGITO OPTIMUS will comply as appropriate with the terms of any court order relating to the behavior of the challenged party identified in such court order.

Copyrights

All content available on the TRENCHMICE.COM site, including site design, text, graphics, interfaces, and the selection of arrangements thereof is copyrighted by COGITO OPTIMUS, with all rights reserved, or is the property of COGITO OPTIMUS or third parties protected by intellectual property rights.

COGITO OPTIMUS respects the intellectual property rights of others, and requires that the people who use the TRENCHMICE.COM site do the same. It is our policy to respond promptly to claims of intellectual property misuse.

If you believe that your work has been copied and is accessible on this site in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in writing, sent by United States Postal Service certified mail:

  1. The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf
  2. Identification of the copyrighted work that you claim has been infringed
  3. Identification of the material that is claimed to be infringing and information reasonably sufficient to permit COGITO OPTIMUS to locate the material, including the full URL
  4. Your name, address, telephone number, and email address
  5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
  6. A statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf

If COGITO OPTIMUS receives such a claim, COGITO OPTIMUS reserves the right to refuse or delete Content as described herein, or to terminate a user’s account in accordance the terms of this Agreement.

Our designated agent to receive notification of claimed infringement under the Digital Millennium Copyright Act OF 1998 (“DMCA”) is listed below.

DMCA Complaints

After receiving a claim of infringement, COGITO OPTIMUS will process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, COGITO OPTIMUS will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity, and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. COGITO OPTIMUS will take reasonable steps to expeditiously notify the subscriber that it has removed or disabled access to such material.

Upon receipt of a proper counter notification under the DMCA, COGITO OPTIMUS will promptly provide the person who provided the initial notification of claimed infringement with a copy of the counter notification and inform that person that it will replace the removed material or cease disabling access to it within fourteen (14) business days. Additionally, COGITO OPTIMUS will replace the removed material and cease disabling access to it within fourteen (14) business days following receipt of the counter notice, unless COGITO OPTIMUS’ designated agent first receives notice from the person who submitted the initial notification that such person has filed an action seeking a court order to restrain the subscriber from engaging in infringing activity relating to the material on the COGITO OPTIMUS system or network.

You may provide us with a counter notification by providing our copyright agent the following information in writing, sent by United States Postal Service certified mail:

  1. Your physical or electronic signature
  2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled, including the full URL
  3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled
  4. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which COGITO OPTIMUS may be found and that you will accept service of process from the person who provided the initial notification of infringement.

Such written statement should be sent to our designated agent at the following address:

 

DMCA Complaints

Cogito Optimus
2212 Queen Anne Avenue North
PMB 721
Seattle, WA 98109-2312

Please note that under Copyright Act Section 512(f), any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

General Information

This Agreement, including the Terms of Use, Privacy Policy and DMCA Policy, constitutes the entire agreement between each user and COGITO OPTIMUS and governs each user’s use of the TRENCHMICE.COM site, superseding any prior agreements. Each user may be subject to additional terms and conditions that may apply when that user uses affiliate services, third party content or third party software. This Agreement and the relationship between each user and COGITO OPTIMUS shall be governed by the laws of the State of Washington without regard to its conflict of law provisions and each party shall submit to the personal and exclusive jurisdiction of the courts located within the county of King, Washington. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. Any waiver of any provision of this Agreement will be effective only if in writing and signed by COGITO OPTIMUS.

Violations

Please report any violations of this Agreement (except for claims of intellectual property infringement) to membership_violations@trenchmice.com.

Contact Us

If you have any questions about this Agreement, the practices of the TRENCHMICE.COM site or COGITO OPTIMUS, you may contact:

Membership Agreement Questions

Cogito Optimus
2212 Queen Anne Avenue North
PMB 721
Seattle, WA 98109-2312