Terms of Service | Cognethics
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Terms of Service

Last updated: May 21, 2026

1Acceptance of Terms

These Terms of Service ("Terms") form a binding agreement between Cognethics LLC ("Cognethics," "we," "us," or "our") and the individual or entity ("Customer," "you," or "your") that accesses or uses the Cognethics A4 platform, websites, APIs, SDKs, MCP servers, and related services (collectively, the "Services"). By accessing or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

If you do not agree to these Terms, do not access or use the Services.

2Service Description

The Services are an AI-native operating software platform that provides multi-tenant document intelligence, agent orchestration, governance, and related capabilities, delivered through web applications, REST APIs, SDKs (including the cognethics Python package), and Model Context Protocol (MCP) servers. Specific features, limits, and entitlements available to you depend on your subscription plan, your tenant configuration, and any separate order form or written agreement.

We may modify, enhance, or replace features of the Services from time to time. We will not materially diminish core functionality of a paid tier during the term of your active subscription without notice.

3Account Eligibility & Registration

  • You must be at least 18 years old and capable of entering into a binding contract.
  • You must provide accurate, current, and complete information when registering, and keep that information up to date.
  • You are responsible for safeguarding your credentials and for all activity that occurs under your account.
  • You must notify us promptly through our contact form (security topic) of any actual or suspected unauthorized access.
  • Each individual user must have their own credentials. Sharing of credentials across users is prohibited.

4Acceptable Use

You agree not to, and not to permit any third party to:

  • Use the Services in violation of any applicable law, regulation, or third-party right.
  • Reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent expressly permitted by law.
  • Resell, sublicense, or provide the Services to third parties on a service-bureau basis, except as expressly permitted by your order form.
  • Probe, scan, or test the vulnerability of the Services, or breach or circumvent any security or authentication measures, except through our authorized disclosure program — submit reports through our contact form (vulnerability disclosure topic).
  • Use the Services to transmit malware, conduct denial-of-service attacks, or otherwise interfere with the integrity or performance of the Services or other customers' use.
  • Use the Services to generate, distribute, or facilitate content that is unlawful, harassing, defamatory, deceptive, infringing, or designed to cause harm to individuals or groups.
  • Use the Services to make automated decisions producing legal or similarly significant effects on individuals without appropriate human oversight, where such oversight is required by applicable law (including the EU AI Act).
  • Circumvent rate limits, usage caps, or other technical controls.
  • Use the Services to develop a competing product by copying features, interfaces, or behavior.

We may suspend or terminate access for violations of this Section without prior notice when necessary to protect the Services, our customers, or third parties.

5Intellectual Property

Our IP

The Services, including all software, models, interfaces, documentation, trademarks, and the look and feel of our products, are owned by Cognethics or its licensors and are protected by intellectual property laws. Subject to these Terms and your timely payment of fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services during your subscription term, solely for your internal business purposes.

Your Content

You retain all rights in the data, documents, prompts, configurations, and other materials you submit to the Services ("Customer Content"). You grant us a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Customer Content solely as necessary to provide, secure, and support the Services for you, and to comply with law.

We do not use Customer Content to train foundation models, and we do not share Customer Content across tenants.

Feedback

If you provide suggestions or feedback about the Services, you grant us a perpetual, irrevocable, royalty-free license to use that feedback without restriction or attribution.

Output

Subject to these Terms and applicable third-party model provider terms, as between you and us, you own the output generated by the Services from your inputs. You are responsible for evaluating any output before relying on it.

6Data Processing & Privacy

Our handling of personal data is described in our Privacy Policy. To the extent we process personal data on your behalf, we do so as a data processor under your instructions. A Data Processing Addendum is available on request through our contact form (privacy topic).

Customers subject to HIPAA must execute a Business Associate Agreement (BAA) with us before transmitting Protected Health Information (PHI) to the Services. Without a signed BAA, you must not submit PHI to the Services.

7Confidentiality

Each party may receive non-public information of the other ("Confidential Information"). Confidential Information includes, without limitation, technical, business, financial, and product information that a reasonable person would understand to be confidential. The receiving party will: (a) use Confidential Information only to exercise its rights and perform its obligations under these Terms; (b) protect it using at least the same care it uses to protect its own information of similar sensitivity, and in no event less than reasonable care; and (c) not disclose it to any third party except to its personnel and contractors who are bound by confidentiality obligations and who need to know it for the permitted purpose.

Confidentiality obligations survive for three years after disclosure, or perpetually for trade secrets.

8Beta and Preview Features

We may make certain features available on a beta, preview, evaluation, or early-access basis ("Beta Features"). Beta Features are provided "AS-IS" and "AS AVAILABLE," may be modified or discontinued at any time, and are excluded from any service-level commitment. Your use of Beta Features is at your own risk. We may collect usage telemetry from Beta Features to improve them.

9Fees and Payment

  • Fees are set forth in your order form or in the pricing applicable at the time of your order.
  • Unless otherwise stated, fees are quoted and payable in U.S. dollars and are exclusive of taxes. You are responsible for all sales, use, VAT, and similar taxes (other than taxes on our net income).
  • Undisputed fees are due within 30 days of invoice. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
  • Usage-based fees (including model inference, storage, and agent runtime) are measured by our systems, and those measurements are the authoritative record.
  • Except where required by law, all fees are non-refundable.
  • If you dispute an invoice in good faith, you must do so within 30 days of the invoice date.

10Term and Termination

These Terms remain in effect for as long as you use the Services. Either party may terminate for material breach if the breach is not cured within 30 days of written notice. We may suspend the Services immediately to address security risks, suspected misuse, or non-payment.

On termination: (a) your right to access the Services ends; (b) you may export Customer Content for 30 days following termination using available export tools; (c) we may delete Customer Content after that period; and (d) any accrued payment obligations survive.

Sections 5 (Intellectual Property), 7 (Confidentiality), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 14 (AI-Specific Provisions), 15 (Governing Law), and any others that by their nature should survive, will survive termination.

11Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

AI OUTPUTS ARE PROBABILISTIC AND MAY BE INCORRECT, INCOMPLETE, OR MISLEADING. WE MAKE NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR SUITABILITY OF ANY OUTPUT GENERATED BY THE SERVICES.

12Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO US FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations do not apply to: (a) your payment obligations; (b) either party's indemnification obligations under Section 13; (c) either party's breach of confidentiality obligations under Section 7; or (d) liability that cannot be excluded under applicable law.

13Indemnification

By Us. We will defend you against any third-party claim alleging that your authorized use of the Services infringes that third party's U.S. patent, copyright, or trademark, and will indemnify you for amounts finally awarded by a court of competent jurisdiction or agreed in settlement. This obligation does not apply to claims arising from: (a) Customer Content; (b) your use of the Services in combination with anything not provided by us; (c) modifications to the Services not made by us; or (d) your use of the Services in violation of these Terms.

By You. You will defend us against any third-party claim arising from: (a) Customer Content; (b) your violation of these Terms or applicable law; or (c) your use of any output generated by the Services. You will indemnify us for amounts finally awarded by a court of competent jurisdiction or agreed in settlement.

Indemnification is conditioned on the indemnified party (i) giving prompt written notice of the claim, (ii) granting sole control of the defense and settlement to the indemnifying party, and (iii) providing reasonable cooperation at the indemnifying party's expense.

14AI-Specific Provisions

  • No guarantees on outputs. AI outputs are generated probabilistically and may be inaccurate, biased, or otherwise unsuitable for a given purpose. You are solely responsible for evaluating outputs before relying on or acting on them.
  • Human oversight. You agree to maintain meaningful human oversight for any decision based on AI output that has legal or similarly significant effect on individuals, consistent with applicable law.
  • Sensitive data. Do not submit Protected Health Information without a signed Business Associate Agreement. Do not submit payment card data, government-issued biometric data, or other regulated data unless your order form expressly authorizes that processing.
  • Prohibited uses. You will not use the Services for any use prohibited by the EU AI Act (including social scoring of natural persons by public authorities, untargeted scraping of facial images, real-time biometric identification in publicly accessible spaces by law enforcement except as expressly permitted, and emotion inference in workplaces or education).
  • Third-party model providers. The Services may route inference to third-party model providers under our direction. Your use of those models through the Services remains subject to these Terms; we are responsible for the integration but not for the underlying model's independent acts or omissions.
  • Attribution. Output is generated based on your inputs and may incorporate patterns learned from third-party data. You are responsible for ensuring that your use of output complies with applicable intellectual property and publicity laws.
  • No legal, medical, or financial advice. The Services do not provide legal, medical, financial, or other professional advice. Output should not be treated as a substitute for advice from a qualified professional.

15Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Georgia, U.S.A., without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or relating to these Terms will be brought exclusively in the state or federal courts located in Atlanta, Georgia, and each party consents to the personal jurisdiction of those courts. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

16General

  • Entire agreement. These Terms, together with any order form, DPA, BAA, or other written agreement signed by both parties, constitute the entire agreement between the parties.
  • Order of precedence. In the event of conflict, a signed order form controls over these Terms, and these Terms control over any documentation or marketing material.
  • Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign without consent to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
  • Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
  • No waiver. A failure to enforce a provision is not a waiver of the right to enforce it later.
  • Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.
  • Notices. Notices to us must be sent through our contact form (legal topic). Notices to you may be sent to the email address associated with your account.
  • Independent contractors. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, or agency relationship.

17Changes to These Terms

We may update these Terms from time to time. We will post the updated Terms on this page with a revised "Last updated" date. Material changes will be communicated through reasonable means (such as email to account administrators or in-product notice) prior to taking effect. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms.

18Contact

For questions about these Terms, reach us through our contact form (legal topic).