Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Cognis Digital, Inc. ("Cognis Digital," "Company," "we," "us," or "our") governing your access to and use of the Cognis Digital platform, software, APIs, and related services (collectively, the "Services").

BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MAY NOT ACCESS OR USE THE SERVICES.

2. Software License

2.1 License Grant. Subject to your compliance with these Terms and payment of applicable fees, Cognis Digital grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the term of your subscription.

2.2 Proprietary Rights. The Services, including all software, algorithms, AI models, source code, object code, user interfaces, designs, documentation, and all intellectual property rights therein, are and shall remain the exclusive property of Cognis Digital and its licensors. This is proprietary, closed-source software protected by copyright, trade secret, and other intellectual property laws.

2.3 Restrictions. You shall NOT:

• Copy, modify, adapt, translate, or create derivative works of the Services
• Reverse engineer, disassemble, decompile, or attempt to derive the source code of any software
• Sublicense, sell, resell, transfer, assign, or distribute the Services
• Remove, alter, or obscure any proprietary notices or labels
• Use the Services to build a competing product or service
• Access the Services to benchmark or conduct competitive analysis
• Use automated means to access, scrape, or collect data from the Services
• Circumvent any technical limitations or access controls

3. User Content and Data

3.1 Your Content. You retain all rights to content, documents, and data you upload to the Services ("User Content"). By uploading User Content, you grant Cognis Digital a limited license to process such content solely to provide the Services to you.

3.2 AI Outputs. Content generated by AI agents using your inputs ("AI Outputs") is provided to you for your use. You are responsible for reviewing AI Outputs before use and ensuring compliance with applicable laws and regulations.

3.3 Responsibility. You are solely responsible for the accuracy, quality, integrity, and legality of User Content and your use of AI Outputs.

4. Acceptable Use

You agree NOT to use the Services to:

• Violate any applicable law, regulation, or third-party rights
• Generate illegal, harmful, fraudulent, or deceptive content
• Harass, abuse, threaten, or incite violence against any person or group
• Generate content that exploits or harms minors
• Distribute malware, spam, or engage in phishing
• Infringe intellectual property rights of others
• Interfere with or disrupt the Services or servers
• Attempt to gain unauthorized access to any systems or networks

5. Payment Terms

5.1 Fees. You agree to pay all fees specified in your selected subscription plan. Fees are non-refundable except as expressly stated herein or required by law.

5.2 Credits. AI credits are consumed when using AI agent features. Unused credits do not roll over between billing periods unless otherwise specified in your plan.

5.3 Taxes. Fees are exclusive of taxes. You are responsible for paying all applicable taxes, except for taxes based on Cognis Digital's net income.

6. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information solely for purposes of performing under these Terms. "Confidential Information" includes any non-public technical, business, or financial information disclosed by either party.

7. Disclaimer of Warranties

8. Limitation of Liability

9. Indemnification

You agree to indemnify, defend, and hold harmless Cognis Digital and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your User Content; (c) your violation of these Terms; or (d) your violation of any third-party rights.

10. Term and Termination

10.1 Term. These Terms commence upon your acceptance and continue until terminated.

10.2 Termination. Either party may terminate these Terms at any time. We may suspend or terminate your access immediately for breach of these Terms or for any reason with notice.

10.3 Effect of Termination. Upon termination, your license to use the Services terminates immediately. You may export your User Content prior to termination. We will delete your data in accordance with our Privacy Policy.

11. Governing Law and Disputes

These Terms shall be governed by the laws of the State of Delaware, USA, without regard to conflict of law principles. Any dispute arising under these Terms shall be resolved exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction of such courts.

12. Modifications

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or notice within the Services. Your continued use after changes become effective constitutes acceptance of the modified Terms.

13. General Provisions

13.1 Entire Agreement. These Terms, together with the Privacy Policy and any applicable Order Forms, constitute the entire agreement between you and Cognis Digital.

13.2 Severability. If any provision is found unenforceable, the remaining provisions shall remain in effect.

13.3 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.

13.4 No Waiver. Failure to enforce any right shall not constitute a waiver of such right.

14. Contact

For questions about these Terms, please contact us at: