Last Modified: September 9, 2026
Welcome to our Terms of Service. Please read these terms carefully before using our service.
Welcome to the Terms of Service (these "Terms") for Cognitia AI, Inc.'s ("Company", "we" or "us") website, https://www.cognitia-ai.com (the "Websites"), artificial-intelligence powered application (the "Cognitia Chat"), related mobile application (the "App"), optional desktop companion, cloud desktop and browser-agent features, optional Data Platform and Data Marketplace features described in these Terms, and any content, tools, features and functionality offered on or through our Website, the Cognitia Chat and the App (collectively, the "Services"). These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services. For purposes of these Terms, "you" and "your" means you as the user of the Services. If you use the Services on behalf of a company or other entity then "you" includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity's behalf. SECTION 9 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO THE COMPANY'S SERVICES AND/OR PRODUCTS THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 9.
1.1 Input and Output.
As a part of the Services, you can input, upload and submit information and other materials ("Input") into the Cognitia Chat, and the Cognitia Chat will use artificial intelligence tools and functionalities to generate responses based on your Input ("Output"). Your use of the Cognitia Chat, including any Outputs, may also be subject to license and use restrictions set forth in a third-party LLM license, if applicable. Any Input will be deemed "Your Content" under these Terms. You may not direct the Services to generate any Output in violation of any applicable intellectual property right, contractual restriction or other law. By submitting any Input through the Services, you represent that you have obtained all rights, licenses, consents, permissions, power and/or authority necessary to submit and use (and allow us to use) such Input in connection with the Services. You represent and warrant that your submission of Input in connection with your use of the Services, including to generate Output, will not breach any law or any third party's terms and conditions associated with such Input. You may not (i) publish any Output generated by the Services without clearly citing the Services, or (ii) misrepresent the source of any Output or the fact that it was generated by artificial intelligence.
1.2 Output Ownership.
As between the Company and you, and to the extent permitted by applicable law, you (a) retain your ownership rights in Input and (b) own the Output. We hereby assign to you all our right, title, and interest, if any, in and to Output. Due to the nature of artificial intelligence, Output may not be unique across users, and other users of the Services may receive similar or identical Output from the Services. Our assignment above does not extend to other users' Output or any output generated by third-party services.
1.3 Accuracy of Output.
Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts. When you use our Services you understand and agree: (a) Output may be incomplete, incorrect, or offensive and does not represent the Company's views. If Output references any third-party products or services, it does not mean the third party endorses or is affiliated with the Company. (b) You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services. (c) You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them. (d) Output should not be relied upon as a sole source of truth or factual information, or as a substitute for professional advice including medical, legal, investment, financial, or other professional advice. Any Output is not a substitute for advice from a qualified professional. (e) The Company shall have no responsibility or liability to you for the infringement of the rights of any third party in your use of any Output.
1.4 No Training on Your Content.
We do not use Your Content (including Input and Output) to create, train, improve, or fine-tune artificial intelligence or machine learning models. We use Your Content to provide, maintain, secure, and operate the Services for you (including to generate Output, build and retrieve memory associated with your account, enforce these Terms, and comply with law), as further described in our Privacy Policy. Third-party large language model providers that power inference for the Services are contractually restricted from using Your Content to train their foundation models, as further described in our Privacy Policy.
1.5 Eligibility. You must be at least 18 years of age, and the age of majority in your jurisdiction, to use the Services. The Services are not directed to children or to anyone under 18. By using the Services, you represent and warrant that you meet these requirements. If we learn that we have collected information from anyone under 18, we will delete the associated Account and related information as described in our Privacy Policy.
2.1 Creating and Safeguarding your Account.
To use certain of the Services, you need to create an account or link another account, such as your Apple or Google account ("Account"). You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account through the settings page of your Account profile. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at contact@cognitia-ai.com if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account. You agree not to create an Account if we have previously removed your Account, or we previously banned you from any of our Services, unless we provide written consent otherwise.
2.2 Paid Services.
Certain of our Services are free; however, if you subscribe to any of our paid Services, you agree to pay us the applicable fees and taxes in U.S. Dollars. Failure to pay these fees and taxes will result in the termination of your access to the paid Services. You agree that (a) if you purchase a recurring subscription to any of the Services, we may store and continue billing your payment method (e.g. credit card) to avoid interruption of such Services, and (b) we may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. We reserve the right to change our subscription plans or adjust pricing for the paid Services in any manner and at any time as we may determine in our sole and absolute discretion. If we increase our subscription prices, we will give you at least thirty (30) days notice and any price increase will take effect on your next renewal so that you can cancel if you do not agree to the price increase. Except as otherwise provided in these Terms, any other changes to your subscription plan will take effect following reasonable notice to you. All subscriptions are payable in accordance with payment terms in effect at the time the subscription becomes payable. Payment can be made by credit card, debit card, or other means that we may make available. Subscriptions will not be processed until payment has been received in full, and any holds on your account by any other payment processor are solely your responsibility.
2.3 Subscription Renewals and Cancellations.
You agree that if you purchase a subscription, your subscription will automatically renew at the subscription period frequency referenced on your subscription page (or if not designated, then monthly) and at the then-current rates, and your payment method will automatically be charged at the start of each new subscription period for the fees and taxes applicable to that period. To avoid future subscription charges, you must cancel your subscription before the subscription period renewal date through the settings page of your Account profile or by emailing contact@cognitia-ai.com. If you purchased a subscription or credits through the Apple App Store, billing, renewal, cancellation, and refunds are also subject to Apple's applicable terms and may need to be managed in your Apple ID subscription settings or through Apple support. For App Store purchases, Apple's refund policies may apply instead of or in addition to Section 2.4. Credits purchased or allocated other than through the App Store are described in Section 3.
2.4 No Subscription Refunds.
Except as expressly set forth in these Terms, payments for any subscriptions to the Services are nonrefundable and there are no credits for partially used periods. Following any cancellation by you, however, you will continue to have access to the paid Services through the end of the subscription period for which payment has already been made.
3.1 Credits.
Paid plans may include a monthly allocation of usage credits, and you may be able to purchase additional credits, as displayed in the Services. Credits meter model messages, tool calls, browser-agent and cloud-desktop usage, and other AI work as described in-product. Unused included credits expire at the end of the applicable billing period unless we state otherwise in the Services. Purchased extra credits expire as shown at the time of purchase. Credits have no cash value, are not transferable except as we expressly permit, and are not refundable except as required by law or as stated for App Store purchases in Section 2.3. We may change credit pricing, conversion, and feature costs prospectively as described in Section 2.2.
3.2 Referrals and status rewards.
We may offer a referral program under which you can share a unique link. Qualifying referred sign-ups in a calendar year (UTC) count toward Cognitia Status tiers shown in the Services (currently Standard, Silver, Gold, Platinum, and Titanium). Status earned from activity in year N lasts through 31 December of year N+1. Monthly chat-credit bonuses, when offered, apply only to the Free monthly credit grant and not to paid-plan allocations or purchased credits. If a referred user purchases a paid subscription, we may also provide a cash or account reward in amounts shown in the Services at the time of the referral (for example, a Stripe account credit after a hold period). Rewards and status benefits are not guaranteed. You may not create fake accounts, self-refer, or otherwise game the program. We may withhold, reverse, or claw back rewards or status for fraud, chargebacks, refunds, or Terms violations. Any referral payouts we offer may be made through third-party processors such as Stripe or PayPal using the payout details you provide; you are responsible for the accuracy of that information and for any taxes on amounts you receive. Minimum payout thresholds and processing times are shown in the Services. Referral earnings, if any, are separate from Data Marketplace earnings described in Section 4.
3.3 Promotional Codes.
We may offer certain promotional codes, referral codes, discount codes, coupon codes or similar offers ("Promotional Codes") that may be redeemed for discounts or benefits related to the Services, subject to any additional terms that the Company establishes. You agree that Promotional Codes: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by the Company; (d) may be disabled or have additional conditions applied to them by the Company at any time for any reason without liability to the Company; (e) may only be used pursuant to the specific terms that the Company establishes for such Promotional Code; (f) are not valid for cash except where we expressly designate a cash or payout reward under Section 3.2 or Section 4; and (g) may expire prior to your use.
3.4 Payment information for credits and paid features.
You acknowledge and agree that all billing information you provide for subscriptions, credits, marketplace balances, or referral payouts is accurate, current, and complete, and that you have the legal right to use the payment or payout method. Unless otherwise noted, all currency references are in U.S. Dollars. Payment processors (such as Stripe or Apple) and payout processors (such as PayPal or Stripe) may place holds or apply their own terms; those holds and terms are solely your responsibility as between you and that processor.
Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://www.cognitia-ai.com/privacy.
4.1 Overview.
Certain optional features of the Services (collectively, the "Data Platform") may include tools to review or manage memory-related data associated with your account, cross-modal identity features (including face or voice identifiers you choose to enroll), developer, API, or Model Context Protocol ("MCP") access that you enable for your own integrations or for third-party clients you authorize, a "Data Marketplace" through which registered businesses may discover listings and, with your separate approval, query permitted categories of information derived from your use of the Services, and interfaces to manage consents, listings, API credentials, or earnings. These features are voluntary. How we collect, use, disclose, and retain personal information—including for the Data Platform and Data Marketplace—is governed by our Privacy Policy.
4.2 User listings, consent, and monetization.
If you choose to participate, you may configure whether your information appears in marketplace discovery, which categories of derived data (for example, knowledge graph, behavioral signals, and temporal facts) may be queried, and whether you participate in anonymized or aggregated "insights" offerings or "personalized" offerings of derived attributes. Insights queries use listing enrollment (on by default unless you opt out) and return cohort-level statistics only. Personalized (Personal enrichment) queries require a separate consent request from a business: you approve or reject the request and choose which ingest origins that business may use, or you may enable auto-approve so incoming requests are granted for the origins the business asked for. If the request includes quoted retrieve snippets, those snippets are limited to the origins you approved. Marketplace query payloads do not include your name, email address, phone number, or street address, and do not return raw source records (such as inboxes, bank feeds, health-record dumps, or full files), live fetches from those sources, signed or open URLs, or Financial Information or Device Companion Information. Quoted snippets, if you allow them, are short derived retrieve hits, not original artifacts. Derived Memory Information in a query may reflect connected sources authorized for that query, as described in our Privacy Policy. Sharing with businesses and any monetization of your data through these features occur only based on the enrollment, consent, and disclosure choices you make in the Services (including accepting or rejecting consent requests from businesses, or enabling auto-approve, where applicable) and the disclosures shown when you configure those choices. You may change or revoke your choices through your Account or the Data Platform interfaces where we provide them; revocation applies prospectively except as stated in our Privacy Policy or as required by law.
4.3 Business accounts, API, and MCP access.
Businesses may register for accounts, maintain a prepaid balance or payment method, create API keys, and call documented endpoints to run permitted queries against users who have given the required consents. Marketplace APIs return derived attributes and, if the user consents, quoted snippets from requested origins; they do not provide live access to a user's accounts or original artifacts. Separately, you may authorize MCP clients or other developer integrations to access memory or other data associated with your account subject to the scopes and consents you grant. If you use the Services as a business user or as a developer integrating with the Services, you agree to provide accurate registration and billing information, keep API keys, OAuth tokens, and credentials confidential, comply with applicable laws (including privacy, marketing, and anti-spam laws), use information obtained through the Data Marketplace or user-authorized APIs/MCP only for purposes disclosed to and permitted by the applicable user, not treat marketplace results as raw source records, and follow any verification steps, usage limits, or supplemental terms we present in-product. You are solely responsible for your use of data returned through these interfaces and for your relationship with end users to the extent applicable law places obligations on you.
4.4 Fees, earnings, payouts, and taxes.
Query pricing, platform fees, revenue shares payable to users who monetize their data, minimum payout amounts, and related mechanics are displayed in the Services and may change from time to time. We may use third-party payment and payout processors (such as Stripe). You are responsible for all taxes associated with amounts you earn or owe in connection with the Data Platform, except where applicable law requires us to withhold or collect taxes differently. If you do not maintain a valid payout method or meet stated thresholds, payouts may be delayed or forfeited as described in-product.
4.5 Your representations.
You represent and warrant that you have the right to make available any information you list or authorize for the Data Marketplace and that doing so does not violate any agreement or legal obligation. You will not use the Data Platform to transmit or monetize information you know you are prohibited from sharing.
4.6 Relationship to the Privacy Policy.
If there is any conflict between this Section and our Privacy Policy regarding how personal information is processed, the Privacy Policy governs for privacy matters. This Section describes the contractual framework for optional commercial and API features; it does not by itself authorize processing beyond what is described in our Privacy Policy and your in-product choices.
5.1 Right to Use Services.
We hereby permit you to use the Services, provided that you comply with these Terms in connection with all such use. Unless you use the Data Platform, Data Marketplace, developer API, MCP, or other business or developer features we make available, your license is for your personal use. If you use those optional features, you may use the Services for your internal business or developer purposes solely through the flows, scopes, and limits we provide. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you, a personal, non-assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Services (and right to download a single copy of the App onto your applicable equipment or device), in each case for the sole purpose of enabling you to use the Services as permitted by these Terms. Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Company, in its sole discretion, may elect to take.
5.2 Restrictions On Your Use of the Services.
You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so: download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Services, except for temporary files that are automatically cached by your web browser for display purposes, or as otherwise expressly permitted in these Terms; duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same; use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services; use automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services; exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation (for clarity, this does not restrict your participation in the Data Platform or Data Marketplace, or your use of documented API or MCP features, solely through the features and flows we provide for user monetization, permitted business access, or developer integrations under these Terms); access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same; attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services; circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services, third-party systems or third-party content; use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, "mines," scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same; introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems; submit, transmit, display, perform, post or store any content that is unlawful, defamatory, obscene, excessively violent, pornographic, invasive of privacy or publicity rights, harassing, abusive, hateful, or cruel, or otherwise use the Services in a manner that is obscene, excessively violent, harassing, hateful, cruel, abusive, pornographic, inciting, organizing, promoting or facilitating violence or criminal activities; use Output to develop foundation models, large language models, or other artificial intelligence or machine learning models or services that compete with the Company's Services; violate any applicable law or regulation in connection with your access to or use of the Services; or access or use the Services in any way not expressly permitted by these Terms.
5.3 Use of the App.
You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the App. We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the App will be available in any particular geographic location. As part of the Services, you may receive push notifications, local client notifications, alerts, emails or other types of messages directly sent to you in connection with the App ("Push Messages"). You acknowledge that, when you use the App, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings, and can opt in or out of these Push Messages through the Services or through your mobile device's operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the App, including your receipt of Push Messages from the Company. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the App on your mobile device, including for your receipt of Push Messages from the Company. The App and related clients may offer optional system integrations (for example, App Intents, share extensions, health, photos, location, or OS assistant features where available). Those features process information you choose to make available through the operating system permissions and flows you enable, and are further described in our Privacy Policy. The Services may also include an optional desktop companion that runs on a computer you control, and optional cloud desktop and browser-agent features that run in our hosted environment so the Services can navigate websites, fill forms, or complete multi-step flows you request. You are responsible for the accounts, credentials, and sites you choose to use through those features, for complying with third-party terms of those sites, and for stopping a session using the controls we provide. Cloud desktop sessions, screen or page contents captured to fulfill a request, and related logs are processed as described in our Privacy Policy.
5.4 Mobile Software from the Apple App Store.
The following terms and conditions apply to you only if you are using the App from the Apple App Store. To the extent the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to your use of the App from the Apple App Store. You acknowledge and agree that these Terms are solely between you and the Company, not Apple, and that Apple has no responsibility for the App or content thereof. Your use of the App must comply with the App Store's applicable terms of use. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. You and the Company acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. You and the Company acknowledge that, in the event of any third-party claim that the App or your possession and use of that App infringes that third party's intellectual property rights, the Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You must comply with applicable third-party terms of agreement when using the App. You and the Company acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Terms as they relate to your use of the App, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
5.5 Beta Offerings.
From time to time, we may, in our sole discretion, include certain test or beta features or products in the Services ("Beta Offerings") as we may designate from time to time. Your use of any Beta Offering is completely voluntary. The Beta Offerings are provided on an "as is" basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. You acknowledge and agree that all use of any Beta Offering is at your sole risk. You agree that once you use a Beta Offering, your content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Offering back to the prior non-beta version. If we provide you any Beta Offerings on a closed beta or confidential basis, we will notify you of such as part of your use of the Beta Offerings. For any such confidential Beta Offerings, you agree to not disclose, divulge, display, or otherwise make available any of the Beta Offerings without our prior written consent.
6.1 Ownership of the Services.
The Services, including their "look and feel" (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content (other than Your Content), including, without limitation, the exclusive right to create derivative works.
6.2 Ownership of Trademarks.
The Company's name, trademarks, logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
6.3 Ownership of Feedback.
We welcome feedback, comments and suggestions for improvements to the Services ("Feedback"). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
6.4 Your Content.
In connection with your use of the Services, you may be able to post, upload, or submit content to be made available through the Services (collectively with Input, "Your Content"). As between the Company and you, the Company does not claim any ownership in Your Content. As further described in Section 1.2, and to the extent permitted by applicable law, you retain your ownership rights in Input and own the Output. The Company or its affiliates and their respective licensors own and will continue to own the Services and any and all other software or technology that was used to generate any Output. In order to operate the Service, we must obtain from you certain license rights in Your Content so that actions we take in operating the Service are not considered legal violations. Accordingly, by using the Service and uploading Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify Your Content solely to operate, secure, and provide the Services (including to generate Output, build and retrieve memory associated with your Account, and enforce these Terms), including to reproduce, transmit, display, publish and distribute Output based on your Input. This license does not permit us to use Your Content to create, train, improve, or fine-tune artificial intelligence or machine learning models, as stated in Section 1.4. You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. To the fullest extent permitted by applicable law, the Company reserves the right, and has absolute discretion, to remove, screen, edit, or delete any of Your Content at any time, for any reason, and without notice. By posting or submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.
6.5 Notice of Infringement – DMCA (Copyright) Policy
If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(c) of the Digital Millennium Copyright Act (the "DMCA"), by providing the following information in writing: identification of the copyrighted work that is claimed to be infringed; identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service; information for our copyright agent to contact you, such as an address, telephone number and e-mail address; a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law; a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.
Notices of copyright infringement claims should be sent by e-mail to contact@cognitia-ai.com, or by mail to the U.S. mailing address listed in the "How to Contact Us" section of these Terms. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.
A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA.
When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA. Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.
7.1 Use of Third-Party Materials in the Services.
Certain Services may display, include or make available content, data, information, applications or materials from third parties ("Third-Party Materials") or provide links to certain third-party websites. Third-Party Materials include the open source software or other third-party software, such as third-party large language models, that are included in the artificial intelligence and machine learning models you access or use through the Services. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third-Party Materials or third-party websites, or for any other materials, products, or services of third parties. Third-Party Materials and links to other websites are provided solely as a convenience to you.
We may decide to discontinue any of our Services, but if we do, we will give you at least thirty (30) days advance notice and a refund for any prepaid, unused subscription fees covering the period after discontinuation. This does not apply to temporary interruptions for maintenance, updates, or circumstances beyond our reasonable control.
8.1 Disclaimers.
Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the "Company Entities") DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. The Company Entities make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (b) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (c) the operation or compatibility with any other application or any particular system or device; (d) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (e) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Services. No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty or representation not expressly made herein. YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICES IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. OUTPUT MAY CONTAIN INACCURATE, INCOMPLETE, OR BIASED INFORMATION AND IS NOT A SUBSTITUTE FOR ADVICE FROM A QUALIFIED PROFESSIONAL. THE COMPANY ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY OUTPUT GENERATED BY THE SERVICES, INCLUDING ANY CONTENT THAT MAY BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE.
8.2 Limitations of Liability.
TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES (INCLUDING ANY OUTPUT) OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OUTPUT, OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES OR OUTPUT. THE COMPANY ENTITIES' TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
8.3 Indemnification.
By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) incurred by the Company Entities arising out of or in connection with: (a) your violation or breach of any term of these Terms or any applicable law or regulation; (b) your violation of any rights of any third party; (c) your misuse of the Services; (d) Your Content; or (e) your negligence or wilful misconduct. If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim.
9.1 PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Informal Process First. You and the Company agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party 30 days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.
9.2 Arbitration Agreement and Class Action Waiver.
After the informal dispute resolution process, any remaining dispute, controversy, or claim (collectively, "Claim") relating in any way to the Company's services and/or products, including the Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the "JAMS Rules") then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Because your contract with the Company, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and Class Actions (as defined below) are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a Class Action or class arbitration.
9.3 Exceptions.
Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction: Claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding; Claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or intellectual property Claims.
9.4 Costs of Arbitration.
Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your Claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules. In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
9.5 Opt-Out.
You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to contact@cognitia-ai.com or to the U.S. mailing address listed in the "How to Contact Us" section of these Terms. The notice must be sent to the Company within 30 days of your first registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. If you opt out of only the arbitration provisions, and not also the Class Action waiver, the Class Action waiver still applies. You may not opt out of only the Class Action waiver and not also the arbitration provisions. If you opt-out of these arbitration provisions, the Company also will not be bound by them.
9.6 WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM, OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY'S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING ("CLASS ACTION"). YOU AND THE COMPANY AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU AND THE COMPANY EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. FURTHER, YOU AND THE COMPANY AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON'S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. FOR THE AVOIDANCE OF DOUBT, HOWEVER, YOU CAN SEEK PUBLIC INJUNCTIVE RELIEF TO THE EXTENT AUTHORIZED BY LAW AND CONSISTENT WITH THE EXCEPTIONS CLAUSE ABOVE. IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES' AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. IF A COURT DECIDES THAT THE LIMITATIONS OF THIS PARAGRAPH ARE DEEMED INVALID OR UNENFORCEABLE, ANY PUTATIVE CLASS, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED OR REPRESENTATIVE ACTION MUST BE BROUGHT IN A COURT OF PROPER JURISDICTION AND NOT IN ARBITRATION.
10.1 Service communications.
We may contact you about the Services by email, in-product message, or Push Messages as described in Section 5.3. We do not send marketing text messages and we do not use an automatic telephone dialing system to contact you for marketing. You may opt out of optional marketing emails using the unsubscribe link or Account settings. We may still send service, billing, security, and legally required messages.
10.2 Updating These Terms.
We may modify these Terms from time to time in which case we will update the "Last Modified" date at the top of these Terms. We will give you at least thirty (30) days advance notice of changes to these Terms that materially adversely impact you, either via e-mail or an in-product notification. All other changes will be effective as soon as we post them to our Website. However, it is your sole responsibility to review these Terms from time to time to view any such changes. The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. If you do not agree to the changes, you must stop using our Services. No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms.
10.3 Termination of License and Your Account.
If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. Additionally, the Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. In the event of Account deletion for any reason, the Company may, but is not obligated to, delete any of Your Content. the Company shall not be responsible for the failure to delete or deletion of Your Content. All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you. Termination will not limit any of the Company's other rights or remedies at law or in equity. If you believe we have suspended or terminated your Account in error, you may file an appeal by contacting us at contact@cognitia-ai.com with a detailed explanation of your basis for appeal. We will review your appeal and respond within a reasonable timeframe.
10.4 Injunctive Relief.
You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
10.5 California Residents.
If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.
10.6 Export Laws.
You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a "terrorist supporting" country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
10.7 Miscellaneous.
If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect. The Services are operated by us in the United States. Those who choose to access the Services from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. These Terms are governed by the laws of the State of California, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 9, or if arbitration does not apply, then the state and federal courts located in San Francisco, California. You and the Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
10.8 How to Contact Us.
You may contact us regarding the Services or these Terms by e-mail at contact@cognitia-ai.com, or by mail at: Cognitia AI, Inc. 415 Mission Street San Francisco, CA 94105 United States