1. Acceptance of these Terms
These Terms of Service (the "Terms") form a binding agreement between you, or the entity you represent ("Customer", "you"), and Cogneris ("Cogneris", "we", "us", or "our") and govern your access to and use of the Cogneris document intelligence platform, our APIs, our website cogneris.ai, and related services (collectively, the "Service"). By creating an account, accessing the Service, signing an Order Form, or clicking to accept, you confirm that you have read and agree to these Terms and that you have authority to bind your organization.
If you and Cogneris have entered into a separate written Master Services Agreement, Order Form, or similar contract that addresses the Service (a "Negotiated Agreement"), the Negotiated Agreement controls in the event of any conflict with these Terms.
2. Definitions
- Authorized User — an individual employee, contractor, or agent of Customer who is authorized by Customer to use the Service under Customer's account.
- Customer Data — all data, content, documents, and files that Customer or an Authorized User uploads to, generates within, or transmits through the Service, including extracted fields and outputs derived from the foregoing.
- Documentation — the user guides, API references, and technical documentation that Cogneris makes available for the Service.
- Order Form — an ordering document or online subscription flow specifying the Service plan, fees, and term.
- Subscription Term — the period during which Customer is authorized to use the Service, as set out in the applicable Order Form or plan.
3. Eligibility and accounts
The Service is intended for use by businesses. You must be at least 18 years old and legally able to enter into contracts to use the Service. You are responsible for the accuracy and completeness of registration information, for keeping account credentials confidential, for the activities of your Authorized Users, and for notifying us promptly of any suspected unauthorized access.
4. The Service
Subject to these Terms and payment of applicable fees, Cogneris grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide right during the Subscription Term to access and use the Service for Customer's internal business purposes. Cogneris may update the Service from time to time, provided that material reductions in core functionality during a paid Subscription Term will be subject to reasonable notice and, where applicable, the customer's contractual remedies.
5. Subscriptions, fees, and taxes
Fees are set out in the applicable Order Form, plan page, or other ordering process. Unless otherwise stated, fees are payable in advance, are non-refundable, and are exclusive of taxes, duties, and similar governmental charges, all of which Customer is responsible for. We may suspend access for non-payment after providing written notice and a reasonable opportunity to cure. We may change pricing for renewal terms on at least 30 days' prior notice before the renewal date.
6. Customer Data
6.1 Ownership and license to Cogneris
As between the parties, Customer owns and retains all rights, title, and interest in and to Customer Data. Customer grants Cogneris a limited, worldwide, royalty-free license to host, copy, transmit, display, process, and otherwise use Customer Data solely as necessary to provide, secure, and support the Service, to comply with legal obligations, and to enforce these Terms.
6.2 No training on Customer Data
Cogneris does not use Customer Data to train, fine-tune, or evaluate generally-available foundation models or any model made available to other customers. Cogneris may use de-identified, aggregated metadata about system performance (such as latency, error rates, and feature usage) to operate and improve the Service. Where the Service uses third-party model providers, Cogneris contractually requires that Customer Data sent to such providers is not used to train their models.
6.3 Customer responsibilities
Customer represents and warrants that:
- Customer has all rights, consents, and authority necessary to upload Customer Data to the Service and to grant the license in Section 6.1;
- Customer Data and Customer's use of the Service comply with all applicable laws, including data protection, export control, and intellectual property laws;
- Customer is responsible for the accuracy, quality, and legality of Customer Data;
- Customer will not upload to the Service any data subject to special regulatory regimes (such as protected health information under HIPAA, payment card data subject to PCI-DSS in raw form, classified information, or material protected under export control regulations) unless the parties have agreed in writing on additional terms permitting such use, including any required Business Associate Agreement.
7. Acceptable use
Customer and Authorized Users will not, and will not permit any third party to:
- access or use the Service in violation of any law or third-party right;
- upload content that is unlawful, defamatory, infringing, or that contains malware;
- use the Service to compete with Cogneris, to build a competing product, or to benchmark for publication without our written consent;
- reverse engineer, decompile, or disassemble the Service, except to the extent expressly permitted by applicable law;
- circumvent technical protection measures, rate limits, or access controls;
- interfere with the integrity, performance, or security of the Service or the data of any third party;
- use the Service to make decisions that produce legal or similarly significant effects on individuals without appropriate human review;
- resell, sublicense, or make the Service available to third parties except as expressly permitted in an Order Form.
8. Privacy and data protection
Cogneris processes personal information in accordance with our Privacy Policy. Where Cogneris processes personal data on behalf of Customer in providing the Service, the processing is governed by our Data Processing Addendum (DPA), which is incorporated into these Terms by reference and is available at data-protection.html or on request to legal@cogneris.ai. The DPA includes the Standard Contractual Clauses where applicable to international transfers.
9. Security
Cogneris maintains a written information security program with administrative, technical, and physical safeguards designed to protect Customer Data, as further described on our Security page. Cogneris will notify Customer without undue delay after becoming aware of a confirmed unauthorized acquisition of, access to, or disclosure of Customer Data.
10. Service levels and support
Cogneris provides standard support during business hours through documented channels. Service-level commitments (uptime, response times, and credits), if any, are set out in the applicable plan or Order Form. Beta or preview features may be made available from time to time and are provided "as is" without service-level commitments.
11. Intellectual property
Cogneris and its licensors retain all right, title, and interest in and to the Service, including all software, models, prompts, templates, documentation, and trademarks, and any improvements, derivatives, or modifications thereof. No rights are granted except as expressly set out in these Terms.
11.1 Feedback
If Customer or any Authorized User provides feedback, suggestions, or ideas about the Service ("Feedback"), Customer grants Cogneris a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate the Feedback into the Service without restriction or obligation.
12. Confidentiality
Each party may disclose confidential information to the other in connection with the Service. The receiving party will use confidential information only to exercise rights and perform obligations under these Terms, will protect it with the same care it uses to protect its own confidential information of similar importance (and in no event less than reasonable care), and will not disclose it except to its representatives bound by confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, is independently developed without use of the confidential information, or is rightfully obtained from a third party. The receiving party may disclose confidential information to comply with law or legal process, provided that, where permitted, it gives the disclosing party prompt notice.
13. Third-party services
The Service may interoperate with third-party services that Customer chooses to enable. Cogneris is not responsible for those third-party services, and Customer's use of them is governed by the third party's terms.
14. Term, suspension, and termination
These Terms apply from the date of acceptance and continue for the Subscription Term, renewing as set out in the Order Form or plan. Either party may terminate for the other's material breach not cured within 30 days of written notice. Cogneris may suspend access immediately if Customer's use poses a security or legal risk to Cogneris, the Service, or other customers, or for non-payment after notice. On termination, Customer's access to the Service will cease, and Cogneris will delete or return Customer Data in accordance with the DPA and the applicable Order Form. Provisions that by their nature should survive termination will survive.
15. Warranty disclaimer
Except as expressly set out in these Terms or in a Negotiated Agreement, the Service is provided "AS IS" and "AS AVAILABLE". To the maximum extent permitted by law, Cogneris disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising out of course of dealing or usage of trade. Cogneris does not warrant that the Service will be uninterrupted, error-free, or that extraction outputs will be free from inaccuracies. Customer is responsible for reviewing outputs before relying on them for any significant decision.
16. Limitation of liability
To the maximum extent permitted by law:
- Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or related to these Terms, 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 amounts paid or payable by Customer to Cogneris for the Service during the twelve (12) months preceding the event giving rise to the liability.
The above limitations do not apply to: (a) Customer's payment obligations; (b) either party's breach of confidentiality obligations; (c) Customer's breach of Section 7 (Acceptable use); (d) either party's indemnification obligations; or (e) liability that cannot be limited under applicable law (such as fraud, gross negligence, willful misconduct, or, in some jurisdictions, personal injury or death).
17. Indemnification
By Cogneris. Cogneris will defend Customer against any third-party claim alleging that the Service, used in accordance with these Terms, infringes the third party's intellectual property right, and will pay damages and costs finally awarded against Customer or agreed in settlement, provided that Customer promptly notifies Cogneris, gives Cogneris sole control of the defense, and reasonably cooperates. Cogneris has no liability for claims arising from Customer Data, modifications not made by Cogneris, combinations with non-Cogneris products, or use after Cogneris has provided a non-infringing alternative.
By Customer. Customer will defend Cogneris against any third-party claim arising from (i) Customer Data; (ii) Customer's breach of Section 6.3 or Section 7; or (iii) Customer's violation of law in connection with the Service, and will pay damages and costs finally awarded against Cogneris or agreed in settlement, subject to the same procedural conditions as above.
18. Publicity
Cogneris may identify Customer as a Cogneris customer and use Customer's name and logo on our website and in marketing materials, subject to Customer's brand guidelines. Customer may opt out by notice to legal@cogneris.ai. Other public announcements require the parties' written agreement.
19. Modifications
Cogneris may modify these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by email or in-product notice) before the changes take effect. Continued use of the Service after the effective date of the updated Terms constitutes acceptance of the changes. If Customer does not accept the changes, Customer's sole remedy is to stop using the Service and, where applicable, to terminate any unexpired paid Subscription Term and receive a pro-rata refund of unused, prepaid fees.
20. Governing law and disputes
These Terms are governed by the laws of [Governing law jurisdiction — to be confirmed], excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. The parties submit to the exclusive jurisdiction of the courts of [Forum — to be confirmed] for any dispute that is not subject to arbitration, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information. Where required by local law, consumers retain the protections and forum rights granted to them by the law of their country of residence.
21. General
- Entire agreement. These Terms, together with any Order Form, the DPA, and the Privacy Policy, are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings on that subject.
- Order of precedence. In a conflict: (1) a Negotiated Agreement signed by both parties; (2) an Order Form; (3) the DPA; (4) these Terms; (5) other policies referenced herein.
- Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign to an affiliate or successor in connection with a merger, reorganization, or sale of substantially all assets, with notice to the other party.
- Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.
- No waiver. Failure to enforce a provision is not a waiver of the right to do so later.
- Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
- Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, or agency.
- Notices. Notices to Cogneris must be sent to legal@cogneris.ai. Notices to Customer may be sent to the email associated with Customer's account.
- Export and sanctions. Customer will comply with applicable export control and sanctions laws and will not access the Service from a jurisdiction subject to comprehensive sanctions.
- U.S. government end users. The Service is "commercial computer software" as defined in the FAR and DFARS, licensed under these Terms.
22. Contact
Questions about these Terms? Contact us at legal@cogneris.ai or by post: Cogneris — Legal, [Registered office address — to be confirmed].