TERMS OF USE - UPDATED FOR THREE-LAYER BUSINESS MODEL

Cognitiva Systems Inc.
Effective Date: 15 April 2026
Last Updated: 15 April 2026

ACCEPTANCE OF TERMS

By accessing or using CognitivaOS, Intelligence Platform APIs, or any Cognitiva services ("Services"), you agree to these Terms of Use ("Terms"). If you do not agree, do not use our Services.

Binding Agreement: These Terms create a legally binding contract between you and Cognitiva Systems Inc. ("Cognitiva," "we," "us," or "our").

English Version Controls: In disputes, the English version governs.

1. SCOPE AND SERVICES

1.1 Services Provided

Cognitiva operates a three-layer platform:

Layer 1 - CognitivaOS (Execution Platform):

Campaign management and workflow automation
Approval routing and tracking
Communication coordination
Payment processing coordination (via Stripe)
Deliverable management

Layer 2 - Data Infrastructure:

Data transformation and anonymization
Dataset creation and structuring
Data licensing to third parties

Layer 3 - Intelligence Platform (AI APIs):

Creator matching algorithms
Payment risk detection
Campaign success prediction
Compliance monitoring
Other ML-powered decision APIs

1.2 Service Availability

Geographic Scope: Services available globally, subject to local law compliance.

Uptime Target: 99.5% uptime for paid subscribers (best effort for free tier).

Maintenance: Scheduled maintenance announced 48 hours in advance.

No Guarantee: Services provided "as is" without availability warranties.

2. ELIGIBILITY

2.1 Age and Capacity

You must:

Be at least 18 years old (or age of majority in your jurisdiction)
Have legal capacity to enter contracts
Not be barred from using Services under applicable law

2.2 Business Authority

If registering for a business:

You have authority to bind that entity
Entity is validly existing
Entity can legally receive Services

2.3 Prohibited Persons

You may NOT use Services if you are:

Located in sanctioned jurisdictions (Cuba, Iran, North Korea, Syria, Crimea)
On OFAC, UN, or EU sanctions lists
Subject to export control restrictions
Operating in violation of anti-money laundering laws

3. ACCOUNT REGISTRATION

3.1 Account Creation

Required Information:

Full name (individual or business)
Valid business email address
Company name and type
Password (strong password required)

Optional Information:

Phone number
Business address
Tax identification number
Payment information (for paid plans)

3.2 Account Security

You agree to:

Provide accurate and complete information
Keep account credentials secure
Use strong, unique passwords
Enable multi-factor authentication (MFA) when available
Notify us immediately of unauthorized access

Your Responsibility: You are responsible for all activity under your account.

3.3 Account Suspension

We may suspend or terminate accounts for:

Violation of these Terms
Fraudulent activity or payment disputes
Security threats or abuse
Regulatory requirements
Extended inactivity (3+ years)
Non-payment of fees

Notice: 30 days notice for non-payment; immediate for fraud/security threats.

Data Retention: 90 days to export data after suspension.

4. PRICING AND PAYMENT

4.1 Service Tiers

CognitivaOS Subscription Plans:

Free Trial:

Duration: First 3 campaigns OR 30 days (whichever comes first)
Features: Full platform access
Limitations: Limited to 3 campaigns
No credit card required
No automatic conversion to paid plan

Agency Plan:

Pricing: $200-500/month based on campaign volume
Tier 1 (1-10 campaigns/month): $200/month
Tier 2 (11-25 campaigns/month): $350/month
Tier 3 (26+ campaigns/month): $500/month
Billing: Monthly in advance
Annual discount: 15% (2 months free)

Enterprise Plan:

Pricing: Custom (contact sales@cognitiva.systems)
Features: Dedicated support, custom SLA, data residency options
Minimum: $2,000/month or $20,000/year

4.2 Intelligence Platform API Pricing

Per-Decision Pricing:

Creator Matching: $0.05 per request
Payment Risk Detection: $0.10 per analysis
Campaign Prediction: $0.15 per prediction
Compliance Scan: $0.08 per scan

Monthly Minimums:

Pay-as-you-go: No minimum
Business Plan: $100/month minimum commitment
Enterprise: Custom commitments

Rate Limits:

Free tier: 100 requests/day
Business: 10,000 requests/day
Enterprise: Custom limits

4.3 Data Licensing

Anonymized Dataset Access:

Pricing: Custom based on dataset size and scope
Minimum: $10,000 for enterprise data licensing
Contact: sales@cognitiva.systems

4.4 Payment Terms

Billing Cycle:

Subscriptions: Billed monthly in advance
API usage: Billed monthly in arrears
Enterprise: Custom billing cycles available

Payment Methods:

Credit/debit cards (via Stripe)
ACH/bank transfer (Enterprise only, $2,000+ monthly)
Wire transfer (annual contracts $20,000+)

Automatic Renewal:

Monthly subscriptions auto-renew
Annual subscriptions auto-renew
Cancel anytime (no penalties)

Late Payments:

Grace period: 7 days
Service suspension: 15 days past due
Account termination: 30 days past due
Late fee: 1.5% per month (max allowed by law)

4.5 Refund Policy

Free Trial:

No refund needed (no payment required)

Monthly Subscriptions:

First 30 days: Full pro-rated refund if unsatisfied
After 30 days: No refunds for unused time
Cancellation: Effective at end of current billing cycle

Annual Subscriptions:

First 30 days: Full refund if unsatisfied
After 30 days: Pro-rated refund of unused months (minus 15% discount received)

API Usage:

No refunds for completed API requests
Billing disputes: Contact billing@cognitiva.systems within 30 days

Enterprise Contracts:

Custom refund terms in contract
Generally non-refundable after 30 days

4.6 Price Changes

Notification:

60 days advance notice for price increases
Email notification to account holder
Prominent in-app notice

Grandfathering:

Current plan rate locked for remainder of billing cycle
Annual contracts: Locked for contract term
Can downgrade or cancel before increase takes effect

Price Decreases:

Applied immediately to all users
No notice required

4.7 Stripe Payment Processing

Critical Disclosure:

Cognitiva is NOT: ✗ A bank or financial institution ✗ A money services business ✗ A money transmitter ✗ An escrow service ✗ A payment processor ✗ A deposit-taking institution

Stripe's Role:

Stripe, Inc. is the independent payment processor
Stripe is a separate legal entity
Stripe acts as data controller for payment data
Stripe determines payment processing methods

Our Limitations: We are NOT responsible for: ✗ Stripe's compliance with payment regulations ✗ Payment holds or verification requirements ✗ Delayed fund transfers ✗ Stripe security breaches ✗ Stripe's fraud detection actions ✗ Stripe account suspensions

Stripe's Terms: You separately agree to Stripe's Connected Account Agreement and Services Agreement when providing payment information.

Stripe Privacy Policy: https://stripe.com/privacy

Your Relationship with Stripe: You have a direct legal relationship with Stripe. Disputes with Stripe are between you and Stripe, not Cognitiva.

5. INTELLECTUAL PROPERTY

5.1 Cognitiva's IP

We Own:

CognitivaOS platform code and design
Intelligence Platform algorithms and models
Anonymization methodologies
Brand assets (trademarks, logos)
Documentation and training materials
Anonymized derivative datasets

Your Rights:

Limited license to use Services during subscription
No ownership transfer
No source code access
No reverse engineering

5.2 Client Data Ownership

You Own:

All raw campaign data you input to CognitivaOS
Original content, messages, files you upload
Your branding and intellectual property

We Own:

Anonymized derivatives we create from your data (per Section 5.4)
Platform-generated metadata
System logs and analytics
AI model outputs (you receive license to use)

5.3 User-Generated Content

Content You Submit:

Campaign briefs, messages, deliverables
Support tickets, feedback, suggestions
Profile information

License Grant to Us: You grant Cognitiva:

Non-exclusive, worldwide, royalty-free license
To host, store, process content as necessary for Services
To create anonymized derivatives (per Section 5.4)
To display content to authorized workspace members

Restrictions:

We do NOT claim ownership of your content
License terminates when you delete content (except anonymized derivatives)
We cannot use your confidential content for marketing without permission

5.4 Data Transformation and Anonymization

Critical IP Provision:

Raw Data Ownership: You retain full ownership of raw campaign data in your CognitivaOS workspace.

Anonymized Data Ownership: When you authorize data export for anonymization:

✓ We Own: All anonymized, transformed derivatives we create ✓ We Own: Datasets we compile from anonymized data ✓ We Own: Statistical models trained on anonymized data ✓ We Own: Aggregated insights and benchmarks

Rights You Grant: By using CognitivaOS and authorizing data export, you grant us:

Right to Anonymize: Transform your raw data per Privacy Policy Section 8
Right to Commercialize: License anonymized datasets to third parties
Right to Train AI: Use anonymized data to develop ML models
Right to Retain: Keep anonymized derivatives indefinitely

Rights You Retain: ✓ Ownership of raw data ✓ Right to opt-out of future data export ✓ Right to request dataset exclusion (future contributions only)

Cannot Recall: Once data is anonymized and distributed, it cannot be recalled or "un-anonymized." Anonymization is irreversible.

5.5 AI Model Outputs

API Results:

You receive a perpetual, non-exclusive license to AI-generated insights
Cognitiva retains ownership of underlying models
You may use outputs for internal business purposes
You may NOT reverse engineer models from outputs
You may NOT create competing AI services using outputs

Model Improvement:

API usage patterns may inform model improvements
Feedback on accuracy helps train models
Aggregate (non-identified) output data may be analyzed

5.6 Feedback and Suggestions

Voluntary Feedback: If you provide ideas, suggestions, or feedback:

Cognitiva may use freely without compensation
No confidentiality obligation unless separate NDA signed
No IP rights created in Cognitiva's favor

How to Protect Your IP:

Do NOT share confidential inventions as "feedback"
Execute NDA before disclosing trade secrets
Submit inventions through proper IP channels

6. ACCEPTABLE USE

6.1 Permitted Uses

You may use Services to: ✓ Manage legitimate influencer/creator campaigns ✓ Coordinate marketing workflows ✓ Process campaign-related communications ✓ Analyze campaign performance ✓ Integrate with other business tools via API

6.2 Prohibited Uses

You may NOT:

Illegal Activities: ✗ Violate any applicable laws or regulations ✗ Facilitate illegal goods or services ✗ Money laundering or terrorist financing ✗ Fraud, deception, or misrepresentation ✗ Violation of export controls or sanctions

Abuse and Harm: ✗ Harass, threaten, or harm others ✗ Distribute malware or viruses ✗ Phishing or social engineering attacks ✗ Child exploitation or abuse ✗ Non-consensual intimate imagery

Content Violations: ✗ Spam or unsolicited commercial messages ✗ Hate speech or incitement to violence ✗ Impersonation of others ✗ Intellectual property infringement ✗ Disclosure of private information without consent

System Abuse: ✗ Attempt to breach security measures ✗ Reverse engineer platform code ✗ Automated scraping or data harvesting ✗ Denial of service attacks ✗ Exceed API rate limits intentionally ✗ Create multiple accounts to circumvent limits

Competitive Misuse: ✗ Benchmark against Services for competitive product ✗ Resell Services without authorization ✗ White-label Services without license ✗ Use Intelligence Platform to build competing AI service

6.3 Enforcement

Violation Response:

Warning (first offense, minor violations)
Content removal (violating content)
Feature restriction (API abuse)
Account suspension (serious violations)
Account termination (repeated or severe violations)
Legal action (illegal activity, major harm)

No Refund: Termination for violations forfeits any remaining prepaid fees.

7. SERVICE LEVEL AND SUPPORT

7.1 Uptime Commitment

Target Uptime:

Paid Plans: 99.5% monthly uptime
Free Trial: Best effort (no SLA)

Exclusions: Downtime due to:

Scheduled maintenance (announced 48 hours advance)
Force majeure events
Third-party service failures (Stripe, AWS, etc.)
Your internet/device issues
DDoS attacks or security incidents

Remedy:

Enterprise only: Service credits per contract
Other plans: No compensation for downtime

7.2 Support Levels

Free Trial:

Email support only
Response time: 5 business days
No phone or chat support

Agency Plan:

Email and in-app support
Response time: 2 business days
Priority ticket queue

Enterprise:

Dedicated account manager
Response time: 4 business hours
Phone and video call support
Quarterly business reviews

Support Channels:

Email: support@cognitiva.systems
In-app: Help widget (paid plans)
Knowledge base: docs.cognitiva.systems

8. DATA PROCESSING AND PRIVACY

8.1 Privacy Policy Incorporation

Our Privacy Policy is incorporated by reference. By using Services, you agree to Privacy Policy terms.

Read the Privacy Policy: [Link to Privacy Policy]

Key Points:

We act as data processor for your campaign data
We act as controller for anonymized derivatives
We license anonymized data to third parties (this funds competitive pricing)
You can opt-out of data contributions (may limit features)

8.2 Data Processing Agreement (DPA)

Enterprise Clients: Separate Data Processing Agreement governs our processor role.

Request DPA: dpa@cognitiva.systems

Standard Clauses:

EU Standard Contractual Clauses (SCCs)
UK International Data Transfer Addendum
CCPA Service Provider provisions

8.3 Data Security

Your Responsibilities:

Keep account credentials secure
Enable MFA
Promptly report security incidents
Ensure authorized users only

Our Responsibilities:

Encryption in transit (TLS 1.3)
Encryption at rest (AES-256)
Regular security audits
Incident response procedures

Breach Notification: We notify you within 48 hours of discovering a security breach affecting your data.

8.4 Data Portability

Export Options:

Campaign data: JSON, CSV export via API
Messages: Standard export formats
Reports: PDF, XLSX download

Timing:

On-demand export anytime while account active
90-day grace period after account termination

Format: Machine-readable, structured formats compatible with other platforms.

9. THIRD-PARTY SERVICES

9.1 Stripe Payment Processing

See Section 4.7 for full Stripe disclosures.

Key Points:

Stripe is independent controller
Cognitiva not liable for Stripe actions
You have direct relationship with Stripe

9.2 Other Integrations

Available Integrations:

Google Workspace
Slack
Salesforce
And others (see integrations page)

Integration Terms:

You separately agree to third-party terms
Cognitiva not responsible for third-party failures
Integration access may be revoked by third party

9.3 API Clients

If You Integrate Cognitiva APIs:

You must have valid API credentials
Rate limits apply
You are responsible for your end users
No transfer or sale of API access without permission

10. WARRANTIES AND DISCLAIMERS

10.1 Limited Warranty

We Warrant:

Services will substantially conform to documentation
We have rights to provide Services
Services will comply with applicable laws

Remedy: If we breach warranty:

We will attempt to fix issue within 30 days
If unfixable, you may terminate and receive pro-rated refund

Warranty Period: 90 days from first use of each Service.

10.2 DISCLAIMER OF WARRANTIES

SERVICES PROVIDED "AS IS":

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR LIMITED WARRANTY ABOVE:

WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

✗ MERCHANTABILITY ✗ FITNESS FOR PARTICULAR PURPOSE ✗ NON-INFRINGEMENT ✗ ACCURACY OR COMPLETENESS OF RESULTS ✗ ERROR-FREE OR UNINTERRUPTED OPERATION ✗ SECURITY (though we implement measures)

INTELLIGENCE PLATFORM SPECIFICALLY:

✗ AI predictions are NOT guaranteed accurate ✗ Creator matching scores are guidance, not certainty ✗ Risk detection may have false positives/negatives ✗ No warranty that AI prevents all payment disputes ✗ Models improve over time; accuracy may vary

YOU ASSUME RISK:

Reliance on Services is at your own risk
Verify critical information independently
Maintain backup records

11. LIMITATION OF LIABILITY

11.1 Liability Cap

MAXIMUM LIABILITY:

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO SERVICES IS LIMITED TO:

The greater of: (a) Fees you paid in the 12 months before claim arose, OR (b) $100 USD

This applies regardless of legal theory (contract, tort, negligence, etc.).

11.2 Excluded Damages

WE ARE NOT LIABLE FOR:

✗ Indirect damages ✗ Consequential damages ✗ Incidental damages ✗ Special damages ✗ Punitive damages ✗ Lost profits ✗ Lost revenue ✗ Lost data (you must maintain backups) ✗ Loss of business opportunity ✗ Reputational harm

Even if:

We were advised of possibility of such damages
Limited remedies fail of essential purpose

11.3 Exceptions to Limitations

Limitations do NOT apply to:

Our Fraud: Intentional misconduct or gross negligence by Cognitiva
Your Indemnity: Your obligations to indemnify us (Section 12)
Prohibited by Law: Where jurisdiction prohibits limitation
Death/Personal Injury: Caused by our negligence

11.4 Third-Party Claims

Stripe and Other Services:

We are NOT liable for:

Stripe payment processing failures
Third-party integration failures
Third-party security breaches
Third-party terms violations

Direct Relationship: You must pursue claims against third parties directly.

12. INDEMNIFICATION

12.1 Your Indemnity to Us

You agree to indemnify, defend, and hold harmless Cognitiva and our officers, directors, employees, contractors, and agents from:

Claims arising from:

Your violation of these Terms
Your violation of applicable laws
Your content or data
Your use of Services
Infringement of third-party rights
Negligence or willful misconduct

Includes:

Legal fees and costs
Settlement amounts
Judgments
Regulatory fines (if caused by you)

12.2 Process

Notice: We will notify you promptly of indemnifiable claims.

Control: You may control defense, but:

We can participate with our own counsel (at our cost)
You cannot settle without our consent if it admits fault or requires action from us

Cooperation: We will reasonably cooperate with your defense.

12.3 Our Indemnity to You (Enterprise Only)

IP Indemnity:

For Enterprise customers only, we will indemnify you if our Services infringe third-party IP rights.

Conditions:

Prompt notice of claim
Control of defense
Reasonable cooperation

Remedies:

Obtain license for you to continue using Services
Modify Services to be non-infringing
Replace with non-infringing alternative
Terminate contract and refund prepaid fees

Exclusions: No indemnity if infringement caused by:

Your modifications of Services
Your combination with other products
Your use after notice to stop
Your content or data

13. TERM AND TERMINATION

13.1 Term

Agreement Term:

Begins: When you first use Services
Continues: Until terminated by either party

Subscription Term:

Monthly: Month-to-month
Annual: One-year term, auto-renews
Enterprise: Per contract

13.2 Termination by You

How to Terminate:

Cancel in account settings
Email cancel@cognitiva.systems
Notice: Effective at end of current billing cycle

Effect:

Access continues through paid period
No refund for unused time (except as in Section 4.5)
Data export available for 90 days post-termination

13.3 Termination by Us

For Cause (Immediate):

Material breach of Terms
Fraud or illegal activity
Security threat
Non-payment (30 days past due)
Repeated abuse after warnings

Without Cause (30 Days Notice):

We may discontinue Services
You receive pro-rated refund
90-day data export grace period

13.4 Effect of Termination

Upon Termination:

You Lose: ✗ Access to Services ✗ All workspace data (after grace period) ✗ API access credentials ✗ Support entitlements

You Keep: ✓ Exported data (if exported during grace period) ✓ License to AI outputs you received while subscribed ✓ Ownership of your original content

We Keep: ✓ Anonymized datasets already created ✓ Right to license anonymized data ✓ Payment records (legal retention) ✓ Aggregated analytics

Survival: These sections survive termination:

Intellectual Property (Section 5)
Disclaimers (Section 10)
Limitation of Liability (Section 11)
Indemnification (Section 12)
Dispute Resolution (Section 14)

14. DISPUTE RESOLUTION

14.1 Informal Resolution

Before Legal Action: Contact us at legal@cognitiva.systems to attempt informal resolution.

Timeframe: We'll respond within 15 business days and attempt good-faith resolution within 60 days.

14.2 Binding Arbitration (U.S. Users)

Agreement to Arbitrate:

U.S.-based users agree to resolve disputes through binding arbitration, NOT court litigation (except as noted).

Arbitration Rules:

Provider: American Arbitration Association (AAA)
Rules: AAA Commercial Arbitration Rules
Location: Delaware or your location (your choice)
Language: English
One arbitrator (mutually selected or AAA-appointed)

Costs:

We pay AAA filing fees
Each party pays own attorney fees (unless applicable law requires otherwise)
Arbitrator may award fees to prevailing party

Exceptions to Arbitration: You may bring claims in small claims court if claim qualifies.

14.3 Class Action Waiver

NO CLASS ACTIONS:

You agree to bring claims individually, not as part of class, collective, or representative action.

No Class Arbitration: Arbitrator may not consolidate claims or conduct class arbitration.

Opt-Out: You may opt out of class action waiver by notifying us in writing within 30 days of first use at legal@cognitiva.systems with "Class Action Waiver Opt-Out" subject line.

14.4 Non-U.S. Users

Governing Law: Delaware law governs (excluding conflicts of law rules).

Jurisdiction: Courts of Delaware have exclusive jurisdiction.

Exception: Mandatory consumer protection laws of your jurisdiction may apply.

15. GENERAL PROVISIONS

15.1 Entire Agreement

These Terms, Privacy Policy, and any referenced agreements constitute the entire agreement.

Supersedes: All prior agreements, proposals, or representations (written or oral).

Order of Precedence:

Enterprise written contract (if any)
These Terms of Use
Privacy Policy
Other referenced policies

15.2 Amendments

How We Update:

Post updated Terms on website
Notify via email (for material changes)
Update "Last Updated" date

Advance Notice:

30 days for material changes
Effective immediately for clarifications or legal compliance

Continued Use: Using Services after effective date constitutes acceptance.

Objection: If you object, discontinue use before effective date.

15.3 Assignment

You: You may NOT assign these Terms without our written consent.

Us: We may assign to:

Affiliated entities
Successor in merger/acquisition
Purchaser of assets

Notice: We'll notify you of assignment.

15.4 Severability

If any provision is unenforceable:

That provision is modified to minimum extent necessary to make it enforceable
Remaining provisions remain in full force

15.5 Waiver

No Implied Waiver: Our failure to enforce any right or provision does not waive future enforcement.

Written Waiver: Waivers must be in writing and signed.

15.6 Force Majeure

We are not liable for failure to perform due to:

Natural disasters
War, terrorism, civil unrest
Government actions
Internet or utility failures
Pandemics
Other events beyond reasonable control

Notification: We'll notify you and attempt to mitigate impact.

15.7 Relationship

Independent Contractors: You and Cognitiva are independent contractors, not partners, joint venturers, or employer/employee.

No Agency: Neither party can bind the other or incur obligations on other's behalf.

15.8 Export Control

Compliance Required: You must comply with U.S. export laws and your local export laws.

Prohibited Use: Services may not be exported to:

Sanctioned countries or entities
Denied parties lists
For prohibited end uses (weapons development, etc.)

Your Certification: You certify you are not in prohibited jurisdiction or on denied party list.

15.9 U.S. Government Rights

Restricted Rights:

If you are U.S. Government:

Services are "Commercial Computer Software"
Rights limited to those granted to public under these Terms
FAR 52.227-19 and DFARS 227.7202 apply

15.10 Contact Information

Phone: +1 302-217-6601
General: contact@cognitiva.systems Support: support@cognitiva.systems Legal: legal@cognitiva.systems Privacy: privacy@cognitiva.systems Security: security@cognitiva.systems

16. SPECIFIC SERVICE TERMS

16.1 Intelligence Platform API

Additional Terms for API Users:

Rate Limits:

Respect published rate limits
Excessive requests may be throttled
Abuse may result in temporary suspension

Attribution:

Clearly display "Powered by Cognitiva Intelligence" when showing scores/predictions to end users

No Circumvention:

Do not create caching layers to avoid per-request pricing
Do not batch requests to circumvent limits

Model Updates:

Models may be updated without notice
Accuracy may improve or change
No warranty of consistency across updates

16.2 Data Licensing

Additional Terms for Data Licensees:

Separate Agreement: Dataset licensing requires separate Data Licensing Agreement.

These Terms Apply: To extent not superseded by Data Licensing Agreement.

ACCEPTANCE

BY CLICKING "I ACCEPT," CREATING AN ACCOUNT, OR USING SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.

Effective Date: 15 April 2026 Version: 2.0 Last Updated: 15 April 2026

END OF TERMS OF USE

← All legal documents