LEGAL

Terms of Use

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):

Layer 2 - Data Infrastructure:

Layer 3 - Intelligence Platform (AI 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:

2.2 Business Authority

If registering for a business:

2.3 Prohibited Persons

You may NOT use Services if you are:

3. ACCOUNT REGISTRATION

3.1 Account Creation

Required Information:

Optional Information:

3.2 Account Security

You agree to:

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

3.3 Account Suspension

We may suspend or terminate accounts for:

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:

Agency Plan:

Enterprise Plan:

4.2 Intelligence Platform API Pricing

Per-Decision Pricing:

Monthly Minimums:

Rate Limits:

4.3 Data Licensing

Anonymized Dataset Access:

4.4 Payment Terms

Billing Cycle:

Payment Methods:

Automatic Renewal:

Late Payments:

4.5 Refund Policy

Free Trial:

Monthly Subscriptions:

Annual Subscriptions:

API Usage:

Enterprise Contracts:

4.6 Price Changes

Notification:

Grandfathering:

Price Decreases:

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:

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:

Your Rights:

5.2 Client Data Ownership

You Own:

We Own:

5.3 User-Generated Content

Content You Submit:

License Grant to Us: You grant Cognitiva:

Restrictions:

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:

  1. Right to Anonymize: Transform your raw data per Privacy Policy Section 8
  2. Right to Commercialize: License anonymized datasets to third parties
  3. Right to Train AI: Use anonymized data to develop ML models
  4. 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:

Model Improvement:

5.6 Feedback and Suggestions

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

How to Protect Your IP:

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:

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

7. SERVICE LEVEL AND SUPPORT

7.1 Uptime Commitment

Target Uptime:

Exclusions: Downtime due to:

Remedy:

7.2 Support Levels

Free Trial:

Agency Plan:

Enterprise:

Support Channels:

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:

8.2 Data Processing Agreement (DPA)

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

Request DPA: dpa@cognitiva.systems

Standard Clauses:

8.3 Data Security

Your Responsibilities:

Our Responsibilities:

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

8.4 Data Portability

Export Options:

Timing:

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:

9.2 Other Integrations

Available Integrations:

Integration Terms:

9.3 API Clients

If You Integrate Cognitiva APIs:

10. WARRANTIES AND DISCLAIMERS

10.1 Limited Warranty

We Warrant:

Remedy: If we breach warranty:

  1. We will attempt to fix issue within 30 days
  2. 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:

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:

11.3 Exceptions to Limitations

Limitations do NOT apply to:

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

11.4 Third-Party Claims

Stripe and Other Services:

We are NOT liable for:

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:

Includes:

12.2 Process

Notice: We will notify you promptly of indemnifiable claims.

Control: You may control defense, but:

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:

Remedies:

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

Exclusions: No indemnity if infringement caused by:

13. TERM AND TERMINATION

13.1 Term

Agreement Term:

Subscription Term:

13.2 Termination by You

How to Terminate:

Effect:

13.3 Termination by Us

For Cause (Immediate):

Without Cause (30 Days Notice):

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:

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:

Costs:

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:

  1. Enterprise written contract (if any)
  2. These Terms of Use
  3. Privacy Policy
  4. Other referenced policies

15.2 Amendments

How We Update:

Advance Notice:

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:

Notice: We'll notify you of assignment.

15.4 Severability

If any provision is unenforceable:

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:

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:

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:

15.10 Contact Information

Cognitiva Systems Inc. 407 E Ayre St #1484 Wilmington, DE 19804 United States

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:

Attribution:

No Circumvention:

Model 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

Terms of Use | Cognitiva