Terms of Service

These Terms of Service (“Terms”) are an agreement between CogniWork, Inc., a Delaware corporation (“CogniWork”, “we”, “us”), and the individual or entity that accesses the CogniWork service (“you”, “Customer”).

By creating an account, accessing the service, or clicking to accept these Terms, you agree to them. If you are agreeing on behalf of a company, you represent that you have the authority to bind that company, and “you” means that company.

CogniWork is currently in public beta. The Beta Terms apply in addition to these Terms and, where they conflict, the Beta Terms control for the duration of the beta.

The service

CogniWork is a hosted workspace platform. You describe what you want in natural language and the service creates data structures, views, automated processes and AI agents (“workers”) on your behalf, and runs them.

We may change, add to or remove features. If a change materially reduces the core functionality you rely on, we will give you reasonable advance notice by email or in the product.

Your account

You must be at least 18 years old and legally able to enter into contracts.

You are responsible for your account credentials, for everything done through your account, and for the acts and omissions of any person you invite to a workspace you control. Tell us promptly at [email protected] if you believe your account has been compromised.

Workspace owners control access to their workspaces. If you are invited to a workspace you do not own, the owner of that workspace controls what you can see and can remove your access at any time.

Your content

“Customer Content” means everything you put into the service or generate through it: your data records, files, prompts, workspace configuration, views, workflows, worker definitions, and the outputs produced for you.

You own it. As between you and us, Customer Content is yours. We claim no ownership of it.

What we may do with it. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display and process Customer Content solely to provide, secure and support the service for you. That licence ends when the content is deleted, except for backups pending routine expiry.

What we do not do with it. We do not sell Customer Content, and we do not use it to train foundation models — ours or anyone else’s. See the AI Disclosure for how models process your content, and the Privacy Policy for how we handle personal data.

Your responsibilities. You are responsible for having the right to submit Customer Content, for its legality, and for obtaining any consents required from the people it describes. Do not put content into the service that you are not permitted to process.

AI outputs, and your judgment

The service generates outputs using large language models. Outputs are probabilistic. They can be wrong, incomplete, or confidently mistaken, and identical inputs may produce different results.

You are responsible for reviewing outputs before relying on them, and for any decision you make on their basis. Do not use CogniWork as the sole basis for decisions with legal, medical, financial, safety or employment consequences without a competent human review.

The service can be configured to take actions autonomously — creating and modifying records, sending messages, calling systems you have connected. You are responsible for the automations you configure and for the scope of access you grant them.

Acceptable use

Your use of the service is subject to the Acceptable Use Policy, which is incorporated into these Terms. We may suspend or restrict access to prevent harm if we reasonably believe your use violates it.

Third-party integrations

The service can connect to systems you choose, including tools you connect through the Model Context Protocol, and messaging channels. Those systems are governed by their own terms and privacy practices, not ours. You are responsible for the credentials you supply and the access you grant, and we are not responsible for third-party systems, their availability, or what they do with data you direct us to send them.

Fees

During the public beta, the service is provided at no charge. If we introduce fees, we will give you at least 30 days’ notice before they apply to you, and you may stop using the service and export your data before they take effect.

Where fees apply, they are payable in advance, are non-refundable except as required by law or as stated in a written order, and are exclusive of taxes, which are your responsibility.

Confidentiality

Each party may receive non-public information from the other. Each party will protect the other’s confidential information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and contractors who need it and are bound by comparable obligations. This does not apply to information that is public through no fault of the receiving party, independently developed, or lawfully received from a third party. Disclosure compelled by law is permitted with prompt notice where lawful.

Intellectual property

We own the service — the software, models we develop, interfaces, documentation and branding — and all rights in it not expressly granted to you. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right to access and use the service during your subscription.

You may not copy, modify, reverse-engineer, resell or create derivative works of the service, remove proprietary notices, or use it to build a competing product.

If you send us feedback, we may use it without obligation or compensation to you. We will not identify you as its source without your permission.

Suspension

We may suspend your access, in whole or in part, if: you materially breach these Terms or the Acceptable Use Policy; your use poses a security risk to the service or another customer; or we are required to by law. Except where the risk is immediate, we will notify you first and give you an opportunity to fix the problem.

Term and termination

These Terms run until terminated.

You may stop using the service and delete your account at any time.

We may terminate for convenience with 30 days’ notice, or immediately for material breach that is not cured within 15 days of notice.

On termination: your right to access the service ends. You may export your Customer Content at any time before termination and for 30 days after it, after which we may delete it. Provisions that by their nature should survive — ownership, confidentiality, disclaimers, limitation of liability, indemnities and governing law — survive.

Warranties and disclaimers

Each party warrants it has the authority to enter into these Terms.

Otherwise, the service is provided “as is”. To the fullest extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the service will be uninterrupted, error-free, or that AI outputs will be accurate, complete or suitable for your purpose.

Limitation of liability

To the fullest extent permitted by law:

• Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost data or business interruption, even if advised of the possibility.
• Each party’s total aggregate liability arising out of or relating to these Terms is limited to the greater of (a) the fees you paid us in the 12 months before the event giving rise to the claim, or (b) US$100.

These limits do not apply to: your breach of the Acceptable Use Policy; either party’s breach of its confidentiality obligations; your indemnity obligations; or liability that cannot be limited by law.

During the beta, when the service is provided free of charge, our aggregate liability is limited to US$100.

Indemnity

You will defend and indemnify us against third-party claims arising from your Customer Content, your use of the service in breach of these Terms or the Acceptable Use Policy, or your violation of law or the rights of a third party. We will notify you of the claim, give you control of the defence, and cooperate reasonably at your expense.

Changes to these Terms

We may update these Terms. For material changes we will give at least 30 days’ notice by email or in the product before they take effect. Continued use after that date means you accept the updated Terms. If you do not accept them, stop using the service and you may export your data.

General

Governing law. These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware.

Assignment. You may not assign these Terms without our written consent, except to a successor of your business. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.

Entire agreement. These Terms, together with the policies they incorporate, are the entire agreement between the parties on this subject and supersede prior discussions. If a provision is held unenforceable, the rest remains in force.

No waiver. A failure to enforce a provision is not a waiver of it.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

Notices. We give notice by email to your account address or in the product. You give notice to [email protected].

Contact

CogniWork, Inc. {{REGISTERED_ADDRESS}} [email protected]