Terms of Service

Effective date: 2026-05-23

Cognethics LLC

These Terms of Service ("Terms") govern your use of the Cognethics A4 platform, including the developer portal at developers.cognethics.com, the production API endpoints under *.cognethics.com, the Python SDK published as cognethics on PyPI, and any successor or related services (collectively, the "Service"). The Service is provided by Cognethics LLC, a Georgia limited liability company ("Cognethics", "we", "us", or "our").

By accessing or using the Service, you ("Customer" or "you") agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization, and "you" refers to that organization.

1. Acceptance of Terms

You accept these Terms by (a) clicking "I agree" during account signup, (b) accessing or using the Service, or (c) executing an order form, master service agreement, or written addendum that references these Terms. If you do not agree to these Terms, do not use the Service.

For enterprise customers, an executed Master Service Agreement (MSA) and Order Form supersede these Terms to the extent of any conflict. The Data Processing Addendum at /legal/dpa/ and the Service Level Agreement at /legal/sla/ are incorporated by reference.

2. The Service

Cognethics LLC provides the A4 developer platform: a multi-tenant SaaS for building agentic, document-intensive, and auditable workflows. The Service includes:

• A REST and MCP (Model Context Protocol) API surface for platform operations
• A Python SDK (cognethics on PyPI) for programmatic access
• A web-based operator console for tenant administration
• Document intelligence, agent orchestration, audit, and webhook infrastructure
• Enterprise authentication (SAML 2.0, SCIM 2.0, OIDC 1.0) and tenant-admin tooling

Service descriptions are documented at developers.cognethics.com. Cognethics may evolve, enhance, or modify the Service from time to time; we will not materially diminish the Service during your then-current subscription term.

3. Accounts and API Keys

You must register an account to use the Service. You agree to:

• Provide accurate, current, and complete account information
• Maintain the security of your credentials and API keys
• Promptly notify us of any unauthorized use through the contact form in the Contact section (select the Security topic)
• Be responsible for all activity under your account and keys

API keys are confidential. Use one key per environment, rotate keys on a regular schedule, and rotate immediately if a key is exposed. Cognethics may revoke any key, suspend access, or terminate accounts that violate these Terms.

You must be at least 18 years of age and legally able to enter binding contracts to use the Service.

4. Acceptable Use

You agree not to, and not to permit any third party to:

• Use the Service to distribute malware, ransomware, phishing content, or any unlawful material
• Attempt to gain unauthorized access to the Service, other customers' tenants, or any underlying infrastructure
• Reverse-engineer, decompile, or attempt to derive source code from the Service, except to the extent applicable law expressly permits
• Bulk-scrape, mirror, or systematically harvest the documentation surfaces (/reference/, /recipes/, handler catalogs, JSON endpoints) for redistribution or to build a derivative catalog
• Circumvent or attempt to circumvent rate limits, quotas, authentication, authorization, or audit logging
• Use the Service to send unsolicited bulk communications, to harass, or to harm any person
• Use the Service to generate content that infringes third-party intellectual property, violates privacy rights, or violates applicable law
• Use the Service to build, train, or improve a competing artificial intelligence platform, language model, or developer platform

AI agents performing standard tool discovery (the MCP tools/list JSON-RPC method against your authenticated tenant) are explicitly permitted. Bulk crawling of static catalog files is not. Cognethics may apply rate limits, IP-based throttling, or access revocation to enforce this section.

5. Customer Data and Privacy

"Customer Data" means data, documents, prompts, configurations, and other content you or your authorized users submit to the Service. As between you and Cognethics, you retain all right, title, and interest in and to Customer Data.

You grant Cognethics a limited, non-exclusive, worldwide license to process, store, transmit, and display Customer Data solely to (a) operate and provide the Service, (b) prevent or address technical or security issues, (c) comply with legal obligations, and (d) enforce these Terms.

Our handling of personal data is governed by the Privacy Policy at /legal/privacy/ and, where applicable, the Data Processing Addendum at /legal/dpa/. For HIPAA-covered workloads, a Business Associate Agreement is available through the contact form in the Contact section.

Production Customer Data is hosted in the AWS region the Customer selects in the applicable order form; absent a selection, the default region is AWS us-west-2 (Oregon, United States). Sub-processors are listed at /trust/sub-processors/, with a 30-day advance-notice RSS feed for any additions.

6. Payment Terms

Fees, billing cycles, and quotas for each tier are published at https://cognethics.com/pricing and on the order form you execute. Unless an order form states otherwise:

• Fees are payable in U.S. dollars and billed in advance for the applicable subscription term
• Invoices are due net 30 from the invoice date
• Late payments accrue interest at 1.5% per month or the maximum rate allowed by law, whichever is lower
• Fees are non-refundable except as stated in the SLA service-credit schedule or as required by law
• Taxes (other than taxes on Cognethics's net income) are your responsibility

Cognethics may suspend the Service for accounts with invoices more than 30 days past due, on at least 10 days' written notice.

7. Confidentiality

Each party may receive non-public business, technical, or financial information of the other ("Confidential Information"). The receiving party will (a) protect Confidential Information using the same care it uses for its own confidential information, and in no event less than reasonable care, (b) use Confidential Information only to perform under these Terms, and (c) not disclose Confidential Information to any third party except to employees, contractors, and advisors with a need to know and bound by confidentiality obligations no less protective.

Confidentiality obligations survive for three (3) years after termination, except trade secrets, which survive for as long as they remain trade secrets.

8. Intellectual Property

Customer ownership. Customer Data and any output generated from Customer Data through the Service remain your property.

Cognethics ownership. The Service, including the platform, software, documentation, APIs, SDKs, MCP handlers, prompt templates, embeddings infrastructure, agent orchestration code, and all related intellectual property, is and remains the exclusive property of Cognethics and its licensors. Cognethics grants you a non-exclusive, non-transferable, revocable license to access and use the Service during your subscription term, solely for your internal business purposes and in accordance with these Terms.

Feedback. If you provide suggestions, ideas, or feedback about the Service, Cognethics may use them without restriction or compensation.

Third-party components. Some components of the Service are provided under open-source licenses; those components remain governed by their respective licenses.

9. Warranties and Disclaimers

Mutual. Each party represents that it has the authority to enter into these Terms and that doing so does not breach any other agreement.

Cognethics service warranty. Cognethics warrants that the Service will perform materially in accordance with the documentation published at developers.cognethics.com. Your exclusive remedy for breach of this warranty is the service-credit schedule in the SLA.

Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". COGNETHICS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF AI-GENERATED CONTENT. COGNETHICS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

You are responsible for evaluating AI-generated outputs before relying on them for material decisions. The Service is not a substitute for professional advice (medical, legal, financial, or otherwise).

10. Limitation of Liability

EXCEPT FOR (A) BREACH OF CONFIDENTIALITY, (B) INDEMNIFICATION OBLIGATIONS, (C) WILLFUL MISCONDUCT, OR (D) AMOUNTS PAYABLE TO COGNETHICS FOR THE SERVICE:

• NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR COST OF SUBSTITUTE GOODS OR SERVICES
• EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS IS CAPPED AT THE FEES YOU PAID TO COGNETHICS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM

These limits apply regardless of the form of action, whether contract, tort, strict liability, or otherwise, and even if a party has been advised of the possibility of such damages.

11. Indemnification

By Cognethics. Cognethics will defend you against any third-party claim that the Service, as provided by Cognethics and used in accordance with these Terms, infringes such third party's intellectual property rights, and will pay damages finally awarded against you (or amounts in settlement that Cognethics approves) attributable to such claim. Cognethics's obligations do not apply to claims arising from (a) Customer Data, (b) your modifications to the Service, (c) your combination of the Service with third-party products not provided by Cognethics, or (d) your use of the Service outside the scope of these Terms.

By Customer. You will defend Cognethics against any third-party claim arising from (a) Customer Data, (b) your violation of these Terms or applicable law, or (c) your use of the Service in combination with products not provided by Cognethics, and will pay damages finally awarded against Cognethics (or amounts in settlement that you approve) attributable to such claim.

Process. The indemnified party must promptly notify the indemnifying party of the claim, tender sole control of the defense, and provide reasonable cooperation. The indemnifying party will not settle any claim that imposes liability or admission on the indemnified party without prior written consent.

12. Term and Termination

These Terms apply for the duration of your account and any active subscription term, and continue until terminated.

Termination for cause. Either party may terminate these Terms for cause on 30 days' written notice of a material breach if the breach is not cured within that period. Cognethics may terminate immediately for breach of Sections 4 (Acceptable Use), 5 (Customer Data and Privacy), or 8 (Intellectual Property).

Termination for convenience. You may terminate your account at any time by canceling your subscription through the operator console or through the contact form in the Contact section. Cognethics may terminate any free-tier or sandbox account at any time on 30 days' notice.

Effect of termination. On termination, your right to access the Service ends. For 30 days after termination, you may export Customer Data using the data-portability APIs at /data-portability/ or by requesting an archive ZIP through the contact form in the Contact section (select the Privacy topic). After 30 days, Cognethics will delete Customer Data from production systems within 30 days. Backup copies are retained for up to 90 days after deletion from production, then purged.

Surviving sections. Sections 5 (Customer Data and Privacy), 7 (Confidentiality), 8 (Intellectual Property), 9 (Warranties and Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 12 (Term and Termination), 13 (Governing Law and Dispute Resolution), and 14 (General) survive termination.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Georgia, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal resolution. Before filing any claim, the parties will attempt to resolve the dispute through good-faith discussion. Either party may initiate this process by sending a written notice to the other.

Binding arbitration. Any dispute that is not resolved within 60 days of the informal-resolution notice will be finally settled by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, by a single arbitrator appointed in accordance with those rules. The seat of arbitration is Atlanta, Georgia. The language of arbitration is English. The arbitrator's award is final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Carve-out. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information without first proceeding to arbitration.

Class-action waiver. Each party waives any right to bring or participate in a class action, collective action, or representative action arising out of or related to these Terms.

14. General

Notices. Notices to Cognethics must be sent through the contact form in the Contact section below and to Cognethics LLC, c/o Legal, by mail at the registered office. Notices to you will be sent to the email address on file for your account.

Assignment. You may not assign these Terms without Cognethics's prior written consent, except to an affiliate or successor in a merger, acquisition, or sale of substantially all assets, provided the assignee is not a competitor of Cognethics. Cognethics may assign these Terms without restriction.

Entire agreement. These Terms, together with any executed order form, MSA, DPA, BAA, or SLA, form the entire agreement between the parties with respect to the Service and supersede all prior or contemporaneous understandings.

Severability. If any provision is held unenforceable, the remaining provisions will continue in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Waiver. A failure to enforce any provision is not a waiver of the right to enforce that or any other provision.

Force majeure. Neither party is liable for failure or delay caused by events beyond reasonable control, including natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, or third-party-IdP outages.

Updates. Cognethics may update these Terms on 30 days' written notice (by email to the address on file or by posting on this page). Updates that materially decrease your rights or increase your obligations require your acceptance for paid subscriptions, communicated through the operator console.

Contact. Questions about these Terms, or any legal, privacy, or security notice required under them, can be sent through the form below.