Terms of Service

I. Definitions

Short version: we use these basic terms throughout the agreement, and they have specific meanings. You should know what we mean when we use each of the terms. There's not going to be a test on it, but it's still useful information.

  1. An "Account" represents your legal relationship with CogNeed. A “User Account” represents an individual User’s authorisation to log in to and use the Service and serves as a User’s identity on CogNeed. “Organisations” are shared workspaces that may be associated with a single entity or with one or more Users where multiple Users can collaborate across many projects at once.
  2. The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Terms of Service” or the "Terms") and all other operating rules, policies (including the CogNeed Privacy Policy) and procedures that we may publish from time to time on the Website.
  3. "Beta Previews" mean software, services, or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.
  4. “Content” refers to content featured or displayed through the Website, including without limitation code, text, data, articles, images, photographs, graphics, software, applications, packages, designs, features, and other materials that are available on the Website or otherwise available through the Service. "Content" also includes Services. “User-Generated Content” is Content, written or otherwise, created or uploaded by our Users. "Your Content" is Content that you create or own.
  5. “CogNeed,” “We,” and “Us” refer to CogNeed as well as to our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
  6. The “Service” refers to the applications, software, products, and services provided by CogNeed, including any Beta Previews.
  7. “The User,” “You,” and “Your” refer to the individual person, company, or organisation that has visited or is using the Website or Service; that accesses or uses any part of the Account; or that directs the use of the Account in the performance of its functions. A User must be at least 16 years of age. Special terms may apply for government Accounts.
  8. The “Website” refers to CogNeed’s website located at cogneed.ai, and all content, services, and products provided by CogNeed at or through the Website. It also refers to CogNeed-owned subdomains of CogNeed.ai, such as dashboard.cogneed.ai and annotate.cogneed.ai. Occasionally, websites owned by CogNeed may provide different or additional terms of service. If those additional terms conflict with this Agreement, the more specific terms apply to the relevant page or service.

II. Account Terms

Short version: User Accounts and Organisations have different administrative controls; a human must create your Account; you must be 16 or over and you must provide a valid email address. You alone are responsible for your Account and anything that happens while you are signed in to or using your Account. You are responsible for keeping your Account secure.

1. Account Controls

2. Required Information

You must provide a valid email address in order to complete the signup process. Any other information requested, such as your real name, is optional, unless you are accepting these terms on behalf of a legal entity (in which case we need more information about the legal entity) or if you opt for a paid account, in which case additional information will be necessary for billing purposes.

3. Account Requirements

We have a few simple rules for User Accounts on CogNeed's Service:

4. User Account Security

You are responsible for keeping your Account secure while you use our Service.The content of your Account and its security are up to you.We have a few simple rules for User Accounts on CogNeed's Service :

5. Additional Terms

In some situations, third parties' terms may apply to your use of CogNeed. For example, you may be a member of an Organisation on CogNeed with its own terms or license agreements; you may download an application that integrates with CogNeed; or you may use CogNeed to authenticate to another service. Please be aware that while these Terms are our full agreement with you, other parties' terms govern their relationships with you.

III. Acceptable Use

CogNeed hosts a wide variety of collaborative projects from all over the world, and that collaboration only works when our users are able to work together in good faith. While using the service, you must follow the terms of this section, which include some restrictions on content you can post, conduct on the service, and other limitations. In short, be excellent to each other.

Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control or sanctions laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.

You agree that you will not under any circumstances violate our Acceptable Use Policies.

IV. User-Generated Content

Short version: your own content you create, but you allow us certain rights to it, so that we can display and share the content you post. You still have control over your content, and responsibility for it, and the rights you grant us are limited to those we need to provide the service. We have the right to remove content or close Accounts if we need to.

1. Responsibility for User-Generated Content

You may create or upload User-Generated Content while using the Service. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.

2. CogNeed May Remove Content

We have the right to refuse or remove any User-Generated Content that, in our sole discretion, violates any laws or CogNeed terms or policies. User-Generated Content displayed on CogNeed for mobile may be subject to mobile app stores' additional terms.

3. Ownership of Content, Right to Post, and License Grants

You retain ownership of and responsibility for Your Content. If you're posting anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you post; that you will only submit Content that you have the right to post; and that you will fully comply with any third-party licenses relating to Content you post.

Because you retain ownership of and responsibility for Your Content, we need you to grant us — and other CogNeed Users — certain legal permissions, listed in Sections IV.4 — IV.6. These license grants apply to Your Content. If you upload Content that already comes with a license granting CogNeed the permissions we need to run our Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted in Sections IV.4 — IV.6. The licenses you grant to us will end when you remove Your Content from our servers.

4. License Grant to Us

We need the legal right to do things like host Your Content, publish it, and share it. You grant us and our legal successors the right to store, archive, parse, and display Your Content, and make incidental copies, as necessary to provide the Service, including improving the Service over time. This license includes the right to do things like copy it to our database and make backups; show it to you and other users; edit or complement it as part of our customer success service; parse it into a search index or otherwise analyse it on our servers; share it with other users; and perform it (audio or video).

This license does not grant CogNeed the right to sell Your Content. It also does not grant CogNeed the right to otherwise distribute or use Your Content outside of our provision of the Service, except that as part of the right to archive Your Content.

5. License Grant to Other Users

Any User-Generated Content you post publicly, including comments, may be viewed by others.

If you set Your Content to be viewed publicly, you grant each User of CogNeed a nonexclusive, worldwide license to use, display, and perform Your Content through the CogNeed Service and to reproduce Your Content solely on CogNeed as permitted through CogNeed's functionalities. If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other CogNeed Users.

6. Moral Rights

You retain all moral rights to Your Content that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in Section IV.4, but not otherwise. To the extent this agreement is not enforceable by applicable law, you grant CogNeed the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Website and provide the Service.

V. Copyright Infringement and DMCA Policy

If you believe that content on our website violates your copyright, please contact us at contact@cogneed.ai. If you are a copyright owner and you believe that content on CogNeed violates your rights, please contact us by emailing contact@cogneed.ai. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses.

We will terminate the Accounts of repeat infringers of this policy.

VI. Intellectual Property Notice

Short version: We own the service and all of our content. In order for you to use our content, we give you certain rights to it, but you may only use our content in the way we have allowed.

1. CogNeed's Rights to Content

CogNeed and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Website and Service. We reserve all rights that are not expressly granted to you under this Agreement or by law. The look and feel of the Website and Service is copyright © CogNeed, Inc. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from CogNeed.

2. CogNeed Trademarks and Logos

If you’d like to use CogNeed’s trademarks, please contact us at contact@cogneed.ai.

VII. API Terms

Short version: you agree to these Terms of Service, plus this Section VII, when using any of CogNeed's APIs (Application Provider Interface), including use of the API through a third party product that accesses CogNeed.

Abuse or excessively frequent requests to CogNeed via the API may result in the temporary or permanent suspension of your Account's access to the API. CogNeed, in our sole discretion, will determine abuse or excessive usage of the API. We will make a reasonable attempt to warn you via email prior to suspension.

You may not share API tokens to exceed CogNeed's rate limitations.

You may not use the API to download data or Content from CogNeed for spamming purposes, including for the purposes of selling CogNeed users' personal information, such as to recruiters, headhunters, and job boards.

All use of the CogNeed API is subject to these Terms of Service and the CogNeed Privacy Policy.

CogNeed may offer subscription-based access to our API for those Users who require high-throughput access or access that would result in resale of CogNeed's Service.

VIII. Beta Previews

Short version: Beta Previews may not be supported or may change at any time. You may receive confidential information through those programs that must remain confidential while the program is private. We'd love your feedback to make our Beta Previews better.

1. Subject to change

Beta Previews may not be supported and may be changed at any time without notice. In addition, Beta Previews are not subject to the same security measures and auditing to which the Service has been and is subject. By using a Beta Preview, you use it at your own risk.

2. Confidentiality

As a user of Beta Previews, you may get access to special information that isn’t available to the rest of the world. Due to the sensitive nature of this information, it’s important for us to make sure that you keep that information secret.

Confidentiality Obligations
. You agree that any non-public Beta Preview information we give you, such as information about a private Beta Preview, will be considered CogNeed’s confidential information (collectively, “Confidential Information”), regardless of whether it is marked or identified as such. You agree to only use such Confidential Information for the express purpose of testing and evaluating the Beta Preview (the “Purpose”), and not for any other purpose. You should use the same degree of care as you would with your own confidential information, but no less than reasonable precautions to prevent any unauthorised use, disclosure, publication, or dissemination of our Confidential Information. You promise not to disclose, publish, or disseminate any Confidential Information to any third-party, unless we don’t otherwise prohibit or restrict such disclosure (for example, you might be part of a CogNeed-organised group discussion about a private Beta Preview feature).

Exceptions. Confidential Information will not include information that is: (a) or becomes publicly available without breach of this Agreement through no act or inaction on your part (such as when a private Beta Preview becomes a public Beta Preview); (b) known to you before we disclose it to you; (c) independently developed by you without breach of any confidentiality obligation to us or any third party; or (d) disclosed with permission from CogNeed. You will not violate the terms of this Agreement if you are required to disclose Confidential Information pursuant to operation of law, provided CogNeed has been given reasonable advance written notice to object, unless prohibited by law.

3. Feedback

We’re always trying to improve of products and services, and your feedback as a Beta Preview user will help us do that. If you choose to give us any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations or any other feedback for our products or services (collectively, “Feedback”), you acknowledge and agree that CogNeed will have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate the Feedback into our products, services, and documentation.

IX. Payment

Short version : you are responsible for any fees associated with your use of CogNeed. We are responsible for communicating those fees to you clearly and accurately, and letting you know well in advance if those prices change.

1. Pricing

Note: both Flexible and Enterprise plans include a 14-days free period prior to the first billing for content creation. The free period applies only once, at time of the first subscription and does not apply when changing plans, or adding additional projects or users. The paid plan license fee will apply from the last day of the free period.

Free access

For users wanting to try CogNeed for free, you can get access to a free-demo version of CogNeed Service. This free-of-charge version is available for the sole purpose of the Service testing and cannot be used in an operational context. CogNeed reserves itself the right to grant access to this free-demo version for a defined period of time. At the end of the free-demo period, the Service license will expire and the User Account access will be removed.

Flexible pricing

Most enterprise software pricing is designed to charge you per user regardless of how many people on your team are actively using the software. At CogNeed, when you choose a Flexible plan, you only get billed for what you use, so you don’t pay for the users who aren’t using our software. And if someone you already paid for becomes inactive, we’ll even add a prorated credit to your account for the unused time. Flexible pricing is the most often selected option in pilot mode.

Enterprise pricing

If you are deploying CogNeed at scale, you may consider switching to our Enterprise plan, offering a lower subscription cost per User Account and custom support. You may still add additional users during the yearly subscription at a pro-rated cost, depending on the number of days remaining in the subscription period. However, you will then be charged for all User Accounts regardless of activity/inactivity.

2. Billing

CogNeed pricing plans include a 14-days free-trial period to allow you to personalize your content prior to the operational use of the Service. Therefore, at the time of the subscription, a free invoice is issued. After this initial 14-days period, CogNeed Service will be billed for the upcoming period.

You'll see the first credit card charge from CogNeed on the last day of the initial free period. Here are some other times you'll see charges:

Minimum invoicing

Changes of plan

You may change your level of service at any time by choosing a plan option or going into your Billing settings. If you choose to downgrade your Account, you may lose access to Content, features, or capacity of your Account. Please see our section on Cancellation for information on getting a copy of that Content.

Enterprise plan

The Enterprise plan grants a 12 months license to all User Accounts for CogNeed Service at the time of the billing. The billing will be issued based on the number of User Accounts on renewal anniversary date and on the “Enterprise license fee”.

During the billing period, if additional User Accounts are registered, an additional billing will be issued immediately. We'll calculate the prorated cost for the rest of the year for those additional users.

After adding additional users, if you choose to reduce the number of users, a credit will be issued for the remaining period, unless minimum subscription applies. Those credits will be applied towards future payments, such as new users being added to your workspace or your next renewal date.

Note: credits have no currency or exchange value, are non-transferable and non-refundable, and will expire following the termination of your paid CogNeed plan.

Flexible plan

On Flexible plan, paid users are only billable if they’re actively using CogNeed. CogNeed will automatically detect if users become inactive, and if that happens, we'll add prorated credits to your CogNeed account. Those credits will be applied towards future payments, such as new users being added to your workspace or your next renewal date.

Our users are divided into 2 categories, corresponding to 2 different ways to use CogNeed:

In the table below, we've outlined how Users are determined to be active or inactive in CogNeed, and the resulting billing action.

A user has used CogNeed AI assistant less than 30 minutes and had no Content display in 14 days
Credits will be deposited to your CogNeed account for the unused portion of the billing period
A user has used CogNeed AI assistant more than 30 minutes or had at least 1 Content display in 14 days
We'll automatically detect the change and charge the prorated cost for the days remaining in the billing period

Note: credits have no currency or exchange value, are non-transferable and non-refundable, and will expire following the termination of your paid CogNeed plan.

4. Authorization

By agreeing to these Terms, you are giving us and Stripe, our third-party payment processor, permission to charge your on-file credit card or other approved methods of payment for fees that you authorize for CogNeed.

5. Responsibility for Payment

You are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay CogNeed any charge incurred in connection with your use of the Service. If you dispute the matter, contact contact@cogneed.ai. You are responsible for providing us with a valid means of payment for paid Accounts. Free Accounts are not required to provide payment information.

X. Cancellation and Termination

Short version: you may close your Account at any time. If you do, we'll treat your information responsibly.

1. Account Cancellation

It is your responsibility to properly cancel your Account with CogNeed.

You can cancel your Users' accounts at any time by asking your Account Owner to go into your Organisation Settings in the global navigation bar at the top of CogNeed Dashboard screen. The Users tab provides a simple, no questions asked User Account deletion button.

Account Owners can delete their Organisation by sending an email to contact@cogneed.ai.

2. Upon Cancellation

We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile and Your Content within 90 days of cancellation or termination (though some information may remain in encrypted backups). This information can not be recovered once your Account is cancelled.

Upon request, we will make a reasonable effort to provide an Account owner with a copy of your lawful, non-infringing Account contents after Account cancellation, termination, or downgrade. You must make this request within 90 days of cancellation, termination, or downgrade.

3. CogNeed May Terminate

CogNeed has the right to suspend or terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. CogNeed reserves the right to refuse the Service to anyone for any reason at any time.

4. Survival

All provisions of this Agreement which, by their nature, should survive termination will survive termination — including, without limitation: ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

XI. Communications with CogNeed

Short version: we use email and other electronic means to stay in touch with our users.

1. Electronic Communication Required

For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.

2. Legal Notice to CogNeed Must Be in Writing

Communications made through email or CogNeed Support's messaging system will not constitute legal notice to CogNeed or any of its officers, employees, agents or representatives in any situation where notice to CogNeed is required by contract or any law or regulation. Legal notice to CogNeed must be in writing at : CogNeed, 8 place Jeanne d'Arc, 78120 Rambouillet, France.

3. No phone support

CogNeed only offers support via email and electronic messages. We do not offer telephone support.

XII. Disclaimer of Warranties

Short version: we provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.

CogNeed provides the Website and the Service “as is” and “as available,” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

CogNeed does not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service.

XIII. Limitation of Liability

Short version: we will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to you.

You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from:

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.

XIV. Release and Indemnification

Short version: you are responsible for your use of the service. If you harm someone else or get into a dispute with someone else, we will not be involved.

If you have a dispute with one or more Users, you agree to release CogNeed from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement, provided that CogNeed (1) promptly gives you written notice of the claim, demand, suit or proceeding; (2) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases CogNeed of all liability); and (3) provides to you all reasonable assistance, at your expense.

XV. Changes to These Terms

Short version: we want our users to be informed of important changes to our terms, but some changes aren't that important — we don't want to bother you every time we fix a typo. So while we may modify this agreement at any time, we will notify users of any material changes and give you time to adjust to them.

We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Agreement, such as price increases, at least 30 days prior to the change taking effect by posting a notice on our Website or sending email to the primary email address specified in your CogNeed account. Customer's continued use of the Service after those 30 days constitutes agreement to those revisions of this Agreement. For any other modifications, your continued use of the Website constitutes agreement to our revisions of these Terms of Service.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website or the Service (or any part of it) with or without notice.

XVI. Miscellaneous

1. Governing Law

Except to the extent applicable law provides otherwise, this Agreement between you and CogNeed and any access to or use of the Website or the Service are governed by the laws of France, without regard to conflict of law provisions. You and CogNeed agree to submit to the exclusive jurisdiction and venue of Tribunal de Commerce de Versailles.

2. Non-Assignability

CogNeed may assign or delegate these Terms of Service and/or the CogNeed Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Section IV.4. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Policy without our prior written consent, and any unauthorised assignment and delegation by you is void.

3. Section Headings and Summaries

Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

4. Severability, No Waiver, and Survival

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of CogNeed to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

5. Amendments; Complete Agreement

This Agreement may only be modified by a written amendment signed by an authorised representative of CogNeed, or by the posting by CogNeed of a revised version in accordance with Section XV. These Terms of Service, together with the CogNeed Privacy Policy, represent the complete and exclusive statement of the agreement between you and us. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and CogNeed relating to the subject matter of these terms including any confidentiality or nondisclosure agreements.

6. Questions

Questions about the Terms of Service? Contact us : contact@cogneed.ai.