Terms of Service

1. The service

CogniMemo provides AI memory infrastructure and org-aware agents that connect to tools your organization authorizes. Features, integrations, and deployment options depend on your subscription tier.

2. Eligibility and accounts

• You must be at least 16 years old and authorized to bind your organization if you register on its behalf.
• You are responsible for maintaining the confidentiality of your credentials and for all activity under your account.
• Organization administrators may provision, suspend, or remove user accounts through SSO, SCIM, or admin controls.
• You must provide accurate registration information and keep it up to date.

3. Customer data and ownership

You retain all rights to data you submit or connect to CogniMemo ("Customer Data"). You grant us a limited license to host, process, transmit, and display Customer Data solely to provide and improve the service, enforce these Terms, and comply with law.

We do not claim ownership of your Customer Data. Outputs generated by agents using your Customer Data are treated as Customer Data unless otherwise agreed in writing.

4. Acceptable use

You agree not to:

• Use the service in violation of applicable law or third-party rights.
• Attempt to gain unauthorized access to systems, accounts, or data.
• Reverse engineer, scrape, or interfere with the integrity or performance of the platform except as permitted by law.
• Upload malware, spam, or content that is unlawful, harmful, or infringing.
• Use the service to develop competing models trained on CogniMemo infrastructure without our written consent.
• Misrepresent agent actions as human actions where disclosure is legally required.

5. Integrations and third-party services

Connecting third-party tools requires you to authorize access through OAuth or API credentials. Your use of those services remains subject to their terms. We are not responsible for third-party services you enable.

6. Subscriptions, pilots, and payment

• Paid plans, pilot programs, and enterprise agreements are described on our Pricing page or in an order form.
• Fees are billed according to your selected plan unless otherwise stated in a signed agreement.
• Unless required by law or stated in your plan, fees are non-refundable once a billing period has started.
• We may change pricing for renewal terms with reasonable notice.

7. Service levels and support

Support response times and uptime commitments depend on your tier. Enterprise customers may receive a separate service level agreement. We may modify non-material features without notice, but will not materially reduce core functionality of a paid plan during an active subscription term without providing a reasonable alternative or refund for the affected period.

8. Confidentiality

Each party may receive confidential information from the other. The receiving party will use reasonable care to protect it and will not disclose it except to personnel or contractors who need access and are bound by confidentiality obligations, or as required by law.

9. Intellectual property

CogniMemo and its underlying software, documentation, and branding remain our property or that of our licensors. Except for the limited rights expressly granted in these Terms, no license is granted to you.

10. Termination

You may stop using the service at any time. We may suspend or terminate access if you materially breach these Terms, fail to pay applicable fees, or if continued provision would create legal or security risk.

Upon termination, your right to access the service ends. We will delete or return Customer Data according to our Privacy Policy, your plan, and any applicable Data Processing Agreement, subject to legal retention requirements.

11. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AI-generated outputs may be inaccurate or incomplete. You are responsible for reviewing outputs before relying on them for decisions with legal, financial, or safety implications.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL. OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO US IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, EXCEPT WHERE LIABILITY CANNOT BE LIMITED BY LAW.

13. Indemnification

You will defend and indemnify us against third-party claims arising from your Customer Data, your use of the service in violation of these Terms, or your violation of applicable law, except to the extent caused by our gross negligence or willful misconduct.

14. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, United States, excluding conflict-of-law rules. Disputes will be resolved in the state or federal courts located in Delaware, and each party consents to personal jurisdiction there. Enterprise customers may negotiate alternate governing law in a signed agreement.

15. Enterprise agreements

If you execute an order form, statement of work, or master services agreement with us, those documents control in the event of a conflict with these Terms. Business and Enterprise customers may also execute a Data Processing Agreement available at Data Processing Agreement.

16. Changes

We may update these Terms from time to time. If we make material changes, we will provide notice through the service or by email. Continued use after the effective date constitutes acceptance of the revised Terms.

17. Contact

Questions about these Terms: support@cognimemo.com. Sales and enterprise contracts: hello@cognimemo.com.