Terms of Use

Cogniware Website Terms of Use and Acceptable Use Policy

These Website Terms of Use, together with any supplemental terms, notices, and policies available at Cogniware.ai/legal, and/or any other binding document signed between the parties (“Terms”) govern your use of the Cogniware websites, including the Cogniware Chat interface (together, our “Sites”). These Terms are a contract between Cogniware, Inc. (“Cogniware”, “us”, “we”, “Company”), and You, whether you are an individual user, or a user on behalf of a company or team (“User”, “Customer”, “You”). By accessing the Sites you agree to these Terms.

YOUR CONTINUED ACCESS AND USE OF THE SERVICE ARE CONDITIONAL ON YOUR ACCEPTANCE OF AND CONTINUED COMPLIANCE WITH THE TERMS. By accessing or using the Service in any manner, including, but not limited to, visiting or browsing the Sites, registering an account, or contributing content or other materials to the Sites, you expressly understand, acknowledge and agree to be bound by these Terms. In addition to these Terms, our Privacy Policy governs how Cogniware collects, stores, and protects your information when you use the Services.  

We may change or update the Terms from time to time. Changes will be effective 10 days following posting on the Site. You accept any changes by your continued use of the Sites 10 days following such posting.

We may also post and update additional terms for specific services on the Sites, and such additional terms will also apply to you.

Please note: Our Cloud Terms of Service govern your use of any Cogniware API key and any other Cogniware offerings that reference the Cloud Terms of Service.

1. DEFINED TERMS

“Account” is the account that you, or your entity, will create on the Website to access, use or purchase Services.

“Services” means the products and/or services we offer or provide, that you access, use or purchase. 

“Organization” refers to a workspace representing a legal entity and/or several Users. 

“Content” refers to any material posted, displayed, or accessed on our Sites and Services, including code, text, data, graphics, images, applications, or software you, we, or any third party may provide.

2. USE OF OUR SERVICES

You must use our Sites in strict compliance with these Terms and all applicable laws or regulations in the relevant jurisdiction(s).

We may at any time modify, suspend, or discontinue, temporarily or permanently, the Sites (or any part thereof) with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of the Sites.

3. ACCOUNT CREATION

To access certain features of our Sites we may ask you to create an Account. You agree to provide correct, current, and complete Account information and allow us to use it to communicate with you about our Services. Our communications to you using your Account information will satisfy any requirements for legal notices.

You may not share your Account login information with anyone else. You also may not make your Account available to anyone else. You are responsible for all activity occurring under your Account, and you agree to notify us immediately if you become aware of any unauthorized access to your Account by submitting a request to the Cogniware Support Portal.

In order to create an Account for yourself or for your organization on our Site, you must be a natural person of at least age 13, or the minimum age required in your country to consent to use the Sites, or a legal entity duly registered. If you are creating an Account on behalf of an organization, you represent that you have the authority to act on behalf of your organization and bind your organization to these Terms. 

In some cases, we may permit you to evaluate our Sites for a limited time or with limited functionality. Use of our Services for evaluation purposes are for your personal, non-commercial use only. You may need to accept additional terms to use certain features and functionalities on the Sites. These additional terms will supplement our Terms for those services and may change your rights or obligations for those services, including your obligations to pay fees.

4. YOUR CONTENT

You represent and warrant that you have ownership, control, and responsibility for the Content you post or otherwise make available on our Site, or otherwise have the right to do so. Your Content must not be misleading or unlawful, and must not violate any of these Terms, our Acceptable Use Policy (available following this Agreement), applicable law and regulation, or infringe or misappropriate any rights of any person or entity. Cogniware may remove or edit any Content (including comments or reviews) in our sole discretion for any reason. 

While you own any Content you create, by posting or otherwise making Content available on our Sites you may be granting certain rights to Cogniware and other users. You grant Cogniware a worldwide, royalty-free, perpetual, sublicensable, right and license to use, display, publish, reproduce, distribute, or otherwise make available to others as permitted under these Terms and our Privacy Policy. 

Any Content you download, access, or use from us or another user, is at your own risk and subject to these Terms and/or the terms accompanying such Content.

5. THIRD PARTY LINKS AND TOOLS

Certain content, products, services, and tools available via our Sites may include materials from third parties provided as a convenience for Users.

Third-party links on this site may direct you to third-party websites not affiliated with Cogniware. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or any other materials, products, or services of third parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party. In addition and subject to our Privacy Policy, we aggregate, anonymize, or otherwise learn from data relating to your use of the Site and Services and use the foregoing to improve the same. 

6. INTELLECTUAL PROPERTY RIGHTS

Cogniware retains ownership of all intellectual property rights related to the Sites, including all improvements to such. 

If you provide feedback relating to the use, operation, performance, or functionality of our Sites  (“Feedback”), you hereby grant Cogniware a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive right and license to exploit and commercialize such Feedback for any purpose which shall be solely and exclusively owned by Cogniware. You are not entitled to any compensation or reimbursement for Feedback unless expressly agreed in writing.

7. DMCA POLICY

We comply with the Digital Millennium Copyright Act Policy (DMCA). If you believe that material located on or linked to our Sites violates your copyright, you are encouraged to notify us following the DMCA guidelines. To do so, please send an email to info@Cogniware.ai with the Subject Line “DMCA Notice” with detailed and accurate information supporting your claim.

8. TERMINATION

You may decide to cancel your Account whenever you want, at your sole discretion.

We may do the same, and we reserve the right to suspend or terminate your access to the Sites anytime with or without cause, and at our own discretion, with or without notice.

Upon termination or cancellation Cogniware may, without obligation to do so (unless otherwise required by applicable law), delete any of your content or data in its possession including deleting all file systems, storage blocks, virtual machines, and any usage data associated with the account without liability; provided, however, Cogniware may maintain a copy of any information in accordance with Cogniware’s data retention practices and our Privacy Policy. 

The provisions of these Terms concerning the protection of intellectual property rights, prohibited use, user-submitted Content, disclaimers, limitations of liability, indemnity, and Disputes, as well as any other provisions that by their nature should survive, shall survive any such termination.

9. ERRORS AND OMISSIONS

On occasion, information on our Sites may contain errors, including typographical errors, inaccuracies, or omissions. Cogniware reserves the right to, at any time without prior notice, correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on the Site is inaccurate (including after you have submitted your order). In the event that an item is listed at an incorrect price or with incorrect information due to an error in pricing or product information, Cogniware shall have the right, at our sole discretion, to refuse or cancel any orders placed for that item.

10. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, AND TO THE FULLEST EXTENT PERMITTED BY LAW,  THE SITES ARE PROVIDED “AS IS”. WE DO NOT WARRANT THAT THE SITE OR ANY SERVICE, CONTENT, FUNCTIONS, OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. COGNIWARE ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY INFECT OR HARM, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.

11. LIMITATION OF LIABILITY

YOU ACKNOWLEDGE, BY YOUR USE OF THE SITES THAT COGNIWARE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND RELATED TO YOUR USE OF OR INABILITY TO USE OUR SITES, INCLUDING FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, COMPUTER VIRUS, OR NETWORK OR INTERNET FAILURE, OR INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS AND/OR LOSS OF OR DAMAGE TO PROPERTY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF Cogniware HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL Cogniware’S TOTAL LIABILITY FOR ANY CLAIMS RELATED TO THIS SERVICE EXCEED THE AMOUNT PAID FOR THE SERVICE OR PRODUCT PROVIDED.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, COGNIWARE, ITS AFFILIATES’, AGENTS’, LICENSORS’, AND SUPPLIERS’ DAMAGES IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

12. INDEMNITY

You are solely and fully responsible for your use of the Sites. You agree to defend, indemnify and hold Cogniware and its directors, officers, employees, agents, or service providers harmless from any and all claims, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising directly or indirectly out of or from (i) your breach of any provision of these Terms; (ii) your activities in connection with our Sites; or (iii) the Content or other information you provide to us through the Services. Cogniware reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Cogniware’s defense of such claim.

13. MISCELLANEOUS

Governing law and dispute resolution. These Terms and all matters regarding their interpretation and/or enforcement are governed by the laws of the Commonwealth of Virginia, excluding its choice of law rules. If a dispute or claim relating to these Terms arises, we each agree to make a reasonable and good-faith effort to agree on an out-of-court solution and to resolve the dispute. If no out-of-court settlement is reached, any related action, lawsuit, or proceeding must be brought and adjudicated exclusively by state or federal courts located in the Commonwealth of Virginia, United States of America. Any claim, action, suit, or proceeding relating to these Terms must be brought by you within one year of the event that gave rise to the claim or such claim is hereby waived to the maximum extent permitted by law.

Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Cogniware without restriction.

Export Control and Sanctions. You may only access and use the Sites in compliance with U.S. and other applicable export control and sanctions laws and regulations. You may not export or provide access to the Sites into any U.S. embargoed countries or to anyone on (i) the U.S. Treasury Department’s list of Specially Designated Nationals, (ii) any other restricted party lists identified by the Office of Foreign Asset Control, (iii) the U.S. Department of Commerce Denied Persons List or Entity List, or (iv) any other restricted party lists. You represent and warrant that you and anyone accessing or using the Sites on your behalf, or using your Account credentials, are not such persons or entities and are not located in any such country.

Entire Agreement. These Terms and any other legal notices published on the Site, shall constitute the entire agreement between you and us concerning the Sites and supersedes all prior terms, agreements, discussions and writings regarding the Sites.

Severability. If any provision of these Terms, by action of law or for any other reason, is held to be prohibited, invalid, void, or unenforceable in any relevant jurisdiction, such provision will be stricken, and the remaining provisions of these Terms will remain in full force and effect.

No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

14. THE COGNIWARE GUARANTEE

Our guarantee to cut your AI spend is subject to a scoping exercise and ROI assessment by Cogniware, and requires a minimum one year license of Cogniware software to apply. The guarantee applies to a reduction of private cloud or on premises costs for transformer models (including LLMs) only. Cost reduction will be calculated based on Cogniware’s assessment of existing cost structure at the time of the scoping exercise.

15. CONTACT US

We welcome your questions and comments about these Terms. You may contact us by email at info@Cogniware.ai, or by writing to us at Cogniware, Inc., 16192 COASTAL HIGHWAY LEWES, DELAWARE 19958.


Cogniware Acceptable Use Policy

This Acceptable Use Policy (“AUP”) describes material and activities that are not allowed in connection with products, systems, and services offered by Cogniware, Inc.  (“Cogniware”). This AUP applies to all users of the Services and is incorporated by reference into any applicable agreement between You and Cogniware. Capitalized terms used herein, but undefined will have the meaning given to such terms in the Agreement. This AUP is not exhaustive, and Cogniware reserves the right to take remedial action in connection with content or uses that are not specifically described below. THIS AUP APPLIES EQUALLY TO CUSTOMER AND CUSTOMER’S USERS. CUSTOMER IS RESPONSIBLE TO ENSURING USERS COMPLY WITH THIS POLICY. IF YOU DO NOT AGREE TO BE BOUND BY THIS AUP, YOU ARE NOT PERMITTED TO ACCESS OR USE THE SERVICES.

  1. No infringing, illegal, threatening, defamatory, or offensive uses. You shall not use the Services to violate any applicable laws, rules, or regulations issued or promulgated by any competent government authority. Without limiting the foregoing, You shall not use the Services for, or in connection with, the following:

    • theft or infringement of copyrights, trademarks, trade secrets, or other types of intellectual property or proprietary information;fraud, forgery, or theft or misappropriation of funds, credit cards, or personal information;

    • fraud, forgery, or theft or misappropriation of funds, credit cards, or personal information;

    • export, re-export, or transfer of restricted software, algorithms, or other data in violation of applicable export control laws;

    • deceptive practices such as posing as another service for the purposes of phishing or pharming;

    • distributing any materials of a threatening or harmful nature, including, without limitation, threats of death or physical harm, or materials that are malicious, harassing, libelous, defamatory, which harm Cogniware’s reputation, or which facilitate extortion; or

    • distributing any offensive materials, including, without limitation, materials that are obscene, constitute illegal pornography, indecent, or hateful and materials which promote illegal gambling or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

  2. Security and Interference. You shall not use the Services to violate, attempt to violate, or knowingly facilitate the violation of the security or integrity of any network, electronic service, or other system that is accessible through, or in connection with, the Services. You shall not use the Services in a manner that interferes with any other party’s ability to use and enjoy the Services, that interferes with Cogniware’s ability to provide the Services, or that otherwise may create legal liability for Cogniware in Cogniware’s sole discretion. You shall not use the Services to violate the acceptable use policy or terms of service of any other service provider, including, without limitation, any Internet service provider or domain name registry. Without limiting the foregoing, You shall not use the Services for, or in connection with, the following:

    • hacking, cracking into, or otherwise using the non-public areas of the Services or any other system without authorization;

    • unauthorized probes or port scans for vulnerabilities;

    • unauthorized penetration tests, traffic that circumvents authentication systems or other unauthorized attempts to gain entry into any system;

    • web crawling which is not restricted to a rate so as not to impair or otherwise disrupt the servers being crawled;

    • unauthorized network monitoring or packet capture;

    • forged or non-standard protocol headers, such as altering source addresses;

    • flooding;

    • Denial of Service (DoS) attacks of any kind;

    • distributing unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code;

    • operating network services such as: open proxies; open mail relays; or open, recursive domain name servers;

    • use that is beyond commercially reasonable limits and that negatively impacts Cogniware’s ability to provide the Services; or

    • sharing or publishing content from the Services to cause, or have the consequence of causing, the user of the content to be in violation of the terms and this AUP.

  3. Certain High Risk Activities. You shall not use the Services in support of mining of cryptocurrency including but not limited to BitCoin or any similar currency. Additionally the Services are not intended for use with high risk activities such as the operation of nuclear facilities, air traffic control, life supporting systems, or any other use where failure of service could lead to death, personal injury, or environmental damage.‍

  4. Spam. You shall not use the Services for purposes of distributing “spam” emails, bulk unsolicited instant messages, or any other form of unsolicited electronic communications distributed on a bulk basis including commercial advertising and informational announcements. Additionally, You shall not use the Services to collect responses from spam. You shall not harvest, collect, gather, or assemble information or data of users, including, but not limited to, email addresses, without their consent. You must comply with the laws and regulations applicable to bulk or commercial email in your jurisdiction. In addition, your bulk or commercial email must meet the following requirements:

  5. Export. You shall ensure Products and Services are not used in breach of export laws, controls, regulations or sanction policies of the United States and any other relevant export laws and regulations applicable to the Services including Customer’s applicable jurisdiction. You shall ensure Products and Services are not used by any person or entity suspected of involvement or affiliation with those involved in activities or causes relating to: human trafficking; illegal gambling; terrorism; narcotics trafficking; arms trafficking or the proliferation, development, design, manufacture, production, stockpiling, or use of nuclear, chemical, or biological weapons, weapons of mass destruction, or missiles. You acknowledge that the Services are designed with capabilities for You and Your Users to access the Services without regard to geographic location and to transfer or otherwise move Your content between the Services and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts across geographic locations, as well as export control and geographic transfer or Your content. By using the Services You represent and agree that You are not located in a prohibited geographic area nor are You subject to sanctions or applicable trade control restrictions.

  6. Other. You must have valid and current information on file with your domain name registrar for any domain hosted on the Cogniware network. You may only use IP addresses assigned to you by Cogniware in connection with your Cogniware Service. You agree that if you register a DNS record or zone on Cogniware-managed or operated DNS servers or services for a domain of which you are not the registrant or administrative contact according to the registrars’ WHOIS system, that, upon request from the registrant or administrative contact according to the registrars WHOIS system, Cogniware may modify, transfer, or delete such records or zones.

  7. Violations. To report any violation of this AUP or make related inquiries, please contact us at info@Cogniware.ai. We reserve the right, but have no obligation, to investigate any suspected violation of this AUP or misuse of Cogniware’s products and services. In connection with such investigations, we may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Such reporting may include disclosing, reviewing and preserving appropriate customer information consistent with applicable law.

  8. Rights and Remedies. If we determine, in our sole discretion, that you have violated this AUP, we may remove, disable access to, or modify any content or resource and/or to suspend or terminate your use of the Services. We also may intercept or block any content or traffic belonging to you or to users where the Services are being used unlawfully or not in accordance with this AUP. Our right to suspend or terminate your use of the Services applies even if a violation is committed unintentionally or without your authorization. Such right is not an obligation on us to act at any given time or with respect to any given Subscriber, and we may exercise such right at any time within our sole discretion.

  9. Changes to this Policy. We may modify this AUP by posting a revised version on the Cogniware site. By using the Services or accessing the site, you agree to the latest version of this Policy.