Cognota, Inc. (the “Vendor”),
199 Bay Street #4000, Toronto, Ontario, Canada M5L 1A9
We have updated these Terms as of April 13, 2026.
These Cognota Terms of Use (these “Terms”) govern the Services (defined below) to be provided to the Customer (defined below) by Cognota, Inc. (“Cognota”). By executing an Order Form referencing these Terms and/or using the Services, Customer agrees to be bound by these Terms, any supplemental terms identified in the Order Form, and Cognota’s Privacy Policy (collectively the “Agreement”).
• “User” or “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.
This Agreement shall be effective on the earliest of (a) the date Customer clicks a button indicating its agreement with the terms of this Agreement; (b) Customer entering into an Order Form referencing or otherwise incorporating these Terms; or (c) Customer’s use of the Service (the “Effective Date”). If you are entering into this Agreement on behalf of your organization, that organization is deemed to be the Customer and you represent that you have the power and authority to bind that organization to this Agreement.
Subject to Customer’s continued payment of Fees and compliance with the Agreement, Cognota hereby grants Customer a non-exclusive, non-transferable (except in compliance with Section 14.b) right for its Users to access and use the Services during the Term. This right of access is limited to Customer’s own internal business purposes in accordance with this Agreement, subject to Customer’s compliance with Law, and subject to any restrictions or limits on the number of Users based on the selected package or other usage limits set out in the applicable Order Form. Users must not share credentials with others.
Cognota reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Cognota IP.
Customer will only use the Services as expressly permitted herein and in the applicable Order Form. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) share login credentials; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (v) remove any proprietary notices from the Services or Documentation; (vi) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vii) do anything that would cause, introduce or use web crawlers or scripts or security testing tools or otherwise send, store, publish, post, upload, or transmit any viruses, Trojan horses, worms, time bombs, corrupted files, or other computer programming routines that are intended to probe, scan, attempt to penetrate, damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, information, or property of Cognota when using the Services; or (viii) use the Services to develop, train, or improve any artificial intelligence or machine learning model without Cognota’s prior written consent.
Notwithstanding anything to the contrary in this Agreement, Cognota may temporarily suspend Customer’s and any User’s access to any portion or all of the Services if: (i) Cognota reasonably determines that (A) there is a threat or attack on any of the Cognota IP, (B) Customer’s or any User’s use of the Cognota IP disrupts or poses a security risk to the Cognota IP or to any other customer or vendor of Cognota, (C) Customer, or any User, is using the Cognota IP for fraudulent or illegal activities, (D) subject to applicable Law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (E) Cognota’s provision of the Services to Customer or any User is prohibited by applicable law; (ii) any vendor of Cognota has suspended or terminated Cognota’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Cognota shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Cognota shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Cognota shall restore access within five (5) business days of the cure of the event giving rise to the Service Suspension, or such longer period as is reasonably required. Where a Service Suspension arises from Customer’s or any User’s act or omission, Cognota will have no liability for any damage, liabilities, or losses incurred as a result. Where a Service Suspension arises solely from Cognota’s error, Cognota’s liability shall be governed by Section 12.
Cognota may update and otherwise modify the Services at its sole discretion, provided such changes do not remove core functionality that was expressly specified in the applicable Order Form, unless as otherwise agreed to in writing by the Parties.
The Customer may add or upgrade products or services during the Term. Any Fees associated with such addition or upgrade will be invoiced to the Customer. The Customer may only be permitted to reduce or downgrade the products or services at the time of renewal by providing a minimum of thirty (30) days’ prior written notice before the end of the then-current Initial or Renewal Term. Changes shall only become effective upon execution of the revised Order Form by both parties.
Cognota reserves the right to change or modify portions of these Terms at any time. If Cognota does so, it will post the changes on this page and will indicate at the top of this page the date these Terms was last revised. Cognota will also notify Customer, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after being posted, except that changes addressing new functions of the Services or changes made for legal reasons may become effective immediately. Customer’s continued use of the Service after the date any such changes become effective constitutes acceptance of the new Terms. Notwithstanding the foregoing, for Customers who have executed an Order Form, any modifications that materially and adversely affect such Customer’s rights with respect to pricing, liability, data ownership, or confidentiality shall require mutual written agreement and shall not take effect solely by virtue of continued use.
We may (but are not obliged to) offer certain Services to certain Users on a pilot or demonstration basis. If you register for a pilot or demonstration of a Service, we will make the applicable Service available to you on a trial basis until the earlier of (a) the end of the trial period of the applicable Service (unless terminated earlier); (b) the start date of the paid Subscription Period for the applicable Service; or (c) termination by Cognota at its sole discretion any time and for any reason without liability. Any data that you enter into the applicable Service offered to you on a trial or demonstration basis, and any customizations made to such Service during the trial or demonstration will be permanently lost unless you (i) purchase the corresponding paid Subscription, (ii) purchase applicable Service upgrades, or (iii) export such data before the end of the trial period. During any trial or demonstration, Services are offered as-is during the trial or demonstration. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, COGNOTA WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, LIABILITY OR OTHER OBLIGATIONS WITH RESPECT TO THE TRIAL SUBSCRIPTIONS OR DEMOS.
Customer is responsible for using their independent judgment when making decisions about the usefulness and suitability of the Services and determining if the Services meet their needs prior to purchase. The Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Users, and any act or omission by an User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use all reasonable efforts to make all Users aware of this Agreement’s provisions as applicable to such User’s use of the Services and shall cause Users to comply with such provisions.
The Customer must maintain network connections and browser software that uphold protocols such as TLS, as required by Cognota’s then-current technical Cognota documentation. Cognota is not liable for any data compromise during transmission over networks not within its control or for notifying of software updates. Cognota disclaims responsibility for the network connection’s reliability or performance.
As part of the Services, Cognota may deliver Professional Services and remains responsible to Customer for such delivery. Where Customer self-selects services in the Cognota Assist™ Marketplace, Customer acknowledges that delivery outcomes depend on Customer’s selection and direction of such requests. Customer is also responsible for exercising independent judgment when acting on any advice, recommendations, or deliverables received. Cognota’s liability in connection with this section shall be governed by Section 12.
Cognota may from time to time make Third-Party Products available to Customer. Third-Party Products may be subject to their own terms and conditions and Cognota makes no representations or warranties regarding the availability, functionality, security, or data practices of any Third-Party Products and disclaims all liability related to Third-Party Products. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products.
Customer must inform Users of, and obtain all required consents from Users for, Cognota’s collection and use of their Personal Information in connection with the provision of the Services. Customer represents and warrants that it has obtained, and will maintain throughout the Term, all consents required under applicable Law for Cognota to process Personal Information as contemplated by this Agreement and the DPA.
Subject to earlier termination as provided below, the term of this Agreement will commence on the Effective Date and will continue as specified in your Order Form (the “Initial Term”). The Agreement will automatically renew for additional successive twelve (12) month periods (each a “Renewal Term”), unless either party provides the other party with notice of non-renewal at least thirty (30) days prior to the end of the then-current term. The Initial Term and Renewal Terms together comprise the “Subscription Term”.
In addition to any other express termination right set forth in this Agreement:
(i) Cognota may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after Cognota’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 2.d) or Section 8;
(ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach;
(iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, liquidator or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or
(iv) either Party may terminate this Agreement on thirty (30) days written notice to the other Party if either Party becomes subject to sanctions, export restrictions, or regulatory requirements that would make continued performance under this Agreement unlawful or materially adverse to the terminating Party’s business.
Upon expiration or termination of this Agreement, Customer shall immediately discontinue use of the Cognota IP and, without limiting Customer’s obligations under Section 8, Customer shall delete, destroy, or return all copies of the Cognota IP and certify in writing to the Cognota that the Cognota IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.
Upon expiration or termination of this Agreement, Cognota will make all Customer Data available to Customer for electronic retrieval in a commonly used, machine-readable format for a period of thirty (30) days. Cognota shall delete stored Customer Data within sixty (60) days of such expiration or termination. All sections of the Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, limitations of liability, and intellectual property ownership including Deliverables.
Customer shall pay Cognota the fees (“Fees”) set out in the Order Form. All Fees for Subscription Services and Professional Services are due in advance of commencement of the Subscription Term, unless otherwise provided in the Order Form. Where Professional Services are accessed through the Cognota Assist™ Marketplace, Fees are displayed in the marketplace at the time of engagement and consumed accordingly. Unless otherwise agreed to in the Order Form, Cognota’s invoices shall be paid by the Customer within thirty (30) days of receipt without set-off or deduction and Cognota shall bill the Customer through an invoice. If Customer fails to make any payment when due, without limiting Cognota’s other rights and remedies: (i) Cognota may charge interest on the past due amount at the rate of one percent (1%) per month, compounded, or, if lower, the maximum amount permitted under applicable Law; (ii) Customer shall reimburse Cognota for all reasonable costs incurred by Cognota in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, Cognota may suspend Customer’s and its Users’ access to any portion or all of the Services until such amounts are paid in full.
Cognota reserves the right to increase the Fees annually after expiry of the Initial Term. For each Renewal Term, the Fees will incur an automatic increase of 5% or the applicable Consumer Price Index as published by the relevant governmental authority in the jurisdiction of Customer’s principal place of business, whichever is lesser.
All Fees and other amounts payable by Customer under the Agreement are exclusive of taxes and similar assessments. Customer is responsible for all applicable taxes, excluding taxes imposed on Cognota’s income, whether national, federal, state, provincial, territorial, withholding and/or VAT taxes and applicable customs duties or tariffs (collectively the “Taxes”). If Cognota is legally obliged to withhold, pay or collect Taxes for the Customer, the Customer will be billed for those Taxes and agrees to pay or reimburse Cognota, unless a valid tax exemption certificate is provided to Cognota.
Customer acknowledges that, as between Customer and Cognota, Cognota owns all right, title, and interest, including all intellectual property rights in and to the Cognota IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
Cognota acknowledges that, as between Cognota and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Cognota a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Cognota to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to reproduce, distribute, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
If Customer or any of its employees or contractors sends or transmits any communications or materials to Cognota by mail, email, telephone, or otherwise, suggesting or recommending changes to the Cognota IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Cognota is free to use such Feedback for any purpose, subject to the confidentiality obligations set forth in Section 8. Customer hereby grants to Cognota a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, and exploit any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, without any attribution or compensation to any party, although Cognota is not required to use any Feedback.
Notwithstanding anything to the contrary in this Agreement, Cognota may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Cognota and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Cognota. Customer acknowledges that Cognota may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Cognota may (i) make Aggregated Statistics publicly available in compliance with applicable Law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable Law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
Neither Party may use the other Party’s trademarks, logos, service marks, or company names (the “Marks”) without the prior written consent of the other Party, including references in promotional materials.
Upon full payment of all applicable Fees, Customer shall own all right, title, and interest in and to Deliverables, excluding any Cognota IP or pre-existing intellectual property of Cognota, its partners, or subcontractors incorporated therein, for which Cognota grants Customer a non-exclusive, non-transferable, royalty-free license to use such elements solely as part of the Deliverable for Customer’s internal business purposes.
From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, and in the case of the Customer, Personal Information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) is or becomes part of the public domain through no fault of the receiving Party; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees, partners, and subcontractors who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder, provided that such partners and subcontractors are bound by confidentiality obligations no less restrictive than those set forth herein. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that where legally permissible, the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall return within sixty (60) days of expiration or termination to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed, provided that each Party may retain copies of Confidential Information stored in automated backup systems, which shall be deleted in the ordinary course of the backup rotation schedule and shall remain subject to the confidentiality obligations herein until deleted. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Cognota maintains administrative, physical, and technical safeguards to protect the security, integrity, and confidentiality of Customer Data, as further detailed at the Trust Center. Cognota’s security program includes encryption of Customer Data at rest and in transit, access controls, vulnerability management, and incident response procedures. In the event of a confirmed security incident affecting Customer Data, Cognota will notify Customer without undue delay in accordance with applicable Law and as further described in the DPA. Cognota requires partners and subcontractors who access Customer Data to maintain information security standards consistent with those described in the Trust Center.
a) Services.
Cognota shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner, use commercially reasonable efforts to comply with its Privacy Policy, and comply with its security protocols. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Cognota or by third-party providers, or because of other causes beyond Cognota’s reasonable control, but Cognota shall use commercially reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. Cognota does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified in the SLA.
b) Limitations
EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH HEREIN, COGNOTA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES COGNOTA MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COGNOTA DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COGNOTA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COGNOTA MAKES NO WARRANTY OF ANY KIND THAT THE COGNOTA IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Cognota shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable legal fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with the Agreement, infringes or misappropriates such third party’s intellectual property rights, provided that Customer promptly notifies Cognota in writing of the claim, cooperates with Cognota, and allows Cognota to control the defense and settlement of such claim, provided that Cognota shall not settle any claim in a manner that imposes any obligation, restriction, or liability on Customer without Customer’s prior written consent. If such a claim is made or appears possible, Customer agrees to permit Cognota, at Cognota’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Cognota determines that neither alternative is reasonably available, Cognota may terminate the Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer, and shall refund to Customer any prepaid Fees covering the period after the effective date of such termination. This will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Cognota or authorized by Cognota in writing, where such infringement would not have occurred but for such combination; (B) modifications to the Services not made by Cognota; (C) Customer Data; or (D) Third-Party Products.
Customer shall indemnify, hold harmless, and, at Cognota’s option, defend Cognota from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, and any Third-Party Claims based on Customer’s or any User’s (i) negligence or wilful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Cognota or authorized by Cognota in writing; or (iv) modifications to the Services not made by Cognota, provided that Customer may not settle any Third-Party Claim against Cognota unless Cognota consents to such settlement, and further provided that Cognota will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. Customer’s aggregate liability under this Section 11(b) shall not exceed the liability cap set forth in Section 12(b).
THIS SECTION 11 SETS FORTH CUSTOMER’S SOLE REMEDIES AND COGNOTA’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES OR DELIVERABLES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) SHALL EITHER PARTY TO THE AGREEMENT, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, PARTNERS, SUPPLIERS, OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA THE CUSTOMER’S SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF COGNOTA), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGES, OR FOR ANY INDIRECT LOSSES INCURRED IN CONNECTION WITH THE AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF OR COULD FORESEE THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY OTHER PROVISION IN THE AGREEMENT, COGNOTA’S TOTAL LIABILITY TO THE CUSTOMER, AFFILIATES, OR ANY THIRD PARTY EMANATING FROM THE AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES THE CUSTOMER PAID IN THE TWELVE (12) MONTHS PRIOR TO THE INITIATING INCIDENT OF LIABILITY. THIS SECTION PURPOSEFULLY LIMITS LIABILITY TO REFLECT THE FEES CHARGED, WHICH WOULD BE SIGNIFICANTLY HIGHER IF COGNOTA ASSUMED GREATER LIABILITY. COGNOTA’S PROVISION OF SUBSCRIPTION SERVICES ACCESS RIGHTS UNDER THIS AGREEMENT IS BASED ON THESE LIABILITY LIMITATIONS. THESE LIMITATIONS DO NOT APPLY TO: (i) EITHER PARTY’S IP INDEMNIFICATION OBLIGATIONS UNDER SECTION 11; (ii) EITHER PARTY’S FRAUD OR WILFUL MISCONDUCT; OR (iii) CUSTOMER’S OBLIGATION TO PAY FEES DUE UNDER SECTION 6. FOR THE AVOIDANCE OF DOUBT, COGNOTA’S LIABILITY FOR THE ACTS OR OMISSIONS OF COGNOTA PARTNERS AND SUBCONTRACTORS IN THE DELIVERY OF PROFESSIONAL SERVICES SHALL BE SUBJECT TO THE SAME LIABILITY CAP AND EXCLUSIONS SET FORTH IN THIS SECTION 12. FOR THE AVOIDANCE OF DOUBT, THE LIABILITY CAP SET FORTH IN THIS SECTION 12(b) SHALL APPLY MUTUALLY TO BOTH PARTIES’ AGGREGATE LIABILITY UNDER THIS AGREEMENT, EXCEPT AS OTHERWISE PROVIDED IN THE CARVE-OUTS ABOVE.
THE LIMITATION OF LIABILITY PROVIDED HEREIN IS AGGREGATE FOR ALL CLAIMS BY THE CUSTOMER AND ITS AFFILIATES AND SHALL NOT BE CUMULATIVE.
In certain jurisdictions, the law may not permit the exclusion of implied warranties or the limitation of liability for incidental or consequential damages, or in cases of a party’s own fraud, willful injury to the person or property, or violations of law. In these instances, the above limitations may not apply. However, Cognota’s liability in such jurisdictions will still be minimized to the fullest extent that the law allows.
Claims or damages the Customer may hold against Cognota shall only be enforceable against Cognota itself, and not against any affiliated entities or individuals including officers, directors, employees, representatives, or agents of Cognota or any affiliated entities, including any partners or subcontractors engaged by Cognota.
During the term of the Agreement, Cognota shall maintain adequate insurance coverage as required by law or regulation and at its own expense, with an insurance carrier or carriers having an A.M. Best rating of A- or better, or an equivalent rating by another rating agency in the following minimum amounts: (i) commercial general liability with $5,000,000 per occurrence; (ii) cyber umbrella liability with $5,000,000 per occurrence and aggregate; and (iii) technology errors & omissions and cyber-risk liability covering $5,000,000 aggregate in connection with the Subscription Services, as further detailed at the Trust Center. Cognota will provide the Customer with a Certificate of Insurance upon request and will notify the Customer of any policy cancellations or coverage changes.
The AI Terms available at www.cognota.com/ai-terms (“AI Terms”) specify additional terms and conditions relevant to Customer Data, any software component of the Services, and the management of AI-related settings while using the Services. These AI Terms are incorporated as part of this Agreement.
Customer may not assign or otherwise transfer any of its rights or delegate or otherwise transfer any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Cognota, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment, transfer, or delegation in violation of this Section will be null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. Cognota may assign this Agreement without Customer’s consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of the assets to which this Agreement relates, provided that the assignee is not a direct competitor of Customer. Cognota will provide written notice to Customer within thirty (30) days of any such assignment. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
Cognota may engage affiliates, partners, and subcontractors in the performance of its obligations under this Agreement. Cognota’s use of any such parties who process Customer Data is governed by the DPA, and Cognota’s current list of approved subprocessors is available at the Trust Center.
This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
In the event of any inconsistency between the statements made in the body of these Terms, the related Order Form and referenced attachments, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, these Terms; (ii) second, the Order Form; (iii) third, the referenced attachments; and (iv) fourth, any other documents incorporated herein by reference. In the event of any conflict between these Terms and the DPA with respect to the processing of personal data, the DPA shall govern.
No amendment, except as explicitly set out herein, or modification to the Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
If any provision of this Agreement is found invalid, illegal, or unenforceable in any jurisdiction, it will be substituted with a valid, enforceable term that reflects the original intent, and such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Customer must adhere to applicable export control laws and regulations while utilizing the Subscription Services. Customer must not use the Subscription Services in any country subject to embargo or sanctions, if Customer is on any restricted party lists, to store export-controlled sensitive information, or for any unlawful import/export activities. Cognota is not liable for legal restrictions on access to the Subscription Services, which are not granted by this Agreement.
The Agreement does not create a joint venture, partnership, employment, or agency relationship between Cognota and Customer. Professionals available through the Cognota Assist™ Marketplace are independent of Customer, and nothing in this Agreement shall be construed to create an employment, agency, or joint employer relationship between Customer and any such professional.
All notices to a party shall be delivered either (a) by courier to the address specified on the Order Form, or (b) via email to the Customer’s primary contact’s email address. Legal notices to Cognota shall be sent to the attention of the Legal Department at Cognota, Inc., 199 Bay Street #4000, Toronto, Ontario, Canada M5L 1A9, or by email to legal@cognota.com. For non-legal notices, use support@cognota.com. Notices sent by email are deemed delivered upon transmission, provided no automated bounce-back or delivery failure notice is received by the sender. Notices sent by courier are deemed delivered at the moment of receipt for hand-delivered items, or within five (5) business days when sent by courier service.
In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond that Party’s reasonable control, including but not limited to acts of God, epidemics, pandemics, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labour stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
This Agreement is governed by the laws of the Province of Ontario, disregarding conflict of laws principles. Disputes arising from the Agreement will be settled in a court within Ontario, Canada. The Customer explicitly consents to the exclusive jurisdiction of these courts for resolving disputes pertaining to the Agreement or the use of the Subscription Services by the Customer or Users.