Cogzia Terms of Service

Version: 1.1 Effective Date: December 10, 2025 Last Updated: December 10, 2025

1. Introduction and Acceptance

These Terms of Service ("Terms") govern your access to and use of Cogzia's products and services, including our web applications, APIs, SDKs, tools, and related documentation (collectively, the "Service").

By clicking "I agree," creating an account, or accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Service.

By using the Service, you also agree to our Privacy Policy, Acceptable Use Policy, and Fair Use Policy (collectively, the "Policies"), each of which is incorporated into these Terms by reference. If there is any inconsistency between these Terms and a Policy, these Terms will govern, except with respect to our processing of personal data, for which the Privacy Policy will control.

If you are using the Service on behalf of a company, organization, or other entity, then (a) "you" includes that entity, and (b) you represent and warrant that you are authorized to bind that entity to these Terms.

Cogzia, Inc. ("Cogzia," "we," "us," or "our") may modify these Terms from time to time as described in Section 4.4 and Section 5.3. Your continued use of the Service after the effective date of any updated Terms constitutes your acceptance of the modified Terms.

2. Definitions

"Account" means your registered account to access the Service.
"Content" means any data, text, files, or other materials you submit to or generate through the Service.
"Subscription" means your paid access tier to the Service.
"Usage" means your consumption of Service resources, including but not limited to API calls, compute time, storage, and workflow executions.
"Fair Use Limits" means the usage thresholds associated with your Subscription tier as described in our Fair Use Policy.

3. Account Registration

3.1. You must provide accurate and complete registration information and keep this information current.

3.2. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.3. You must notify us immediately of any unauthorized use of your account.

3.4. You must be at least 18 years old or the age of majority in your jurisdiction to use the Service.

4. Subscriptions and Billing

4.1. Subscription Tiers

We offer multiple subscription tiers with different features, usage limits, and pricing. Current pricing and features are available at https://www.cogzia.com/pricing.

4.2. Billing

4.2.1. Subscriptions are billed in advance on a recurring basis (monthly or annually, depending on your selection).

4.2.2. You authorize us to charge your designated payment method for all fees associated with your Subscription.

4.2.3. All fees are non-refundable except as expressly set forth in these Terms or as required by applicable law.

4.3. Price Changes

4.3.1. We may change Subscription prices at any time. Price changes will take effect at the start of the next billing cycle following notice to you.

4.3.2. If you do not agree to a price change, you may cancel your Subscription before the change takes effect.

4.4. Subscription Modifications by Cogzia

4.4.1. We reserve the right to modify, suspend, or terminate your Subscription or access to specific features at any time if:

(a) Your usage patterns create unsustainable costs that significantly exceed the economic assumptions underlying your Subscription tier;

(b) You violate these Terms or our Acceptable Use Policy;

(d) We determine, in our reasonable discretion, that modification is necessary to maintain the viability of the Service; or

(e) Required by law or to protect the rights, safety, or property of Cogzia or others.

4.4.2. Notice and Transition:

(a) Except in cases of violation or abuse, we will provide at least fourteen (14) days' notice before material modifications take effect.

(b) For usage-related modifications, we will work with you in good faith to identify an appropriate alternative tier or custom arrangement.

(c) If we terminate your Subscription due to unsustainable usage (not abuse), we will provide a pro-rata refund for unused prepaid fees.

4.4.3. No Guarantee of Pricing Continuity:

While we strive to honor pricing for existing subscribers, we cannot guarantee that any particular pricing tier or feature set will remain available indefinitely. Early adopter and promotional pricing is subject to change.

5. Usage Limits and Fair Use

5.1. Fair Use Policy

Your Subscription includes usage limits as described in our Fair Use Policy, which is incorporated into these Terms by reference. We reserve the right to enforce these limits.

5.2. Usage Monitoring

We monitor usage to ensure fair access for all users and to maintain Service quality. You acknowledge and consent to this monitoring.

5.3. Overage and Excessive Usage

5.3.1. If your usage exceeds your Subscription tier limits, we may:

(a) Notify you and request that you upgrade to an appropriate tier;

(b) Throttle or rate-limit your access to the Service;

(d) Invoice you for overage at our then-current overage rates; or

(e) Suspend or terminate your access if excessive usage continues after notice.

5.3.2. We will make reasonable efforts to notify you before taking action under this section, except where immediate action is necessary to protect the Service or other users.

5.4. Resource-Intensive Operations

Certain operations may consume disproportionate resources. We reserve the right to limit, throttle, or separately price such operations to ensure equitable access for all users.

6. Acceptable Use

6.1. General Restrictions

You agree not to:

(a) Use the Service for any unlawful purpose or in violation of any applicable laws;

(b) Attempt to gain unauthorized access to the Service or its related systems;

(d) Use the Service to transmit malware, viruses, or other malicious code;

(e) Reverse engineer, decompile, or disassemble any aspect of the Service;

(f) Resell or redistribute the Service without our express written permission;

(g) Use automated means to access the Service in a manner that exceeds reasonable request volumes or constitutes abuse;

(h) Use the Service in any manner that could damage, disable, or impair the Service; or

(i) Violate our Acceptable Use Policy.

6.2. Abuse

We reserve the right to determine, in our sole discretion, what constitutes abuse of the Service. Abuse may result in immediate suspension or termination without notice or refund.

7. Intellectual Property

7.1. Our Rights

The Service, including all software, technology, algorithms, models, user interfaces, designs, know-how, documentation, and any improvements, modifications, or derivative works thereof (collectively, "Cogzia Materials"), are owned by Cogzia and its licensors. Except for the limited rights expressly granted to you in these Terms, Cogzia and its licensors reserve all rights, title, and interest in and to the Cogzia Materials. No rights are granted to you by implication, estoppel, or otherwise.

7.2. Your Content

You retain ownership of all Content you submit to, upload into, or process through the Service, as well as Content generated through your use of the Service that is based on or derived from such submissions (together with any associated configuration, prompts, and metadata, "Your Content" or "Your Data").

You grant Cogzia a non-exclusive, worldwide, royalty-free license to host, store, reproduce, transmit, and otherwise process Your Content solely:

to provide, maintain, secure, and support the Service;
to prevent or address service, security, or technical issues; and
to comply with law and enforce these Terms,

in each case as further described in Section 8 and our Privacy Policy. Cogzia does not acquire any ownership interest in Your Content.

You are responsible for ensuring that Your Content and your use of the Service comply with all applicable laws and our Acceptable Use Policy.

7.3. Feedback

If you provide any ideas, suggestions, enhancement requests, or other feedback relating to the Service ("Feedback"), you grant Cogzia a perpetual, irrevocable, worldwide, royalty-free, sublicensable and transferable license to use, reproduce, modify, distribute, and create derivative works of such Feedback for any purpose, without obligation or attribution to you. Feedback will not be treated as Your Content or Your Data.

7.4. AI-Generated Outputs

The Service may generate text, code, or other content in response to your prompts or other inputs ("Outputs").

As between you and Cogzia, and subject to your compliance with these Terms and applicable law, you own your Outputs, to the extent permitted by law. Cogzia does not claim ownership of your Outputs.

You acknowledge and agree that:

Outputs may be similar or identical to outputs provided to other users, and are not guaranteed to be unique.
Cogzia does not guarantee that Outputs are accurate, complete, lawful, or fit for any particular purpose.
Cogzia makes no representation or warranty that Outputs will not infringe or misappropriate any third-party rights.

You are solely responsible for reviewing, evaluating, and validating Outputs (including by using human review and appropriate testing) before relying on or using them in any way, including in production systems or decision-making processes.

8. Data and Privacy

8.1. Your Data Ownership

You retain full ownership of all Content you upload, create, or process through the Service ("Your Data"). Your Data is your property. For clarity, Your Data includes the Content you provide to the Service and, to the extent it is based on or derived from such Content, related Outputs as described in Section 7.4.

Except for the limited rights granted to us in Section 7.2 and this Section 8 to operate, secure, and support the Service, these Terms do not grant Cogzia any ownership rights in Your Data.

8.2. How We Use Your Data

8.2.1. To Provide and Improve the Service:

We use Your Data to provide, operate, maintain, secure, and support the Service you have requested, including processing, storing, and transmitting Your Data as necessary for core Service functionality, troubleshooting, and support, and to comply with our legal obligations.

We also analyze how you use the Service—including the types of MCPs, agents, and workflows you build and how you configure them—to improve our product, build better features, and prioritize our roadmap. This product improvement does NOT include using Your Data to train AI models, which requires your express consent as described in Section 8.2.2.

8.2.2. No AI Model Training Without Consent:

We will NOT use Your Data to train machine learning models or AI systems without your explicit opt-in consent. If you choose to contribute Your Data to help train or fine-tune AI models, you can opt in through your account settings or a separate agreement, and you may withdraw consent at any time.

8.2.3. Anonymous Usage Analytics:

We collect and analyze anonymized, aggregated usage patterns to understand how users interact with the Service and to improve our product. This data cannot be used to identify you or reconstruct Your Data.

8.2.4. Error Monitoring:

We monitor for system errors and exceptions to identify, diagnose, and fix technical issues. Error logs may contain metadata about your usage but are used solely for troubleshooting and improving Service reliability.

8.2.5. Abuse Prevention:

We monitor usage patterns to detect and prevent abuse, fraud, security threats, and violations of these Terms. This monitoring is necessary to protect the Service and all users.

8.2.6. User-Initiated Error Reporting:

When you submit a support request or error report that includes a URL to a specific project, run, or conversation, you grant designated Cogzia support personnel permission to access the data associated with that URL solely for the purpose of diagnosing and resolving your reported issue. This access:

Is limited to the specific resources you identify;
Is granted only to authorized personnel bound by confidentiality obligations;
Ends once the issue is resolved; and
Does not constitute consent to access your other data.

8.2.7. Training and Consulting Services:

If you engage Cogzia for training, consulting, or professional services and share URLs or data as part of that engagement, you grant designated Cogzia personnel access to that shared data solely to deliver the agreed-upon services. This does not grant rights to use your data for AI training or purposes beyond the scope of the engagement.

8.3. Privacy Policy

Your use of the Service is also subject to our Privacy Policy, which describes in more detail how we collect, use, share, and safeguard personal data. The Privacy Policy is incorporated into these Terms by reference.

If there is a conflict between these Terms and the Privacy Policy with respect to Cogzia's processing of personal data, the Privacy Policy will control. For all other matters, these Terms will control.

9. Disclaimers

9.1. As-Is Service

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.2. No Guarantee

We do not guarantee that the Service will be uninterrupted, error-free, or secure. We are not responsible for any delays, failures, or interruptions in the Service.

9.3. AI-Generated Output

The Service utilizes artificial intelligence, which may produce inaccurate, incomplete, or inappropriate outputs. You are solely responsible for reviewing and validating any outputs before relying on them.

9.4. Beta Features

From time to time we may make features identified as beta, preview, or experimental ("Beta Features") available. Beta Features are provided "as is" without any warranties, may be subject to additional terms, and may be modified or discontinued at any time without notice. Any SLAs or support commitments do not apply to Beta Features.

10. Limitation of Liability

10.1. Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COGZIA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

10.2. Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COGZIA'S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO COGZIA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.3. Basis of the Bargain

THE LIMITATIONS IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US.

10.4. Non-Excludable Liability

Nothing in these Terms is intended to exclude or limit any liability that cannot be excluded or limited under applicable law, such as liability for gross negligence, fraud, or intentional misconduct.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability as described in this Section 10. In such cases, the exclusions and limitations will apply only to the extent permitted by applicable law.

11. Indemnification

You agree to indemnify and hold harmless Cogzia and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising out of or related to your use of the Service, your Content, or your violation of these Terms.

12. Term and Termination

12.1. Term

These Terms remain in effect until terminated by you or Cogzia.

12.2. Termination by You

You may terminate your account at any time through your account settings or by contacting us. Termination does not entitle you to a refund of prepaid fees except as expressly stated herein.

12.3. Termination by Cogzia

We may terminate or suspend your account immediately, without prior notice, if you violate these Terms. We may also terminate your account for any reason with thirty (30) days' notice.

12.4. Effect of Termination

Upon termination, your right to use the Service ceases immediately. We may delete your Content after a reasonable retention period. Sections that by their nature should survive termination shall survive.

13. Dispute Resolution

13.1. Governing Law

These Terms and any dispute, claim, or controversy arising out of or relating to them or the Service (collectively, "Disputes") are governed by the laws of the State of Delaware, USA, without regard to its conflict of law principles.

13.2. Arbitration

Except as provided in Section 13.4, any Dispute between you and Cogzia will be resolved by binding arbitration, rather than in court, to the fullest extent permitted by applicable law.

The arbitration will be conducted by a reputable arbitration provider (such as JAMS or the American Arbitration Association) under its applicable rules for commercial disputes. The arbitration will be conducted in English, in King County, Washington, unless we both agree to a different location or to a remote/virtual proceeding. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

You and Cogzia each waive any right to a jury trial in connection with any Dispute, to the maximum extent permitted by law.

13.3. Class Action Waiver

You and Cogzia agree that any Dispute will be brought and resolved only on an individual basis and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action. The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of class, collective, consolidated, or representative proceeding.

If this Class Action Waiver is found to be unenforceable with respect to a particular claim or request for relief, then that claim or request (and only that claim or request) must be brought in a court of competent jurisdiction, and not in arbitration.

13.4. Exceptions and Consumer Rights

Either you or Cogzia may:

Bring an individual action in small claims court (or the equivalent court of limited jurisdiction), if the claim qualifies; and
Seek temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or prevent unauthorized access to or use of the Service.

If you are a consumer and mandatory law in your jurisdiction gives you the right to bring Disputes in your local courts or prohibits mandatory arbitration, this Section 13 will apply only to the extent permitted by that law and does not limit any such non-waivable rights.

14. General Provisions

14.1. Entire Agreement

These Terms, together with any order forms or other written agreements between you and Cogzia that expressly reference these Terms, and our Privacy Policy, Acceptable Use Policy, and Fair Use Policy, constitute the entire agreement between you and Cogzia regarding the Service and supersede all prior or contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

In the event of a conflict between these Terms and any Policy, these Terms will control, except with respect to Cogzia's processing of personal data, for which the Privacy Policy will control. In the event of a conflict between an order form or written agreement and these Terms, the order form or written agreement will control for the specific subject matter it addresses.

14.2. Severability

If any provision of these Terms is found unenforceable, the remaining provisions will continue in effect.

14.3. Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

14.4. Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms without restriction.

14.5. Notices

We may provide notices to you via email or through the Service. You may provide notices to us at: legal@cogzia.com

14.6. Force Majeure

Cogzia will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control, including but not limited to acts of God, labor disputes, industrial disturbances, systematic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, war, pandemics, or failures or degradation of third-party cloud infrastructure or AI model providers.

15. Contact Information

For questions about these Terms, please contact us at:

Cogzia, Inc. 4206 E. Lake Sammamish Pkwy SE Sammamish, WA 98075 Email: legal@cogzia.com

By using Cogzia, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.