Customer Agreement Terms

Last updated: 20/06/2025

Welcome to Cognida.ai (“we,” “our,” or “us”). These Terms of Use (“Terms”) govern your (“you” or “Customer”) access to and use of the Cognida.ai platform, products, services, and content provided through our website, applications, APIs, or other interfaces (collectively, the “Services”).

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree, please do not access or use Cognida.ai Services.

1. Eligibility and access

You may use the Services only if you are legally authorized to enter into a binding agreement and are using the Services on behalf of a company, organization, or other legal entity (collectively, a “Customer”) with a valid license or subscription.

2. Cloud products

2.1. Customer data. Cognida.ai may process Customer Data to provide the Services and related Support or Advisory Services in accordance with this Agreement.

2.2. Security program. Cognida.ai has implemented and will maintain an information security program that uses appropriate physical, technical and organizational measures designed to protect Customer Data from unauthorized access, destruction, use, modification or disclosure, as described in its Security Measures. Cognida.ai will also maintain a compliance program that includes independent third-party audits and certifications, as described in its Security Measures.

2.3. Service levels. Where applicable, service level commitments for the Cloud Products are set out in the Service Level Agreement.

2.4. Data retrieval. The Documentation describes how Customer may retrieve its Customer Data from the Cloud Products.

2.5. Removals and suspension. Cognida.ai has no obligation to monitor Customer Data. Nonetheless, if Cognida.ai becomes aware that: (a) Customer Data may violate Law, Section 2.2 (Restrictions), or the rights of others (including relating to a takedown request received following the guidelines for Reporting Copyright and Trademark Violations, or (b) Customer’s use of the Cloud Products threatens the security or operation of the Cloud Products, then Cognida.ai may: (i) limit access to, or remove, the relevant Customer Data, or (ii) suspend Customer’s or any User’s access to the relevant Cloud Products. Cognida.ai may also take any such measures where required by Law, or at the request of a governmental authority. When practicable, Cognida.ai will give Customer the opportunity to remedy the issue before taking any such measures.

3. Account responsibilities

3.1. Disclosures and rights. Customer must ensure it has made all disclosures and obtained all rights and consents necessary for Cognida.ai to use Customer Data and Customer Materials to provide the Cloud Products, Support or Advisory Services.

3.2. Product assessment. Customer is responsible for determining whether the Products meet Customer’s requirements, and any regulatory obligations related to its intended use.

3.3. Sensitive health information and HIPAA. Unless the parties have entered into a ‘Business Associate Agreement,’ Customer must not (and must not permit anyone else to) upload to the Cloud Products (or use the Cloud Products to process) any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act.

You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account. You agree to:

Provide accurate, current information during registration
Notify us immediately of any unauthorized use of your account
Use the Services in compliance with applicable laws and these Terms

4. Permitted use

You may use the Services solely for internal business purposes in accordance with the terms of your agreement with Cognida.ai. You agree not to:

Reverse-engineer, decompile, or tamper with the Services
Use the Services to transmit unlawful or harmful content
Interfere with service functionality or security
Resell or redistribute the Services without written authorization

5. Data and privacy

You retain ownership of all data you input into the platform. By using the Services, you grant us a limited right to process, store, and analyse your data for the purpose of providing the Services. We handle personal data in accordance with our Privacy Policy(link).

You are responsible for ensuring that your use of Cognida.ai complies with applicable data protection laws (e.g., GDPR, HIPAA, CCPA).

6. Security and compliance

Cognida.ai implements reasonable technical and organizational measures to safeguard your data. We maintain industry-recognized security standards (e.g., ISO 27001, SOC 2 Type II,HIPAA).

You agree that any third-party data you integrate or share through Cognida.ai has been lawfully obtained and that you have the necessary permissions to process it.

7. Indemnification

7.1 General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Losses arising out of or relating to any third-party claim concerning: (a) your or any End Users’ use of the Services (including any activities under your Cognida.ai account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you, End Users or Your Content; or (c) a dispute between you and any End User. You will reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (c) above at our then-current hourly rates.

7.2 Intellectual property.
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(a) Subject to the limitations in this Section 7, Cognida.ai will defend you and your employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

(b) Subject to the limitations in this Section 7, you will defend Cognida.ai, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any of Your Content infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.

(c) Neither party will have obligations or liability under this Section 7.2 arising from infringement by combinations of the Services or Your Content, as applicable, with any other product, service, software, data, content or method. In addition, Cognida.ai will have no obligations or liability arising from your or any End User’s use of the Services after Cognida.ai has notified you to discontinue such use. The remedies provided in this Section 7.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or by Your Content.

(d) For any claim covered by Section 7.2(a), Cognida.ai will, at its election, either: (i) procure the rights to use that portion of the Services alleged to be infringing; (ii) replace the alleged infringing portion of the Services with a non-infringing alternative; (iii) modify the alleged infringing portion of the Services to make it non-infringing; or (iv) terminate the allegedly infringing portion of the Services or this Agreement.

7.3 Process. The obligations under this Section 7 will apply only if the party seeking defence or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defence and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party’s expense) in the defence and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.

8. Third-party vendors and integrations

Some functionality may rely on third-party services (e.g., cloud providers, API integrations). Cognida.ai is not responsible for third-party content or actions but will reasonably ensure that such vendors comply with equivalent security and compliance standards.

9. Modifications and updates

We may update or enhance the Services from time to time. Material changes to these Terms will be communicated via email or platform notification. Continued use after changes means you accept the new Terms.

10. Suspension and termination

We reserve the right to suspend or terminate your access to the Services if:

You violate these terms
Your subscription expires or payment is not received
You pose a risk to platform integrity or security

Upon termination, your access will be revoked and data retained per our retention policy and customer agreement.

11. Intellectual property

All intellectual property in the Services, including software, content, design, and trademarks, remains the property of Cognida.ai or its licensors. No rights are granted except those explicitly outlined.

12. Limitation of liability

To the fullest extent permitted by law, Cognida.ai shall not be liable for:

Indirect, incidental, or consequential damages
Your subscriptLoss of profits, business interruption, or data loss Our total liability in any matter shall not exceed the fees paid by you in the preceding 12 months. ion expires or payment is not received

13. Governing law

These Terms are governed by and construed in accordance with the laws of State of Delaware, USA, without regard to conflict of laws principles. Where applicable under international law, the laws of the Republic of India may apply only to the extent that services are rendered or accessed from within India, and only if no conflict arises with laws of Delaware.

14. Contact us

For questions, concerns, or legal notices, please contact us at:

Customer Agreement

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