CogniVis Terms Of Service

General Definitions

For the purposes of these Terms of Service, the following definitions apply:

  1. CogniVis: StartupFlow Dawid Adach, Michał Szymański S.C., with its registered office in Warsaw, Poland, (03-738) at ul. Kijowska 7/49, NIP: 113-291-19-40, REGON: 364673139
  2. Platform: The CogniVis platform, delivered as a Software as a Service (SaaS) solution, which includes all functionalities, tools, and features available to Users.
  3. Services: The features and functionalities available on the Platform, including data processing, results generation, technical support, and any additional services provided by CogniVis.
  4. User Materials: Any data, information, content, or other materials provided by the User for processing or analysis on the Platform.
  5. LLM (Large Language Models): Third-party language models (e.g., GPT-3, GPT-4) used within the Platform.
  6. Results: Any output, analyses, reports, or other materials generated by the Platform based on User Materials and LLM processing.
  7. Usage Data: Anonymized data regarding the User’s interaction with the Platform, which may be used by CogniVis to improve the Services.

Plan-specific limits

The following definitions apply specifically to the subscription and usage terms under these Terms of Service. Details regarding the subscription fees can be reviewed on the Pricing page.

  1. Subscription Fees: The fees payable by Users for accessing the Platform and its Services, as detailed in the conditions and limits for the Pricing Plan available on the Pricing page.
  2. Subscription Period: The period during which these Terms of Service are in effect, with provisions for automatic renewal for subsequent periods.
  3. Token Limit: The maximum number of tokens allocated for processing by the Platform under the recommended model. Exceeding this limit may incur additional charges.
  4. Recommended Model: The AI model suggested by CogniVis for optimal utilization of the Platform’s Services.
  5. Additional Fees & Services: Any supplementary services or modules provided beyond the standard subscription plan, which may incur additional charges.
  6. Selected Modules: Specific features and functionalities included within a User’s subscription plan.

Acceptance and Binding Agreement

By completing the standard payment process on the CogniVis platform and checking the Terms of Service checkbox, the customer agrees to be bound by these Terms of Service in their entirety. This acceptance confirms that the customer has read, understood, and consented to all the provisions set forth herein.

  1. Binding Agreement: The act of checking the Terms of Service checkbox during the payment process constitutes a legally binding agreement between the customer and CogniVis.
  2. Effective Date: These Terms of Service become effective immediately upon acceptance via the payment process.
  3. Confirmation of Consent: By proceeding with the payment, the customer confirms that they have reviewed all terms and agree to adhere to them without modification.

Fees and Payments

These Terms outline the fees payable for the use of the Platform and the conditions under which payments are to be made.

  1. Subscription Fees and Payment Terms: Users shall pay applicable subscription fees as detailed in the conditions and limits for the Pricing Plan, chosen by the customer and available for review on the Pricing page. Invoices are issued in advance for each subscription period, and the fees include access to a predefined token limit based on the recommended model. Users who opt for alternative models may experience variations in token limits.
  2. Additional Services: Any services requested beyond the standard subscription plan will be invoiced separately.
  3. LLM Usage Costs: The subscription fee covers all costs related to the use of third-party language models (LLM). If usage exceeds the designated token limit, users may either purchase additional capacity at a mutually agreed rate or integrate their own API keys for access to selected LLMs. In the latter case, a 15% margin based on publicly available LLM pricing will be applied, with monthly invoicing in arrears.
  4. Usage Transparency: CogniVis will provide users with information on their usage and remaining token limits upon request, ensuring transparent consumption management.

License & Service Scope

CogniVis grants Users a limited, non-exclusive, and non-transferable license to access and use the Platform, subject to these Terms of Service and the applicable subscription plan.

  1. Access License: CogniVis provides Users with the right to access and use the Platform during the active subscription period, in accordance with these Terms.
  2. Usage of the Platform: Users are permitted to process and analyze data on the Platform, subject to the designated token limits and any selected modules as described in the Specific Terms & Definitions.
  3. Alternative Models: Users may choose to switch to alternative AI models available on the Platform. However, such changes may affect token limits and associated usage terms.
  4. Restrictions: The license granted herein does not permit Users to modify, copy, distribute, lease, or create derivative works from the Platform, nor use it for any purpose beyond what is explicitly stated in these Terms.

Technical Support

CogniVis provides technical support to ensure smooth and efficient use of the Platform.

  1. Support Availability: Technical support is available Monday to Friday, from 9:00 AM to 5:00 PM CET/CEST, excluding public holidays.
  2. Contact Channels: Users can reach support via email at contact@mdbootstrap.com or through their designated account manager.
  3. Request Details: Support inquiries should include a detailed description of the issue, relevant context, and any applicable screenshots or error messages.
  4. Authorized Requests: Only authorized representatives of the User may submit support requests.
  5. Response Commitment: CogniVis will make reasonable efforts to address and resolve issues promptly, prioritizing critical issues affecting the Platform's functionality.

User Responsibilities and Restrictions

Users must adhere to the following responsibilities and restrictions to ensure the proper and lawful use of the CogniVis Platform.

  1. Prohibited Actions:
    1. Users shall not present results generated by the CogniVis Platform as if they were created by a human.
    2. Users shall not reverse engineer, decompile, disassemble, or attempt to discover the source code, model structures, underlying ideas, or algorithms of the CogniVis Platform.
    3. Users shall not modify, translate, or create derivative works based on the CogniVis Platform.
    4. Users shall not copy, rent, lease, distribute, pledge, assign, or transfer any rights to the CogniVis Platform.
    5. Users shall not use the CogniVis Platform on behalf of third parties without the prior consent of CogniVis.
    6. Users shall not remove or change any proprietary information or labels from the CogniVis Platform.
    7. Users shall not use the CogniVis Platform to build competitive products or services.
    8. Users shall not disrupt or attempt to disrupt the proper functioning of the CogniVis Platform.
    9. Users shall not circumvent or attempt to circumvent any security measures implemented by CogniVis.
    10. Users shall not engage in automated data collection (including crawling, scraping, or spidering) from the CogniVis Platform or any related sites.
  2. Indemnification and Compliance:
    1. Users agree to fully indemnify, defend, and hold harmless CogniVis, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from their use of the Platform or any breach of these Terms.
    2. Users shall use the CogniVis Platform in strict compliance with all applicable laws, including data protection regulations.
    3. Users are responsible for all actions taken using the CogniVis Platform, including all content submitted.
    4. Users shall not use the Platform in a manner that infringes the rights of third parties or violates any applicable law; and, in the event of such violation, users release CogniVis from any liability for third-party claims.
  3. Content Restrictions:
    1. Users are prohibited from uploading, processing, or storing data through the Platform that violates any applicable laws or regulations.
    2. Users shall not upload data that infringes on the intellectual property rights of third parties.
    3. Users shall not upload data containing malicious code, viruses, or any other harmful components.
    4. Users shall not upload data containing personally identifiable information unless proper consent has been obtained or a valid legal basis exists.
    5. Users shall not upload or submit content that is offensive, defamatory, harassing, or otherwise objectionable.

Liability and Compensation

These Terms govern the limitations of liability and the compensation obligations of both the Users and CogniVis.

  1. Mutual Indemnification: Each party agrees to protect and indemnify the other against claims from third parties resulting from the infringement of intellectual property rights by User Materials (for the User) or the Services (for CogniVis).
  2. Exclusions for Modification or Improper Use: Liability for damages does not extend to situations where harm arises from modifications made by the User or improper use of the Services.
  3. Force Majeure:
    1. Neither party shall be liable for non-performance or improper performance of obligations if such failure results from events beyond their control, including natural disasters, wars, acts of terrorism, strikes, epidemics, pandemics, or other events commonly recognized as force majeure.
    2. Force majeure is defined as any external event that is impossible to predict or prevent, including acts of public authority that render performance impossible.
  4. Specific Exclusions of Liability:
    1. CogniVis shall not be liable for damages or losses resulting from unauthorized access to or alteration of User Materials.
    2. CogniVis shall not be held responsible for any statements or conduct of third parties on or through the Platform.
    3. CogniVis disclaims liability for any content obtained from or through the Platform.
    4. CogniVis is not liable for interruptions or cessation of transmission to or from the Platform.
    5. CogniVis is not responsible for any bugs, viruses, or other harmful code that may be transmitted through the Platform.
    6. CogniVis disclaims liability for errors or inaccuracies in any content or materials on the Platform.

Warranties and Disclaimers

CogniVis provides the following warranties regarding the Platform and the Services, subject to the limitations set forth herein.

  1. CogniVis Warranties:
    1. CogniVis represents and warrants that it has the authority to enter into these Terms of Service and to provide the Platform and its Services.
    2. CogniVis will deliver the Services in a professional and diligent manner.
    3. CogniVis warrants that the Services will be free from malicious software.
  2. As-Is Provision: Except for the express warranties provided above, all Services are provided on an "as is" basis, without any additional warranties, whether express or implied.
  3. Client Acknowledgment: Users acknowledge that AI-generated results may require human review and verification, and CogniVis does not guarantee the absolute accuracy or completeness of such results.

Limitation of Liability

Excluding cases of violation of data confidentiality, intellectual property rights, or intentional harm, each party’s liability under these Terms is limited as follows:

  1. General Liability Cap:
    1. Direct actual damages only;
    2. An amount not exceeding the total sum of fees paid by the User during the 12 months preceding the event giving rise to the claim.
  2. No Indirect Damages: Neither party shall be liable for lost profits, loss of data, interruption in business activity, or any indirect, incidental, or consequential damages.
  3. Exclusions: The limitations stated above do not apply to damages caused intentionally or as a result of gross negligence.
  4. Specific Disclaimers:
    1. CogniVis expressly disclaims liability for decisions made by the User based on any output, results, or information provided through the Platform;
    2. Any actions taken by the User in reliance on the Platform’s functionality or output;
    3. Losses arising from fluctuations in connectivity or the availability of third-party LLM services;
    4. Failures in data transmission or storage;
    5. The accuracy, quality, or reliability of any AI-generated content.

Intellectual Property and Data

These Terms outline the ownership and rights regarding User Materials, data submitted to the Platform, and the intellectual property associated with the Platform and its Services.

  1. User Materials:
    1. Users retain all intellectual property rights to any materials they provide to the Platform ("User Materials").
    2. Users are solely responsible for the legality, accuracy, and quality of their User Materials.
  2. Input and Output Data:
    1. Users retain ownership rights to the data they input into the Platform and the output data generated by the Platform.
    2. Users acknowledge that the Platform may generate similar output data for different users.
  3. CogniVis Intellectual Property:
    1. CogniVis retains all intellectual property rights to the Platform, including its underlying technologies, enhancements, and modifications.
    2. These Terms do not transfer any intellectual property rights from CogniVis to the Users, except for the limited license to use the Platform as provided herein.
  4. Customizations and Feedback:
    1. Any customizations or implementations of the Services performed by CogniVis remain the property of CogniVis, and Users may only use such customizations as part of the Platform during the subscription period.
    2. CogniVis is free to use any suggestions or feedback provided by Users regarding the Services without any obligation to the Users.
  5. Data Usage:
    1. CogniVis may use anonymized usage data for internal purposes, including to improve the quality of the Services.
    2. CogniVis undertakes not to use User Materials, input data, or output data to train AI models.

Compliance Disclaimer

The following provisions set forth the responsibilities of Users regarding regulatory compliance and clarify the limitations of CogniVis's role in providing professional advice.

  1. No Professional Advice: CogniVis does not provide legal, financial, or other professional advice. The Platform and its Services are offered solely as tools for Users' operational needs.
  2. User Responsibility for Compliance: Users are solely responsible for ensuring that their use of the Platform complies with all applicable laws and regulations.
  3. Limited Role of CogniVis: CogniVis's responsibility is confined to the provision and maintenance of the Platform and does not extend to advising on regulatory or legal matters.

Confidentiality

Both parties are committed to protecting confidential information as defined in these Terms of Service.

  1. Definition of Confidential Information: "Confidential Information" means any non-public information disclosed by either party, whether in writing, orally, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
  2. Obligations:
    1. Each party shall maintain the confidentiality of the other party’s Confidential Information and protect it with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
    2. Each party shall use the Confidential Information solely for purposes related to these Terms and shall not use it for any other purpose.
    3. Access to Confidential Information shall be limited to employees, contractors, and agents who need such access to fulfill the obligations set forth in these Terms and who are bound by confidentiality obligations no less stringent than those contained herein.
  3. Survival: The confidentiality obligations set forth herein shall survive termination of these Terms for a period of five (5) years.
  4. Exclusions: Confidentiality obligations do not apply to information that: (a) is or becomes generally available to the public without breach of these Terms; (b) was known to the receiving party prior to disclosure by the disclosing party; (c) is received from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.

Force Majeure

Neither party shall be held liable for non-performance or delays resulting from events beyond their reasonable control. The following provisions govern such circumstances:

  1. Definition: "Force Majeure" refers to any external event or circumstance that is unforeseeable, unavoidable, and beyond the control of either party. This includes, but is not limited to, natural disasters (such as floods, earthquakes, and hurricanes), wars, acts of terrorism, riots, epidemics, pandemics, strikes, lockouts, and actions of public authorities which render the performance of obligations impossible.
  2. Notification: The party affected by a Force Majeure event shall notify the other party within 3 working days, providing details of the event, its expected duration, and the impact on performance.
  3. Obligations During Force Majeure: Both parties shall make every reasonable effort to mitigate the effects of the Force Majeure event and resume performance as soon as reasonably possible.
  4. Termination Right: If a Force Majeure event continues for a period exceeding 7 days, either party may terminate these Terms with immediate effect by providing written notice to the other party.

Compliance Disclaimer

CogniVis does not provide legal, financial, or professional advice. The Platform is offered solely as a tool and is not a substitute for professional judgment. Users are solely responsible for ensuring that their use of the Platform complies with all applicable laws and regulations.

  1. No Professional Advice: CogniVis does not provide legal, financial, or professional advice. The Platform is designed only as a tool and does not replace professional judgment.
  2. User Responsibility: Users acknowledge that content generated by the Platform may require human review and verification, and that they are solely responsible for ensuring compliance with all applicable laws and regulations when using the Platform and its outputs.
  3. No Representations: CogniVis makes no representations or warranties regarding the legal or regulatory compliance of any output or results generated by the Platform.
  4. Usage Discretion: Users are solely responsible for determining whether and how to use any information, content, or materials obtained through the Platform in their business operations.
  5. Industry-Specific Compliance: CogniVis does not assume responsibility for ensuring compliance with industry-specific regulations, including but not limited to financial services, healthcare, or data protection laws, beyond its obligations as a data processor.

Processing of Personal Data

The Parties agree that the processing of personal data will be carried out in accordance with Regulation (EU) 2016/679 (GDPR). This processing is necessary to fulfill the obligations under these Terms of Service and includes personal data such as name, surname, email address, and telephone number.

  1. GDPR Compliance: All personal data will be processed in full compliance with the GDPR.
  2. Purpose of Data Processing: The processing is essential for fulfilling the obligations arising from these Terms of Service.
  3. Privacy Policy: Detailed rules for the processing of personal data are outlined in our Privacy Policy.

Final Provisions

These Final Provisions set forth the overarching terms governing the entirety of these Terms of Service.

  1. Notifications: All notifications shall be delivered in writing to the addresses indicated by the parties or to any updated addresses provided during the term of these Terms.
  2. Use of Client’s Name and Logo: CogniVis reserves the right to display the Client’s name and logo on its website and in promotional materials only after obtaining prior written consent from the Client, and such publication must adhere to the Client’s trademark guidelines.
  3. Governing Law and Dispute Resolution: These Terms are governed by Polish law. Any disputes arising from these Terms shall be resolved by the Arbitration Court at the National Chamber of Commerce in Warsaw, in accordance with the Court’s regulations in effect at the time of initiation, with arbitration proceedings conducted in Polish.
  4. Entire Agreement: These Terms constitute the entire agreement between the parties and replace all prior arrangements, understandings, or agreements, whether written or oral.
  5. Changes to the Agreement: Any modifications to these Terms must be made in writing and shall be effective only if executed in the prescribed written form.
  6. Transfer of Rights and Obligations: Neither party may transfer its rights or obligations under these Terms without the prior written consent of the other party. Notwithstanding the foregoing, the Client may transfer these Terms to a related entity within the same capital group, provided that:
    1. The transfer does not release the original Client from its financial obligations under these Terms;
    2. The new entity satisfies the conditions specified herein, including the ability to pay subscription fees;
    3. The Client notifies CogniVis in writing of the intended transfer at least 7 days prior to its execution.
  7. Severability: If any provision of these Terms is found to be invalid, ineffective, or unenforceable, such invalidity shall not affect the remaining provisions, which will continue in full force and effect. The parties agree to replace any invalid provision with one that closely reflects the original intent.