Terms of Service

1. These terms

These Terms of Service (the "Terms") are a binding agreement between you and Digital Brainwave Ltd, the company that operates Cognera ("Cognera", "we", "us") governing your access to and use of the Cognera platform, websites, applications, APIs and related services (the "Service"). By creating an account, accessing the Service or clicking to accept, you agree to these Terms. If you use the Service on behalf of a company, you confirm you have authority to bind that company, and "you" means that company.

2. Business use only

The Service is offered and sold to businesses only. By registering you confirm that you are acting wholly or mainly in the course of a trade, business, craft or profession and not as a consumer, and that consumer-protection rights (including statutory cancellation and refund rights that apply to consumers) do not apply to your use of the Service.

3. The Service changes, including the AI

Cognera is an evolving, AI-powered platform. You acknowledge and agree that we may, at any time and without liability to you:

• add, change, degrade, suspend or remove any feature, module, integration or capability;
• change, substitute or remove the AI models, providers, prompts and pipelines that power the Service;
• change the credit cost of any AI action, usage limits, fair-use thresholds, quotas and rate limits;
• change how outputs are generated, formatted or delivered.

Where a change materially reduces the core Service you pay for, our sole obligation is to use reasonable efforts to notify you (for example by email or in-product notice). Your sole remedy if you object to any change is to stop using the Service and cancel before your next renewal.

4. Accounts

You must provide accurate information, keep credentials confidential and are responsible for all activity under your account. Accounts may be subject to approval before activation, and we may refuse, limit or revoke access at our discretion.

5. Free tier

The free tier (currently a one-time allocation of usage credits with full access) is provided as-is, may be modified, reduced or withdrawn at any time, and carries no entitlement to any particular feature, output volume or result. One free tier allocation per business; we may withhold it to prevent abuse.

6. Fees, subscriptions and credits

• Subscriptions renew automatically each billing period until cancelled. Cancellation takes effect at the end of the current period; you remain liable for the full period already started.
• We may change prices, plan composition and what is included in any plan. Changes apply from your next renewal; continued use after renewal is acceptance of the new pricing.
• AI usage is metered in credits. Credit allowances, top-ups and the credit cost of individual actions may change at any time. Credits have no cash value and are non-transferable. Unused monthly plan credits do not roll over and are replaced by your new allowance at each renewal; purchased top-up credits and the one-time free tier allocation do not expire while your account is open.
• All fees are exclusive of VAT and other taxes, which you are responsible for. Payment processing is handled by Stripe; you authorise recurring charges to your payment method.
• If a payment fails or is charged back, we may immediately suspend or terminate access without notice and you remain liable for unpaid amounts and our reasonable recovery costs.

7. No refunds

To the fullest extent permitted by law, all payments are final and non-refundable. No refunds or credits are given for partial billing periods, unused subscription time, unused or expired credits, downgrades, dissatisfaction with AI outputs or Service changes, downtime, or termination of your account for breach of these Terms. Any refund we choose to make in a specific case is a one-off gesture of goodwill and creates no obligation or precedent.

8. Availability and fair use

We aim for high availability but the Service is provided without any uptime commitment or service-level agreement. We may throttle, queue or limit usage that we consider excessive, abusive or harmful to the Service or other customers.

9. Your content and our licence to it

You retain ownership of content, data and materials you submit to the Service ("Customer Content"). You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, process, adapt, analyse and display Customer Content: (a) to provide, secure and support the Service, including sending it to the third-party AI providers and platforms we use; (b) to develop and improve the Service, including in aggregated or de-identified form that does not identify you; and (c) as required by law. You warrant that you have all rights needed to grant this licence and that Customer Content does not infringe any third party's rights.

10. AI outputs: your responsibility

Content generated by the Service ("Outputs") is produced by machine-learning systems and may be inaccurate, incomplete, out of date, or similar to outputs generated for others. As between you and us, you own the Outputs you generate, and you are solely responsible for reviewing, editing and approving them before use, and for ensuring your use of Outputs complies with all laws, advertising standards and the rules of any platform you publish to. We make no promise that Outputs will be accurate, original, lawful in your context, or achieve any level of performance, engagement or business result.

11. Connected platforms

The Service can connect to and publish to third-party platforms (for example X). Your use of those platforms is governed by their terms, and you are responsible for maintaining valid connections and complying with their rules. We are not responsible for the acts, omissions, outages, API changes or account decisions of any third-party platform, and loss of a third-party integration is not grounds for any refund.

12. Acceptable use

You must not: use the Service unlawfully or to generate unlawful, deceptive or infringing content; attempt to probe, disrupt or reverse-engineer the Service; resell or provide the Service to third parties except as intended; misuse trials or credits; scrape the Service; or use the Service to build a competing product. We may investigate and act on suspected violations, including removing content and suspending accounts.

13. Our intellectual property

We and our licensors own the Service, including all software, models, prompts, designs, branding and know-how. No rights are granted to you except the limited right to use the Service in accordance with these Terms. Feedback you give us may be used freely without obligation.

14. Suspension and termination

We may suspend or terminate your access immediately and without notice if we reasonably believe you have breached these Terms, created risk or possible legal exposure for us, or if we discontinue the Service. On termination your right to use the Service ends and we may delete Customer Content after a reasonable period. Termination for your breach does not entitle you to any refund. You may terminate at any time by cancelling your subscription.

15. Disclaimers

The Service and all Outputs are provided "as is" and "as available". To the fullest extent permitted by law we exclude all warranties, conditions and other terms implied by statute or common law, including satisfactory quality, fitness for a particular purpose, accuracy and non-infringement.

16. Limitation of liability

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded. Subject to that: (a) we will not be liable for any indirect or consequential loss, loss of profits, revenue, business, goodwill, anticipated savings, or loss or corruption of data; and (b) our total aggregate liability arising out of or in connection with the Service in any circumstances is limited to the fees you actually paid to us for the Service in the one (1) month immediately preceding the event giving rise to the claim.

17. Indemnity

You will indemnify and hold us harmless from all claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising from Customer Content, your use of Outputs, your breach of these Terms, or your violation of any law or third-party right (including the rules of connected platforms).

18. Changes to these Terms

We may update these Terms at any time by posting the revised version on this page and updating the effective date. Changes take effect on posting (or a later stated date). Your continued use of the Service after changes take effect is acceptance of the revised Terms. It is your responsibility to review this page.

19. General

We may assign or transfer these Terms; you may not without our written consent. These Terms (with our Privacy Policy) are the entire agreement between us regarding the Service. If any provision is found unenforceable, the remainder stays in effect. Our failure to enforce a provision is not a waiver. We are not liable for delay or failure caused by events beyond our reasonable control, including third-party AI provider or platform outages.

20. Governing law

These Terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with them.

Contact

Questions about these Terms: [email protected]