# TERMS OF USE
## COGNATIC LABS, INC.

**Effective Date:** June 2, 2025
**Last Updated:** June 2, 2025

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## 1. ACCEPTANCE AND SCOPE

### 1.1 Agreement to Terms
These Terms of Use (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Cognatic Labs, Inc., a Delaware corporation (“Company,” “we,” “us,” or “our”) governing your access to and use of our artificial intelligence services, software, applications, and websites (collectively, the “Services”).

**BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND ALL APPLICABLE LAWS AND REGULATIONS.**

### 1.2 Corporate Information
**Corporate Name:** Cognatic Labs, Inc.
**State of Incorporation:** Delaware
**Delaware File Number:** 7842156
**Federal EIN:** 88-1234567
**Principal Place of Business:** Bayside Technology Center, 46527-46669 Fremont Blvd, Suite 240, Fremont, CA 94538
**Registered Agent:** Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808

### 1.3 Modifications
We reserve the right to modify these Terms at any time. Material changes will be posted on our website with thirty (30) days advance notice. Continued use of our Services after such modifications constitutes acceptance of the updated Terms.

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## 2. DEFINITIONS

For purposes of these Terms, the following definitions apply:

**”AI Services”** means our artificial intelligence-enabled features, including but not limited to machine learning algorithms, natural language processing, computer vision, predictive analytics, and automated decision-making systems.

**”Content”** means any text, images, audio, video, code, data, or other materials.

**”User Content”** means any Content you submit, upload, or provide to our Services.

**”AI-Generated Content”** means Content created, modified, or enhanced by our AI Services.

**”Intellectual Property”** means patents, copyrights, trademarks, trade secrets, and other proprietary rights.

**”Personal Data”** has the meaning set forth in our Privacy Policy.

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## 3. USER ELIGIBILITY AND ACCOUNT CREATION

### 3.1 Age Requirements
You must be at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is higher, to use our Services.

### 3.2 Account Registration
To access certain Services, you must create an account by providing accurate, current, and complete information. You are responsible for:
– Maintaining the confidentiality of your account credentials
– All activities that occur under your account
– Immediately notifying us of any unauthorized use

### 3.3 Corporate and Entity Users
If you are using our Services on behalf of an organization, you represent that you have the authority to bind such organization to these Terms.

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## 4. AI SERVICES AND LIMITATIONS

### 4.1 Nature of AI Technology
**IMPORTANT DISCLAIMER:** Our AI Services utilize generative artificial intelligence, which is developing technology that may produce unexpected, inaccurate, or biased outputs. AI-generated content may:
– Contain factual errors or hallucinations
– Reflect biases present in training data
– Produce outputs that require human verification
– Generate content similar to existing copyrighted works

### 4.2 AI Output Limitations
You acknowledge and agree that:
– AI Services are not error-free and outputs require human review
– We make no representations regarding accuracy, completeness, or fitness for any particular purpose
– AI outputs should not be relied upon for critical decisions without independent verification
– Our AI may be unable to process certain inputs or may generate inappropriate outputs

### 4.3 Automated Decision-Making
Where our Services involve automated decision-making that significantly affects you, you have the right to:
– Request human review of the decision
– Receive an explanation of the automated decision-making process
– Challenge or correct any inaccurate data used in the process

### 4.4 Model Training and Improvement
We may use your interactions with AI Services to improve our algorithms, subject to our Privacy Policy and applicable data protection laws.

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## 5. INTELLECTUAL PROPERTY RIGHTS

### 5.1 Company Intellectual Property
All rights, title, and interest in and to the Services, including all Intellectual Property rights therein, are and will remain our exclusive property. These Terms do not grant you any rights to our trademarks, service marks, or logos.

### 5.2 User Content License
By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, and display such Content in connection with providing and improving our Services.

### 5.3 AI-Generated Content Ownership

**Option A: Company Ownership Model**
– We retain all rights to AI-Generated Content not incorporating your User Content
– You receive a non-exclusive license to use AI-Generated Content for your business purposes
– Rights to AI-Generated Content incorporating your User Content are shared based on respective contributions

**Option B: User Assignment Model**
– Rights to AI-Generated Content are assigned to you, excluding our underlying technology
– You grant us a license to use such Content for service improvement and research purposes

### 5.4 Copyright Infringement Claims
We respect Intellectual Property rights and comply with the Digital Millennium Copyright Act (DMCA). See Section 12 for our DMCA policy.

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## 6. USER CONDUCT AND ACCEPTABLE USE POLICY

### 6.1 Prohibited Uses
You agree not to use our Services to:

**Illegal Activities:**
– Violate any applicable laws, regulations, or third-party rights
– Engage in fraud, money laundering, or other criminal activities
– Generate content that facilitates illegal activities

**Harmful Content:**
– Create content that is defamatory, harassment, or promotes violence
– Generate content involving minors in inappropriate contexts
– Produce content that promotes discrimination based on protected characteristics

**Misuse of AI Services:**
– Attempt to reverse engineer, decompile, or extract our AI models
– Use our Services to develop competing AI systems
– Generate content to deceive others about its artificial origin when disclosure is required
– Submit content designed to exploit vulnerabilities or generate harmful outputs

**Security Violations:**
– Attempt to gain unauthorized access to our systems
– Interfere with or disrupt our Services
– Introduce malware, viruses, or other harmful code

### 6.2 Content Monitoring
We reserve the right, but have no obligation, to monitor User Content and AI outputs. We may remove content that violates these Terms or applicable law.

### 6.3 Reporting Violations
Users may report violations of these Terms by contacting: abuse@cognaticlabs.com

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## 7. LIABILITY LIMITATIONS AND DISCLAIMERS

### 7.1 Delaware Law Disclaimer
TO THE MAXIMUM EXTENT PERMITTED BY DELAWARE LAW AND APPLICABLE FEDERAL LAW:

**DISCLAIMER OF WARRANTIES:**
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

### 7.2 Limitation of Liability
IN NO EVENT SHALL COGNATIC LABS, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR:

**Excluded Damages:**
– INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
– LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES
– DAMAGES RESULTING FROM AI-GENERATED CONTENT INACCURACIES OR BIASES
– BUSINESS INTERRUPTION OR SYSTEM FAILURES

**Damages Cap:**
OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF OUR SERVICES SHALL NOT EXCEED THE GREATER OF:
1. ONE HUNDRED DOLLARS ($100), OR
2. THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM

### 7.3 Exceptions to Limitation
The above limitations do not apply to:
– Death or personal injury caused by our gross negligence
– Fraud or willful misconduct
– Violations of Intellectual Property rights
– Other claims that cannot be limited under applicable law

### 7.4 AI-Specific Disclaimers
WE SPECIFICALLY DISCLAIM ANY LIABILITY FOR:
– AI outputs that may infringe third-party Intellectual Property
– Decisions made in reliance on AI-generated content
– Biases, inaccuracies, or ethical concerns in AI outputs
– Consequences of automated decision-making systems

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## 8. INDEMNIFICATION

### 8.1 User Indemnification
You agree to indemnify, defend, and hold harmless Cognatic Labs, Inc., and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising from or relating to:

– Your use of our Services
– Your User Content or any Content you submit
– Your violation of these Terms or applicable law
– Your infringement of any third-party rights
– Any use of AI-Generated Content in violation of these Terms

### 8.2 Company Indemnification
Subject to your compliance with these Terms, we will indemnify you against third-party claims that our Services directly infringe a valid U.S. patent, copyright, or trademark, provided that you:

– Promptly notify us in writing of the claim
– Grant us sole control of the defense and settlement
– Provide reasonable cooperation in the defense

**Our Remedies:** If our Services are found to infringe, we may, at our option:
– Procure the right for you to continue using the Services
– Modify the Services to be non-infringing
– Replace the Services with non-infringing alternatives
– Terminate the Services and refund prepaid fees

### 8.3 Indemnification Procedure
The indemnifying party must provide prompt written notice of any claim and shall have the right to control the defense and settlement, subject to the indemnified party’s right to participate with counsel of its choice at its own expense.

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## 9. PRIVACY AND DATA PROTECTION

### 9.1 Privacy Policy
Our collection, use, and protection of your Personal Data is governed by our Privacy Policy, which is incorporated by reference into these Terms.

### 9.2 Data Security
We implement appropriate technical and organizational measures to protect your data, but cannot guarantee absolute security.

### 9.3 AI Training Data
We may use anonymized and aggregated data to improve our AI models, as detailed in our Privacy Policy.

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## 10. TERMINATION

### 10.1 Termination by User
You may terminate your account at any time by following the instructions in your account settings or contacting us at support@cognaticlabs.com.

### 10.2 Termination by Company
We may suspend or terminate your access to our Services immediately, without prior notice, if you:
– Violate these Terms
– Engage in conduct that we reasonably believe is harmful to other users or our business
– Fail to pay applicable fees
– Violate applicable law

### 10.3 Effect of Termination
Upon termination:
– Your right to access and use our Services will cease immediately
– We may delete your account and User Content
– Provisions regarding Intellectual Property, disclaimers, limitations of liability, and indemnification will survive

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## 11. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA)

### 11.1 DMCA Safe Harbor Compliance
We comply with the DMCA and maintain safe harbor protections for hosting user-generated content.

### 11.2 Copyright Infringement Claims
If you believe content on our Services infringes your copyright, please provide our DMCA Agent with:

– Physical or electronic signature of the copyright owner or authorized representative
– Identification of the copyrighted work claimed to be infringed
– Identification of the allegedly infringing material and its location
– Your contact information
– A statement of good faith belief that use is not authorized
– A statement of accuracy and authority to act on behalf of the copyright owner

**DMCA Agent:**
Legal Department
Cognatic Labs, Inc.
46527-46669 Fremont Blvd, Suite 240
Fremont, CA 94538
Email: dmca@cognaticlabs.com
Phone: (510) 555-0197

### 11.3 Counter-Notification
If you believe your content was wrongly removed, you may submit a counter-notification containing:
– Your physical or electronic signature
– Identification of the removed content and its former location
– A statement under penalty of perjury that removal was due to mistake or misidentification
– Your contact information and consent to federal court jurisdiction

### 11.4 Repeat Infringer Policy
We maintain a policy of terminating accounts of users who are repeat copyright infringers.

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## 12. GOVERNING LAW AND DISPUTE RESOLUTION

### 12.1 Governing Law
These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles.

### 12.2 Jurisdiction and Venue
Any legal action arising from these Terms must be brought exclusively in the state or federal courts located in Delaware. You consent to the personal jurisdiction of such courts.

### 12.3 Class Action Waiver
YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

### 12.4 Arbitration (Optional)
At our discretion, we may require binding arbitration for disputes under the rules of the American Arbitration Association, conducted in Delaware.

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## 13. GENERAL PROVISIONS

### 13.1 Entire Agreement
These Terms, together with our Privacy Policy and any additional terms for specific Services, constitute the entire agreement between you and us.

### 13.2 Severability
If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in full force and effect.

### 13.3 No Waiver
Our failure to enforce any provision does not constitute a waiver of our right to enforce it later.

### 13.4 Assignment
We may assign these Terms without notice. You may not assign your rights or obligations without our written consent.

### 13.5 Force Majeure
We are not liable for any failure to perform due to circumstances beyond our reasonable control.

### 13.6 Export Control
Our Services are subject to U.S. export control laws. You may not use our Services if you are in a country embargoed by the United States.

### 13.7 Government Users
If you are a U.S. government entity, our Services are “Commercial Computer Software” subject to standard commercial license terms.

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## 14. CONTACT INFORMATION

For questions about these Terms, please contact us:

**Cognatic Labs, Inc.**
Bayside Technology Center
46527-46669 Fremont Blvd, Suite 240
Fremont, CA 94538

**Email:** legal@cognaticlabs.com
**Phone:** (510) 555-0197
**Website:** www.cognaticlabs.com

**Registered Agent:**
Corporation Service Company
251 Little Falls Drive
Wilmington, DE 19808

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*This document was last updated on June 2, 2025. Please check our website regularly for the most current version.*

**END OF TERMS OF USE**