Effective Date: Friday July 2, 2024 These Terms of Use ("Agreement") are a legal agreement between you ("User" or "you") and Cogend, Inc. ("Cogend", "Company," "we," "our," or "us"). This Agreement governs your use of the services provided by Cogend, Inc. ("Services"). By accessing or using the Services, you agree to comply with this Agreement and any policies referenced herein. If you do not agree to these terms, you must not use the Services.
1.1 General Requirements. You must be at least 18 years old to use the Services. If you are under 18 but at least 13 years old, you must have your parent or legal guardian's consent to use the Services. Users under 13 years old are not permitted to use the Services.
1.2 Business Representative. If you are using the Services on behalf of a business, you affirm that the individual creating an account is authorized to provide user information and bind the business to this Agreement. If you are a sole proprietor, you affirm that you are personally responsible and liable for your use of the Services.
2.1 Personal and Business Use. The Services are provided for both personal and business purposes.
2.2 Prohibited Activities. You must not, and must not enable or allow any third party to:
Use the Services for any illegal, fraudulent, deceptive, or harmful activities.
Act as a service bureau or pass-through agent with no added value to your customers.
Work around any technical limitations of the Services or access non-public systems.
Reverse engineer the Services or any associated technology.
Interfere with the normal operation of the Services or affect other users' use of the Services.
Exceed any usage limitations stated in the documentation.
Copy, reproduce, republish, upload, post, transmit, resell, or distribute any part of the Services, except as permitted by law.
2.3 Compliance with Stripe's Terms. Your use of the Services must comply with Stripe's Services Agreement, including but not limited to the terms governing eligibility, business representatives, prohibited activities, and any other applicable policies. Failure to comply with Stripe's terms may result in termination of your account and access to the Services.
3.1 Accurate Information. You agree to provide accurate and complete information when creating an account and using the Services. You must promptly update your account information if there are any changes.
3.2 Security. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify Cogend of any unauthorized use of your account or any other security breach.
3.3 Taxes. You are responsible for determining and complying with any tax obligations related to your use of the Services, including collecting, reporting, and remitting taxes.
4.1 Subscription and Action Balances.
Our Services operate on a prepaid action balance system:
4.2 Automatic Debiting.
By using our Services, you acknowledge and agree that:
4.3 Payment Processing.
Payments are processed through Stripe. By subscribing to our Services, you:
4.4 No Refunds Policy.
All payments and purchased actions are final and non-refundable. This includes:
4.5 Action Balance Monitoring.
We will provide tools to monitor your action balance, but you are responsible for:
4.6 Price Changes. We reserve the right to change our prices and action quantities at any time. Any changes will take effect at the start of your next billing period.
5.1 Modifications. Cogend may modify the Services and associated technology at any time, including adding or removing functionality or imposing conditions on use. We will notify you of material changes that may adversely affect your use of the Services.
5.2 Updates. Cogend is not obligated to provide any updates. However, if updates are provided, you must fully install them by the date specified in the notice or within 30 days if no date is specified.
6.1 Termination by You. You may terminate this Agreement at any time by closing your account and ceasing to use the Services.
6.2 Termination by Cogend.
Cogend reserves the absolute right to:
6.3 No Refunds.
If Cogend terminates or suspends your account or cancels your subscription:
6.4 Effect of Termination. Upon termination:
7.1 Disclaimer. The Services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind. Cogend disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
7.2 Limitation of Liability. To the maximum extent permitted by law, Cogend will not be liable for any indirect, incidental, consequential, special, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from your use of the Services.
8.1 Governing Law. This Agreement is governed by the laws of the state of California, without regard to its conflict of law principles.
8.2 Binding Arbitration. Any dispute arising out of or relating to this Agreement will be resolved by binding arbitration in San Francisco, California, before a single arbitrator. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules.
8.3 Class Action Waiver. Any disputes will be conducted only on an individual basis and not in a class, consolidated, or representative action.
Please review our Privacy Policy to understand how we collect, use, and protect your personal information.
10.1 Cogend’s Intellectual Property. All rights, titles, and interests in and to the Services, including but not limited to the technology, software, trademarks, trade secrets, and any associated content, are and will remain the exclusive property of Cogend or its licensors. This includes any modifications, updates, or enhancements to the Services. Users are granted a limited, non-exclusive, non-transferable license to access and use the Services strictly as permitted under this Agreement.
10.2 User-Generated Intellectual Property. You retain all rights to any intellectual property or creations you generate through your use of the Services, including but not limited to content, designs, code, and other work products. Cogend does not claim ownership of any user-generated content or intellectual property.
10.3 No Transfer of Ownership. Nothing in this Agreement transfers ownership of any intellectual property from Cogend to the user or from the user to Cogend. The respective parties will retain ownership of their intellectual property created independently or as a result of their usage of the Services.
10.4 Protection of Cogend’s IP. You agree not to copy, modify, reverse engineer, or create derivative works based on Cogend’s intellectual property. Any unauthorized use of Cogend's IP or technology is prohibited and may result in legal action.
11.1 Ownership of User-Generated Content. You retain ownership of any content you submit or post through the Services. By submitting content, you grant Cogend a worldwide, non-exclusive, royalty-free license to use, modify, and distribute your content for the purpose of operating the Services.
11.2 Ownership of Creations. Any content, products, or creations developed by you using the Services are owned by you. You are responsible for ensuring that your creations comply with all applicable laws and regulations and do not infringe on the rights of any third party.
You agree to indemnify and hold Cogend harmless from any claims, losses, liabilities, damages, costs, and expenses, including attorney's fees, arising out of your use of the Services, violation of this Agreement, or violation of any rights of another.
The Services may contain links to third-party websites or services. Cogend does not endorse or assume responsibility for any third-party services. Your use of third-party services is at your own risk.
14.1 AI Integration. The Services include AI-powered features for code generation and other programming assistance. While we strive to provide reliable and accurate AI services, you acknowledge and agree that:
14.2 User Responsibility. You assume full responsibility for:
14.3 No Warranty for AI Outputs. AI-generated content and code are provided "AS IS" without any warranties. We expressly disclaim all warranties related to AI outputs, including accuracy, completeness, non-infringement, or fitness for any particular purpose.
14.4 Production Use. If you choose to use AI-generated code in production environments:
15.1 AI-Generated Code. You own any unique code generated through your use of our AI Services, subject to:
15.2 Pre-existing Code. Our AI may reference or adapt pre-existing code. You are responsible for complying with any applicable licenses or restrictions for such code.
16.1 Security Measures. You agree to:
16.2 Best Practices. We recommend:
Cogend may modify this Agreement at any time by posting a revised version on our website or by notifying you. The modified Agreement is effective upon posting or as stated in the notice. By continuing to use the Services after the effective date, you agree to be bound by the modified Agreement.
For customer support, please contact us at info@cogend.com.
19.1 Waiver. To be effective, a waiver must be in writing and signed by the waiving party. The failure to enforce any provision of this Agreement does not constitute a waiver of that provision.
19.2 Entire Agreement. This Agreement constitutes the entire agreement between you and Cogend regarding the use of the Services and supersedes all prior agreements and understandings.
19.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable.
19.4 Assignment. You may not assign this Agreement without Cogend's prior written consent. Cogend may assign this Agreement at any time without notice.
19.5 Force Majeure. Cogend will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
19.6 Contact Information. If you have any questions about this Agreement, please contact us at info@cogend.com.