Terms of Service

Last updated: July 29, 2025

These Terms of Service ("Terms") govern your access to and use of the website located at https://www.cogniquest.ai and the intelligent document processing, text analytics, and related AI-powered services (collectively, the "Services") provided by Cogniquest Technologies Private Limited, a company incorporated under the laws of India ("Cogniquest", "We", "Us", or "Our").

By accessing or using the Services, you ("Customer", "You", or "Your") agree to be bound by these Terms and Our Privacy Policy. If You do not agree to these Terms, You must not access or use the Services.

If You are entering into these Terms on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to these Terms, in which case the terms "Customer", "You", or "Your" shall refer to such entity.

1. Definitions

In these Terms, the following words shall have the meanings set out below:

1. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
2. "Authorised Users" means the employees, agents, or contractors of the Customer who are permitted by the Customer to access and use the Services on the Customer's behalf.
3. "Confidential Information" means any non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
4. "Customer Data" means all data, documents, files, content, and information submitted, uploaded, or otherwise made available by You or Your Authorised Users to the Services.
5. "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, and any other intellectual property rights recognised in any jurisdiction.
6. "Order Form" means a written or electronic ordering document, statement of work, or subscription agreement entered into between Cogniquest and the Customer that incorporates these Terms by reference.
7. "Platform" means Cogniquest's proprietary AI-powered document intelligence platform, including all software, APIs, algorithms, and models used to deliver the Services.
8. "Subscription" means the Customer's right to access and use the Services during the term specified in an applicable Order Form.

2. Access to the Services

2.1 Grant of Access

Subject to these Terms and timely payment of applicable fees, Cogniquest grants You a limited, non-exclusive, non-transferable, revocable right to access and use the Services solely for Your internal business purposes during the Subscription term.

2.2 Authorised Users

You are responsible for ensuring that only Authorised Users access the Services. You must ensure that each Authorised User complies with these Terms. You are liable for any breach of these Terms by Your Authorised Users.

2.3 Account Registration

To access certain features of the Services, You may be required to register for an account. You agree to provide accurate, current, and complete information during registration and to keep Your account credentials confidential. You must notify Us immediately of any unauthorised use of Your account.

2.4 Restrictions

You must not, and must not allow any third party to:

1. sublicense, resell, rent, lease, transfer, or otherwise make the Services available to third parties except as expressly permitted herein;
2. reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying algorithms of the Platform;
3. modify, copy, adapt, or create derivative works of the Services or any part thereof;
4. use the Services to build a competing product or service;
5. access the Services to benchmark or evaluate it for the purpose of publishing results without Our prior written consent;
6. use the Services in any way that violates applicable law or infringes any third-party rights;
7. introduce or upload any malicious code, viruses, or harmful data into the Platform; or
8. circumvent or attempt to circumvent any security or access control mechanisms of the Services.

3. Customer Data

3.1 Ownership

As between the Parties, You retain all right, title, and interest in and to Your Customer Data. Cogniquest acquires no ownership rights in Customer Data.

3.2 Licence to Customer Data

You grant Cogniquest a limited, non-exclusive, royalty-free licence to process Customer Data solely to provide, maintain, and improve the Services in accordance with these Terms and any applicable Data Processing Agreement.

3.3 Your Responsibilities

You are solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Data. You represent and warrant that You have all rights, consents, and permissions necessary to submit Customer Data to the Services and to grant Cogniquest the licence described above.

3.4 Data Processing

Where the Services involve the processing of personal data, such processing shall be governed by Cogniquest's Data Processing Agreement, which is incorporated into these Terms by reference.

4. Intellectual Property Rights

4.1 Cogniquest's IP

Cogniquest and its licensors own all right, title, and interest in and to the Platform, the Services, and any related software, models, algorithms, documentation, and materials, including all Intellectual Property Rights therein. Nothing in these Terms transfers any such rights to You.

4.2 Feedback

If You provide any suggestions, ideas, enhancement requests, or other feedback relating to the Services ("Feedback"), You hereby grant Cogniquest a perpetual, irrevocable, royalty-free, worldwide licence to use, incorporate, and exploit such Feedback in any manner and for any purpose without restriction or compensation to You.

4.3 Aggregated and Anonymised Data

Cogniquest may generate and use aggregated, de-identified, and anonymised data derived from the use of the Services ("Usage Data") for purposes including product development, research, and analytics, provided that such Usage Data does not identify You or any individual. Cogniquest owns all right, title, and interest in and to such Usage Data.

5. Fees and Payment

5.1 Fees

The fees for the Services are set out in the applicable Order Form. All fees are stated in the currency specified in the Order Form and are exclusive of applicable taxes unless otherwise stated.

5.2 Payment Terms

Unless otherwise specified in the Order Form, invoices are due and payable within thirty (30) days of the invoice date. Late payments may accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

5.3 Taxes

You are responsible for all taxes, duties, and levies imposed by any taxing authority arising from Your use of the Services, excluding taxes on Cogniquest's net income. If Cogniquest is required to collect taxes, they will be added to Your invoice.

5.4 Suspension for Non-Payment

Cogniquest reserves the right to suspend access to the Services if any payment is overdue by more than thirty (30) days, following written notice of at least seven (7) days to the Customer.

6. Confidentiality

6.1 Obligations

Each Party agrees to hold the other Party's Confidential Information in strict confidence and not to disclose it to any third party or use it for any purpose other than performing obligations or exercising rights under these Terms, without the disclosing Party's prior written consent.

6.2 Exclusions

The confidentiality obligations under Section 6.1 do not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party without use of the Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided the receiving Party gives prompt prior written notice to the disclosing Party where legally permissible.

6.3 Survival

The confidentiality obligations in this Section 6 shall survive termination or expiry of these Terms for a period of five (5) years.

7. Warranties and Disclaimers

7.1 Cogniquest's Warranties

Cogniquest warrants that:

1. it has the right to provide the Services as described herein;
2. the Services will perform materially in accordance with the applicable documentation during the Subscription term; and
3. it will use commercially reasonable measures to maintain the security of Customer Data.

7.2 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN SECTION 7.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COGNIQUEST DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COGNIQUEST DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY OUTPUT GENERATED BY THE SERVICES WILL BE ACCURATE OR COMPLETE.

7.3 AI Output Disclaimer

The Services employ artificial intelligence and machine learning technologies. AI-generated outputs, extractions, classifications, and analytics are probabilistic in nature. You acknowledge that such outputs may contain inaccuracies and agree that it is Your responsibility to verify material outputs before relying on them for business decisions.

8. Limitation of Liability

8.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability

EXCEPT FOR (A) YOUR PAYMENT OBLIGATIONS, (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, AND (C) EITHER PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR WILFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO COGNIQUEST IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Indemnification

9.1 By Customer

You shall indemnify, defend, and hold harmless Cogniquest and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Your or Your Authorised Users' use of the Services in violation of these Terms; (b) Customer Data, including any claim that Customer Data infringes any third-party rights; or (c) Your breach of any representation, warranty, or obligation under these Terms.

9.2 By Cogniquest

Cogniquest shall indemnify, defend, and hold harmless You from and against any third-party claims alleging that the Platform, as provided by Cogniquest and used in accordance with these Terms, infringes such third party's Intellectual Property Rights, provided that You: (a) promptly notify Cogniquest in writing of the claim; (b) give Cogniquest sole control of the defence and settlement; and (c) provide reasonable cooperation to Cogniquest at Cogniquest's expense. Cogniquest shall have no indemnification obligation for claims arising from modifications to the Platform not made by Cogniquest, or combination of the Platform with third-party products or services.

10. Term and Termination

10.1 Term

These Terms commence on the date You first access the Services or sign an Order Form and continue until the end of the applicable Subscription term, unless earlier terminated in accordance with this Section 10.

10.2 Termination for Cause

Either Party may terminate these Terms (including all Order Forms) immediately upon written notice if: (a) the other Party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice specifying the breach; or (b) the other Party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy, liquidation, or similar proceedings.

10.3 Termination for Convenience

Either Party may terminate these Terms for any reason upon thirty (30) days' prior written notice to the other Party, unless a different notice period is specified in the applicable Order Form. No refunds shall be due for fees paid for the unexpired portion of a Subscription term unless otherwise stated in the Order Form.

10.4 Effect of Termination

Upon termination or expiry of these Terms: (a) all rights and licences granted to You under these Terms shall immediately cease; (b) You must cease all use of the Services; and (c) each Party shall, upon written request, promptly return or destroy the other Party's Confidential Information. Cogniquest will make Customer Data available for export for a period of thirty (30) days following termination, after which it may be deleted.

10.5 Survival

Sections 1, 3.1, 4, 6, 7.2, 7.3, 8, 9, 10.4, 10.5, 11, and 12 shall survive termination or expiry of these Terms.

11. General Provisions

11.1 Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions. The Parties submit to the exclusive jurisdiction of the courts located in Bengaluru, Karnataka, India for the resolution of any disputes arising out of or in connection with these Terms.

11.2 Dispute Resolution

Before initiating any formal legal proceedings, the Parties shall attempt to resolve any dispute amicably through good-faith negotiations for a period of thirty (30) days from the date on which one Party notifies the other of the dispute in writing.

11.3 Modifications to the Terms

Cogniquest reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on Our website with a revised "Last updated" date and, where appropriate, by notifying You via email. Your continued use of the Services after the effective date of any modification constitutes Your acceptance of the revised Terms.

11.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without Cogniquest's prior written consent. Cogniquest may assign these Terms or any of its rights or obligations, in whole or in part, without Your consent in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be void.

11.5 Force Majeure

Neither Party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, acts of government, war, terrorism, civil unrest, internet or telecommunications failures, or power outages ("Force Majeure Events"). The affected Party shall notify the other Party promptly and resume performance as soon as reasonably practicable.

11.6 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

11.7 Waiver

No failure or delay by either Party in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any breach shall not constitute a waiver of any subsequent breach.

11.8 Entire Agreement

These Terms, together with any applicable Order Form and any documents incorporated by reference (including the Privacy Policy and Data Processing Agreement), constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, negotiations, and understandings, whether written or oral.

11.9 No Third-Party Beneficiaries

These Terms are for the sole benefit of the Parties and their respective permitted successors and assigns. Nothing herein shall create or be deemed to create any rights in any third party.

12. Contact Us

If You have any questions about these Terms, please contact Us at: