Last updated: January 2025
These Terms of Service ("Terms") govern your access to and use of Cogniphai's AI-powered pharmaceutical research platform and related services (collectively, the "Service"). Please read these Terms carefully before using our Service.
By accessing, using, or registering for the Service, you ("User", "you", or "your") agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" will refer to both you and that organization.
If you do not agree to these Terms, you may not access or use the Service. These Terms constitute a legally binding agreement between you and Cogniphai ("Cogniphai", "we", "us", or "our").
Cogniphai provides a cloud-based, AI-powered platform designed specifically for pharmaceutical research and development. Our Service includes:
Important Disclaimer: The Service is designed to assist pharmaceutical research teams and professionals. Our AI agents and analytical tools provide information and insights based on available data sources, but they do not replace professional judgment, medical expertise, or regulatory compliance requirements. You are solely responsible for:
To access and use the Service, you must:
You may not share your account credentials with any third party. You are responsible for maintaining the confidentiality of your password and for all activities that occur under your account. We reserve the right to suspend or terminate accounts that are inactive for extended periods or that we suspect are being used in violation of these Terms.
You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:
We reserve the right to investigate violations of these Terms and may involve law enforcement authorities in prosecuting users who violate applicable laws.
Our Intellectual Property: The Service, including all software, algorithms, AI models, designs, text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and other content, is the exclusive property of Cogniphai or its licensors and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.
Your Data: You retain all ownership rights in the data, information, and content that you upload, input, or provide to the Service ("Your Data"). By using the Service, you grant Cogniphai a worldwide, non-exclusive, royalty-free license to:
AI Model Training: You acknowledge that we may use Your Data (in aggregated and anonymized form) to train and improve our AI models. We will not use Your Data in a way that identifies you or your organization in our training datasets without your explicit consent.
Service Outputs: Subject to your ownership of Your Data, outputs generated by the Service ("Outputs") are provided to you under a limited, non-exclusive, non-transferable license to use such Outputs solely for your internal business purposes in connection with pharmaceutical research and development. You may not resell, redistribute, or use Outputs to create competing services.
Feedback: If you provide us with feedback, suggestions, or ideas about the Service, you grant us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use, reproduce, modify, distribute, and otherwise exploit such feedback without any obligation or compensation to you.
Privacy Policy: Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and protect your information. By using the Service, you consent to the collection and use of your information as described in our Privacy Policy.
Data Security: We implement industry-standard technical and organizational security measures designed to protect Your Data against unauthorized access, alteration, disclosure, or destruction. These measures include encryption in transit, access controls, and regular security assessments. However, no method of transmission over the Internet or electronic storage is 100% secure, and we cannot guarantee absolute security.
Your Responsibilities: You are solely responsible for:
HIPAA and Healthcare Data: If you are a Covered Entity or Business Associate under HIPAA and intend to use the Service with Protected Health Information (PHI), you must enter into a separate Business Associate Agreement (BAA) with Cogniphai. Contact us at legal@cogniphai.com to request a BAA. Without a signed BAA, you may not upload or process PHI through the Service.
Data Retention and Deletion: We will retain Your Data for as long as your account is active or as needed to provide the Service. Upon termination of your account, you may request deletion of Your Data, and we will delete it within 30 days, except where we are required to retain it by law or for legitimate business purposes. Some data may remain in backup systems for a limited period.
Data Processing Location: Your Data may be processed and stored in the United States or other countries where Cogniphai or its service providers maintain facilities. By using the Service, you consent to the transfer of Your Data to these locations.
Not a Medical Device or Drug: The Service is a research and analytical tool. It is not a medical device, drug, or diagnostic tool as defined by the FDA or other regulatory authorities. The Service is not intended for use in the diagnosis, treatment, cure, or prevention of any disease or medical condition.
Regulatory Compliance: You are solely responsible for ensuring that your use of the Service and any decisions made based on Service outputs comply with all applicable laws and regulations, including but not limited to:
No Regulatory Advice: Cogniphai does not provide regulatory, legal, or medical advice. Information and outputs provided by the Service are for research and informational purposes only and should not be construed as regulatory, legal, or medical advice. You should consult with qualified regulatory, legal, and medical professionals before making any decisions based on Service outputs.
Data Source Accuracy: While we strive to provide accurate and up-to-date information from our data sources (FDA databases, ClinicalTrials.gov, PubMed, etc.), we do not guarantee the accuracy, completeness, or timeliness of information from third-party data sources. You are responsible for verifying all information before relying on it.
AI Output Limitations: AI-generated outputs may contain errors, inaccuracies, or outdated information. AI models may produce outputs that appear plausible but are incorrect or incomplete. You must independently verify all AI-generated outputs before using them for any purpose.
Subscription Plans: We offer various subscription plans with different features, usage limits, and pricing. Your subscription plan determines your access to Service features, API rate limits, data storage capacity, and support levels. Current pricing and plan details are available on our website or through your account dashboard.
Billing: Subscription fees are billed in advance on a monthly or annual basis, depending on your selected plan. All fees are stated in U.S. dollars unless otherwise specified. You authorize us to charge your payment method for all fees associated with your subscription.
Payment Methods: We accept payment via credit card, debit card, or other payment methods we may make available. You must provide valid payment information and keep it updated. By providing payment information, you represent that you are authorized to use the payment method.
Refunds: All fees are non-refundable except as required by law or as expressly stated in your subscription agreement. If you cancel your subscription, you will continue to have access to the Service until the end of your current billing period.
Price Changes: We reserve the right to change our pricing at any time. For existing customers, we will provide at least 30 days' notice of any price increases. Price changes will take effect at the start of your next billing cycle after the notice period.
Overages: If you exceed the usage limits of your subscription plan, we may charge overage fees or suspend your access until you upgrade your plan. Overage fees will be billed separately and are due immediately.
Taxes: You are responsible for paying all taxes, duties, and government charges associated with your use of the Service, except for taxes based on our income.
Failed Payments: If payment fails, we may suspend or terminate your access to the Service. We are not responsible for any loss or damage resulting from suspension due to failed payment.
General Availability: We strive to maintain high availability of the Service but do not guarantee uninterrupted or error-free access. The Service may be unavailable due to scheduled maintenance, updates, technical issues, or circumstances beyond our control.
Scheduled Maintenance: We may perform scheduled maintenance that temporarily affects Service availability. We will provide reasonable advance notice of scheduled maintenance when possible.
Enterprise SLAs: Enterprise customers may have specific Service Level Agreement (SLA) guarantees regarding uptime, response times, and support response times as outlined in their separate service agreements. Standard subscription plans do not include SLA guarantees.
Third-Party Dependencies: The Service relies on third-party data sources (FDA databases, ClinicalTrials.gov, PubMed, etc.) and cloud infrastructure providers. We are not responsible for the availability, accuracy, or performance of third-party services.
Service Modifications: We reserve the right to modify, update, or discontinue any aspect of the Service at any time, with or without notice. We will use reasonable efforts to notify users of material changes.
API Access: Certain subscription plans include access to our RESTful API for programmatic access to Service features. API access is subject to rate limits, usage quotas, and other restrictions as specified in your subscription plan and our API documentation.
API Keys: You are responsible for maintaining the confidentiality of your API keys and for all activities that occur using your API keys. You must immediately notify us if you suspect unauthorized use of your API keys.
Rate Limits: API requests are subject to rate limits based on your subscription plan. Exceeding rate limits may result in throttling or temporary suspension of API access. We reserve the right to modify rate limits at any time.
API Modifications: We may modify, deprecate, or discontinue API endpoints with reasonable notice. We will use commercially reasonable efforts to maintain backward compatibility, but breaking changes may occur.
We may make certain features, functionalities, or services available to you on a beta, preview, or early access basis ("Beta Features"). Beta Features are provided "as is" and "as available" without warranties of any kind. Beta Features may be unstable, contain errors, or have limited functionality. We may discontinue Beta Features at any time without notice.
Your use of Beta Features is at your own risk. We encourage you to provide feedback on Beta Features, but we are under no obligation to incorporate such feedback or to continue offering Beta Features.
Support Levels: Support availability and response times vary by subscription plan. Standard plans include email support during business hours. Enterprise plans may include priority support, dedicated account management, and custom support arrangements as specified in your service agreement.
Professional Services: We may offer professional services such as implementation, training, custom development, or consulting ("Professional Services") under separate agreements. These Terms apply to Professional Services unless superseded by a separate agreement.
Support Scope: We provide support for the Service itself but are not responsible for providing support for third-party integrations, custom code, or modifications you make to the Service.
The Service may integrate with or provide access to third-party services, data sources, or applications. Your use of third-party services is subject to the terms and conditions of those third parties. We are not responsible for the availability, accuracy, or performance of third-party services.
You are responsible for ensuring that your use of third-party integrations complies with all applicable terms and conditions. We may discontinue or modify third-party integrations at any time without notice.
The Service may be subject to United States export control laws and regulations. You agree to comply with all applicable export control laws and regulations, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR).
You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to U.S. trade sanctions or embargoes, and that you are not on any U.S. government list of prohibited or restricted parties.
If you are located outside the United States, you are responsible for ensuring that your use of the Service complies with all applicable local laws and regulations.
You agree to indemnify, defend, and hold harmless Cogniphai, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to:
We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us in defending such claims.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COGNIPHAI, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:
THIS LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF COGNIPHAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In such jurisdictions, our liability is limited to the maximum extent permitted by law.
THE SERVICE IS 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 ACCURACY.
We do not warrant that:
You assume all risk for your use of the Service and any decisions or actions you take based on Service outputs. The Service is a tool to assist research and analysis but does not replace professional judgment, regulatory compliance, or medical expertise.
Termination by You: You may terminate your account at any time by contacting us or through your account settings. Termination will take effect at the end of your current billing period unless you request immediate termination.
Termination by Us: We may suspend or terminate your access to the Service immediately, without prior notice, if:
Effect of Termination: Upon termination:
Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.
Jurisdiction: Any legal action or proceeding arising out of or relating to these Terms or the Service shall be brought exclusively in the federal or state courts located in Dover, DE, and you consent to the personal jurisdiction of such courts.
Informal Resolution: Before filing a claim, you agree to contact us at legal@cogniphai.com to attempt to resolve the dispute informally. We will attempt to resolve disputes in good faith within 60 days.
Class Action Waiver: You agree that any disputes will be resolved on an individual basis and that you will not participate in or be represented in any class action or representative proceeding.
Entire Agreement: These Terms, together with our Privacy Policy and any separate service agreements, constitute the entire agreement between you and Cogniphai regarding the Service and supersede all prior agreements and understandings.
Modifications: We reserve the right to modify these Terms at any time. We will notify you of material changes by email or through the Service. Your continued use of the Service after such modifications constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Service.
Waiver: Our failure to enforce any provision of these Terms shall not constitute a waiver of such provision or any other provision.
Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
Assignment: You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.
Force Majeure: We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, or failures of third-party services.
Notices: Notices to you may be sent to the email address associated with your account. Notices to us should be sent to legal@cogniphai.com.
Relationship: These Terms do not create a partnership, joint venture, employment, or agency relationship between you and Cogniphai.
If you have questions about these Terms, please contact us at:
Cogniphai
Email: legal@cogniphai.com
Website: www.cogniphai.com
These Terms of Service were last updated on January 2025. We recommend reviewing these Terms periodically for any updates.