Terms and Conditions

Effective Date: 1st January 2025

Welcome to Cogni Smart Solutions Inc. (“Cogni,” “we,” “us,” or “our”)! These Terms and Conditions (“Terms”) govern your access to and use of Cogni’s services, website, and related technologies (collectively, the “Services”). By using our Services, you agree to these Terms, which are designed to protect both you and Cogni.

If you do not agree with these Terms, please refrain from using our Services.

1. General Terms

Acceptance of Terms

By accessing or using our Services, you confirm that:

  • You are at least 18 years old or have the legal authority to enter into binding agreements.
  • You have read, understood, and agreed to these Terms.
  • You will comply with all applicable laws and regulations while using our Services.

Modifications to Terms

Cogni reserves the right to modify or update these Terms at any time. Changes will become effective upon posting to our website. Continued use of our Services following any updates constitutes your acceptance of the revised Terms.

2. Use of Services

Permitted Use

You are granted a limited, non-exclusive, non-transferable license to access and use our Services for lawful purposes only.

Prohibited Use

You agree not to:
  • Use the Services for unlawful, harmful, or fraudulent purposes.
  • Use the voice AI tools to impersonate individuals or entities without authorization.
  • Transmit harmful code, such as viruses, spyware, or malware.
  • Use automated tools (e.g., robots, spiders, or scrapers) to overload or impair the platform’s functionality.
  • Engage in activities that interfere with the security or integrity of the platform or violate the rights of others.
  • Use the platform to generate or distribute harmful, misleading, or unlawful voice content.

Account Security

  • If you create an account with us, you are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account.
  • You agree to notify us immediately of any unauthorized access or security breach.
  • Cogni is not liable for any loss or damage arising from your failure to secure your account information.

Intellectual Property Rights.

All intellectual property rights in the Services, including but not limited to software, trademarks, content, and any proprietary technology, are the property of Cogni Smart Solutions Inc. or its licensors.

  • You are granted a limited, non-exclusive, non-transferable license to use the Services for your lawful business purposes.
  • You may not copy, modify, distribute, reproduce, or create derivative works from any part of the Services without prior written consent from Cogni.
  • Any unauthorized use of the intellectual property may result in termination of your account and legal action.

Artificial Intelligence Acceptable Use Policy.

By using Cogni’s AI-powered tools and dialogue frameworks, you agree to the following:

  • Pre-Built Content: Cogni provides pre-built dialogue frameworks as part of its Services. These frameworks are designed to optimize customer interactions and enhance your business operations.
  • Approval Responsibility: You are responsible for reviewing and approving all provided dialogue frameworks before deployment. Use of these frameworks constitutes your agreement that they meet your compliance and operational requirements.
  • Customization: If you modify the provided dialogue frameworks, you assume full responsibility for ensuring compliance with applicable laws and regulations.
  • Prohibited Use: You may not use the provided dialogue frameworks for:
    • Generating misleading, harmful, or unlawful content.
    • Impersonating individuals without their consent.
    • Violating privacy or data protection laws.

3. Liability & Dispute Resolution

Limitation of Liability

Our Services are provided on an “as is” and “as available” basis without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the fullest extent permitted by law, Cogni will not be liable for:

  • Indirect, incidental, special, or consequential damages arising from your use of our Services.
  • Loss of data, profits, business opportunities, or other damages.
  • If liability is imposed, our total liability will be limited to the amount you have paid to Cogni in the 12 months preceding the claim.

System Reliability and Data Protection

  • Cogni’s platform is hosted on industry-leading cloud providers, including Amazon Web Services (AWS) and Google Cloud Platform (GCP), which provide advanced security, data encryption, and 99.95% uptime reliability.
  • Data is encrypted using TLS 1.2/1.3 during transmission and AES-256 encryption at rest.

Governing Law

These Terms are governed by and construed in accordance with:

  • Canadian Law: If you are located in Canada, the laws of Canada apply.
  • Delaware Law: If you are located in the United States, the laws of the State of Delaware apply.
  • For disputes arising in other jurisdictions, Cogni will comply with applicable local laws where required.

Dispute Resolution

In the event of a dispute, both parties agree to:

  • Attempt to resolve the dispute informally within 30 days of notification.
  • If unresolved, submit the dispute to binding arbitration in the applicable jurisdiction.

Class Action Waiver

You agree to resolve disputes individually and waive your right to participate in class action lawsuits or class-wide arbitration.

Third-Party Providers

Our Services may integrate with third-party platforms or services (e.g., payment processors, hosting providers). While Cogni ensures the reliability of these providers, we are not responsible for:

  • Any disruptions, errors, or failures caused by third-party providers.
  • Data breaches or losses resulting from the third-party systems used within our platform.

Liability for Deployment

Dialogue Framework Deployment Responsibility

Cogni provides pre-configured dialogue frameworks to facilitate seamless voice AI interactions. However, you are responsible for:

  • Ensuring that dialogue frameworks are deployed in a manner compliant with all applicable laws.
  • Informing end-users when they are interacting with an AI-powered system.
  • Customizing dialogue frameworks in accordance with your specific business needs and regulatory obligations.

Cogni is not liable for:

  • Misuse of dialogue frameworks by your organization or its employees.
  • Errors or omissions in the deployment or operation of customized dialogue frameworks.
  • Legal or compliance issues arising from the use of dialogue frameworks in your operations.

4. Termination & Indemnification

Termination of Services

  • We reserve the right to suspend or terminate your access to our Services at our sole discretion, without notice, if you violate these Terms or engage in prohibited activities.
  • Upon termination, your access to the Services will be immediately revoked, and any outstanding obligations under these Terms will survive termination.

Indemnification.

You agree to indemnify and hold Cogni Smart Solutions Inc., its affiliates, and employees harmless from any claims, damages, liabilities, or expenses arising from:

  • Your misuse or unlawful use of dialogue frameworks.
  • Failure to obtain proper consent for data collection during interactions powered by dialogue frameworks.
  • Customizations or modifications made to the provided dialogue frameworks.
  • Any claims or penalties resulting from non-compliance with laws governing the use of voice AI tools.

5. Data Security and Privacy

Data Protection

  • Cogni takes your data security seriously. Our platform uses advanced encryption technologies to safeguard your information during transmission and at rest.
  • Data backups are performed daily with a seven-day retention policy, ensuring data availability and protection against loss.

Privacy Policy

  • Your use of our Services is also governed by our Privacy Policy, which explains how we collect, use, and protect your information.

Data Collection and Consent

  • Voice Data Collection: Cogni’s dialogue frameworks may facilitate the collection and processing of voice data during interactions. It is your responsibility to:
    • Obtain proper consent from individuals for recording or processing voice data, as required by applicable laws.
    • Inform your users or customers of how their data will be used and stored.
  • Data Retention: Cogni retains data only as necessary to provide the Services or comply with legal obligations. You are responsible for managing data retention policies within your systems.

6. General Provisions

 

Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, the remaining provisions will remain in effect to the fullest extent permitted by law.

Force Majeure

Cogni is not liable for any delays or failures in performance caused by events beyond our reasonable control, including but not limited to:

  • Natural disasters, power outages, or extreme weather conditions.
  • Cyberattacks, network interruptions, or failures in third-party services (e.g., AWS, GCP).
  • Government actions, strikes, or other external events that disrupt operations.

Privacy Policy

Your use of our Services is also governed by our Privacy Policy, which explains how we collect, use, and protect your personal data. By using our Services, you agree to the terms outlined in our Privacy Policy.

Entire Agreement

These Terms constitute the entire agreement between you and Cogni regarding your use of our Services and supersede any prior agreements.

Contact Information

If you have any questions or concerns about these Terms, please reach out to us:

By using our Services, you acknowledge that you have read and agreed to these Terms and our Privacy Policy, which is incorporated by reference.