Terms of Service

1. The Agreement

1.1 Parties

These Terms of Service (the “Terms”) form a binding agreement between you (“you” or “Customer”) and Cogniate US, Inc., a Delaware corporation with registered address at 614 N Dupont Hwy, Suite 210, Dover, DE 19901 (“Cogniate”, “we”, “us”). If you are located in Australia, your contracting entity is Cogniate Pty Ltd, with registered office at SE 135 L 2, 153 New South Head Rd, Edgecliff NSW 2027.

1.2 Acceptance

You accept these Terms by creating an account, using the Platform, or clicking “I agree”. If you accept on behalf of an organisation, you confirm that you have authority to bind that organisation, and “you” refers to it.

1.3 Related agreements

Your use of specific features is additionally governed by the End User License Agreement, Acceptable Use Policy, Privacy Policy, Data Processing Addendum, Creator Content License Agreement, AI Product Terms (Lyra), and Marketplace Agreement, each as applicable. Enterprise customers are governed by a Master Services Agreement in place of these Terms.

1.4 Vendor portals

Terms contained in a vendor management portal, supplier onboarding document, or purchase order are void unless expressly signed by Cogniate’s CEO or General Counsel.

2. Your Account

2.1 You must be at least 18 years old to use Pro plans and Lyra generative features, and at least 13 years old to use the Free plan (with parental consent where required, including for users under 16 in the EU/EEA).

2.2 You agree to provide accurate registration information and keep it current.

2.3 You are responsible for safeguarding your credentials. We strongly recommend enabling two-factor authentication; we are not responsible for damages that two-factor authentication would have prevented.

2.4 If ownership of an account is disputed, we resolve it in this order: control of the registered email address, then billing records, then employment or organisational documentation, then Cogniate’s good-faith adjudication at its sole discretion.

2.5 In the event of a user’s death or incapacity, we will work in good faith with the legal personal representative. We do not participate in probate disputes.

2.6 You are responsible for the acts and omissions of any users you authorise under your account.

2.7 Minors in education settings. Children under 13 may access published courses only as learners through a school or educational institution operating under a Cogniate Enterprise agreement, where the institution has obtained all consents required by applicable law (including school-consent mechanisms under COPPA and equivalent Australian and European rules) and administers the learner accounts. Children under 13 may not hold direct consumer accounts, and generative AI features are not made available to them.

3. Subscription Plans, Fees, and Renewals

3.1 Cogniate offers Free, Pro, and Team plans under these Terms, and Enterprise plans under a Master Services Agreement.

3.2 Fees are listed at cogniate.ai/pricing. We will give at least 45 days’ notice of price changes, which take effect at your next renewal.

3.3 Paid plans renew automatically until cancelled. You can cancel at any time from your account settings, effective at the end of the current billing period. We will not hide the cancel button.

3.4 You authorise us and our payment processors to charge your payment method on a recurring basis.

3.5 Except where the law requires otherwise — including under the Australian Consumer Law, the UK Consumer Rights Act 2015, and EU consumer protection law — paid fees are non-refundable.

3.6 If you exceed plan limits, we will give you 30 days’ notice before suspending features or applying prorated charges.

3.7 Fees are exclusive of taxes, which you are responsible for (other than taxes on our income).

4. Your Content

4.1 You own what you upload.You also own Co-Created Output — work you meaningfully shape with Lyra. Ownership of Pure-AI Output is allocated under the Creator Content License Agreement’s Contribution Gradient.

4.2 You grant Cogniate a worldwide, royalty-free, non-exclusive licence to host, store, display, transmit, and process your Content solely as necessary to operate, secure, and improve the Platform. We do not train AI models on your private Content without your explicit opt-in. Enterprise, University, and Firm tiers receive a contractual no-training commitment.

4.3 We maintain backups, but you should keep your own copies of important Content.

4.4 We may remove Content that violates these Terms or the Acceptable Use Policy, with notice where practical.

4.5 We scan for child sexual abuse material, report it, and cooperate with law enforcement.

4.6 The Platform is not HIPAA-compliant by default. Do not upload protected health information unless you have a signed Business Associate Agreement with us.

4.7 Audit and provenance records. To preserve the integrity of verification, provenance, and audit features, we may retain audit-trail records — who created, edited, verified, or published an artefact, and when — after Content deletion, in a form that no longer identifies you, except where longer retention is required by law.

5. Acceptable Use

Your use of the Platform is governed by our Acceptable Use Policy, which forms part of these Terms. In short: don’t misuse the Platform, don’t upload content you have no rights to, don’t attempt to harm other users or the service, and don’t use the Platform to develop a competing product or model.

6. AI Features, Verification & Provenance

6.1 Lyra and AI Output. Generative features are provided through Lyra under the AI Product Terms. AI-generated output may be inaccurate, biased, incomplete, or non-unique, and may not be suitable for every use. You are responsible for human review of Output before relying on it or publishing it.

6.2 Third-party model providers. Cogniate uses third-party AI providers to process inputs and generate Output. These providers act as subprocessors under our Data Processing Addendum; a current list of providers is available on request from privacy@cogniate.ai. Business customers receive subprocessor notice and objection rights under the Data Processing Addendum. We do not permit providers to train their models on your Content.

6.3 Verification and provenance tools. The Platform may display verification indicators, provenance records, source citations, pedagogy checks, and framework benchmark information (for example, alignment with national qualification frameworks). These are assistive tools: they reflect automated and configured checks at a point in time. They are not a warranty of accuracy or fitness for purpose, and they do not constitute accreditation, endorsement, or professional advice. They do not replace your review obligations under Section 6.1.

6.4 Verification failures. Where a verification check cannot be completed — including because of a provider outage or an unusable result — the affected content is treated as unverified, and we may withhold or remove verification indicators. This is not a defect in the Service.

7. Published Courses and Learners

7.1 Publishing. When you publish a course, Cogniate hosts and delivers it on your behalf. You are the publisher of your course and are responsible for its content, accuracy, legality, and suitability for your intended audience.

7.2 Learners. Learner access to published courses is governed by the End User License Agreement and, where applicable, the Marketplace Agreement. You must not direct an audience to your course that these Terms do not permit (see Section 2.7 regarding learners under 13).

7.3 Your obligations to learners. You are responsible for any representations you make to learners — including about certificates, outcomes, or accreditation — and for complying with the education, consumer, and privacy laws that apply to your relationship with your learners.

7.4 Takedown. We may unpublish courses that violate the Acceptable Use Policy or these Terms, with notice where practical.

8. Cogniate's Intellectual Property

8.1 The Platform — including Lyra, Knowledge DNA, the Rules-Based Governance Engine, the Bidirectional Publishing Pipeline, and all associated code, designs, look-and-feel, and trademarks — belongs to Cogniate and its licensors.

8.2 We grant you a limited licence to use the Platform under the End User License Agreement.

8.3 You assign to Cogniate any feedback or suggestions you provide about the Platform.

8.4 Do not use the “Cogniate”, “Lyra”, or “Knowledge DNA” marks without our written permission.

9. Third-Party Resources and Beta Features

9.1 Third-party integrations and resources are governed by their own terms; you use them at your own risk.

9.2 Features labelled beta, preview, or early access are provided as-is, may change or be withdrawn without notice, may be subject to additional terms, and are excluded from any availability commitments.

10. Disclaimers

10.1 The Platform is provided “as is” and “as available”. To the maximum extent permitted by law, Cogniate disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

10.2 AI Output may be inaccurate, biased, or non-unique. You must review Output before relying on it or publishing it (see Section 6).

10.3 Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy that cannot lawfully be excluded, including under the Australian Consumer Law, the UK Consumer Rights Act 2015, and EU consumer protection law.

11. Limitation of Liability

11.1 To the maximum extent permitted by law, neither party is liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits, revenue, or data.

11.2 Cogniate’s aggregate liability under these Terms is capped at the greater of US$100 or the fees you paid in the 12 months preceding the claim.

11.3 The cap does not apply to: wilful misconduct or gross negligence, infringement of the other party’s intellectual property, breach of confidentiality, your payment obligations, or indemnification obligations.

11.4 Section 10.3 applies equally to this Section: non-excludable consumer rights are preserved.

12. Indemnification

You will defend and indemnify Cogniate against third-party claims arising from: your Content; your published courses and your relationships with your learners; your breach of these Terms; your violation of law or third-party rights; tax obligations connected to your Marketplace earnings; or your use of Lyra Output without adequate human review.

13. Term and Termination

13.1 These Terms apply for as long as you have an account.

13.2 You may terminate at any time by closing your account.

13.3 We may suspend or terminate your account for material breach with a 14-day cure period, or immediately for serious breaches (including illegal content, security abuse, or non-payment after notice).

13.4 Frictionless exit. On termination, authoring is frozen and you have 30 days to export your Content in portable formats (HTML, SCORM, or zip archive). We delete your Content from production systems within 30 days and from backups within 90 days, and will provide a deletion attestation on request. Learner licences granted before termination survive under the Marketplace Agreement. Unclaimed Pure-AI Output may be converted to Marketplace inventory, with a 12-month window for you to reclaim it.

13.5 Sections 4, 6.3, 6.4, 7, 8, 10, 11, 12, 14, and 15 survive termination.

14. Dispute Resolution

14.1 Before filing a claim, you and Cogniate agree to try to resolve the dispute informally for 60 days from written notice.

14.2 For US users, disputes are resolved by binding individual arbitration under the AAA Consumer Arbitration Rules, except that either party may bring qualifying claims in small-claims court or seek injunctive relief for intellectual property infringement.

14.3 You and Cogniate each waive the right to participate in class actions.

14.4 You may opt out of arbitration within 30 days of accepting these Terms by emailing arbitration-opt-out@cogniate.ai.

14.5 For users outside the US, arbitration and the class-action waiver apply to the maximum extent permitted by local law. EU consumers retain the right to bring proceedings in their country of habitual residence.

14.6 Non-practicing entities (patent assertion entities) may not assert patent claims against Cogniate under these Terms.

15. Miscellaneous

15.1 These Terms are governed by the laws of the State of Delaware, USA. For Australian customers, the laws of New South Wales apply. Nothing in this Section deprives consumers in the EU, UK, or Australia of mandatory protections of their home jurisdiction.

15.2 We will give at least 30 days’ notice of material changes to these Terms. Continued use after the effective date constitutes acceptance.

15.3 Legal notices go to legal@cogniate.ai; we send notices to your registered email address.

15.4 You may not assign these Terms without our consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.

15.5 Neither party is liable for delays caused by events beyond its reasonable control. If a force majeure event continues for more than 30 days, either party may terminate.

15.6 These Terms, together with the documents referenced in Section 1.3, are the entire agreement between you and Cogniate.

15.7 If a provision is unenforceable, the remainder stays in effect. A failure to enforce a provision is not a waiver.

15.8 You must comply with applicable export controls, sanctions, and anti-corruption laws. Neither party may violate anti-bribery laws in connection with these Terms.

15.9 For US government users, the Platform is commercial computer software under 48 CFR §12.212.

15.10 The parties are independent contractors. There are no third-party beneficiaries to these Terms.

16. Privacy

Our handling of personal information is described in the Privacy Policy, which addresses the GDPR, UK GDPR, the California Consumer Privacy Act, and the Australian Privacy Act 1988 (Cth), including the Australian Privacy Principles.

17. Contact

Questions about these Terms: legal@cogniate.ai