Terms of Service
Welcome to our platform, and thank you for your interest in COGNIS AI PTE. LTD. (the "Company", "we", "us" or "our"), the Company's website (the "Website") and the related web, application and other services we provide (collectively, the "Service"). These Terms of Service form a legally binding contract between you and the Company governing your use of the Service.
1. Overview of the Service
The Company operates a large language model aggregation platform through which users may access third-party application programming interfaces (APIs) in order to use the various generative artificial intelligence models listed on the Website (the "Models"). The Company may add or remove Models from the Service at any time.
2. Eligibility
You must be at least 13 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 13 years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and use of the Service comply with all applicable laws and regulations. If you are under 18, you must have the permission of a parent or guardian to use the Service. If you use the Service on behalf of an entity, organisation or company, you represent and warrant that you have the authority to bind that organisation to these Terms.
3. Accounts and Registration
To access most features of the Service you must register an account. On registration, you may be required to provide certain personal information to us or to our authentication platform, such as an email address or other contact details. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times. On registration you will be asked to set a password. You are solely responsible for maintaining the confidentiality of your account and password, and you are responsible for all activity that occurs under your account. If you have reason to believe that your account is no longer secure, you must notify us immediately through the official customer support channel.
The Service allows two types of account to be created: organisation accounts and individual accounts. An organisation account is managed by an administrator user (an "Admin User"), who may invite members of their organisation (the "Authorised Users") to join the organisation account. Authorised Users may use the Service only as configured by the Admin User; such configuration may include, without limitation, enabling prompt logging, conversation logging, zero data retention, model training and other settings. Authorised Users may also create separate individual accounts to access the Service.
4. Payment
4.1 Prepaid Credits; refunds
Access to the Service, or to certain features of the Service, may require you to pay for prepaid credits associated with your account (the "Credits"), together with payment processing fees and transaction charges. Before payment, you will have the opportunity to review and accept the charges that will be applied. Currently, users must purchase Credits in order to make API calls and access the Service, with a minimum and maximum purchase amount per transaction of US$5 and US$25,000 respectively. Once purchased, a refund request for unused Credits must be submitted within twenty-four (24) hours of the transaction being processed. If no refund request is received within twenty-four (24) hours, any unused Credits are non-refundable. Cryptocurrency payments are strictly non-refundable.
4.2 Expiry of Credits; auto top-up
The Company reserves the right to expire Credits that remain unused three hundred and sixty-five (365) days after purchase. When purchasing Credits, you may choose to have Credits added to your account automatically using your selected payment method when your available Credits fall below the threshold you set in your account ("auto top-up"). If you select auto top-up, you authorise the Company to charge your account automatically. You may update or cancel auto top-up at any time from your account page.
4.3 Currency; payment processing
The Company will charge the payment method you specify at the time of purchase. You authorise the Company to charge that payment method for all fees relating to the services you select, as described in these Terms. If you choose to pay by cryptocurrency, you represent and warrant that the cryptocurrency used and the source of those funds do not constitute the proceeds of any financial or other crime.
4.4 Changes to fees
If the Company changes the fees for the Service, including by adding additional fees or charges, the Company will notify you of those changes in advance. If you do not accept the changes, the Company may cease providing the Service to you.
5. Model Terms
5.1 Applicability and acceptance
You acknowledge that the Service allows you, your Authorised Users and your customers (to the extent you integrate the Service into your own products and services) to access Models supplied by model providers. By accessing or using any Model through the Service, you agree, and will ensure that your Authorised Users and customers agree, to comply with the applicable terms of each Model (the "Model Terms"). You are solely responsible for reviewing the applicable Model Terms before accessing or using any Model.
5.2 Flow-down to Authorised Users
You must require all of your Authorised Users and customers to access and use the Service and the Models only in accordance with this agreement, the documentation the Company makes available on the Website and the Service, and the applicable Model Terms. You are responsible for all acts and omissions of your Authorised Users, including any breach of the applicable Model Terms.
5.3 Changes to Model Terms
You understand that Model Terms may be modified, supplemented or replaced from time to time by the applicable model provider. Your continued access to or use of a Model after its Model Terms have been updated constitutes your acceptance of the updated Model Terms.
5.4 Availability
The Company does not guarantee the availability of any Model and provides access to Models on an "as available" basis only. Model uptime and performance are described in the applicable Model Terms, and it is your responsibility to review the Model Terms to understand each model provider's availability and data practices.
5.5 Suspension and termination
You understand and acknowledge that you are solely responsible for any breach of the applicable Model Terms by you, your Authorised Users or your customers. If the Company reasonably believes that you, your Authorised Users or your customers have breached or may breach any Model Terms, or if the applicable model provider requires or requests it, the Company may suspend, limit, disable or terminate access to any Model by you, any Authorised User or your customers. The Company accepts no liability for the suspension, limitation, disabling, termination, removal, unavailability, degradation or modification of any Model resulting from the acts or omissions of a model provider.
5.6 Configuration and model selection
You are solely responsible for selecting the Models you use, configuring your account settings, setting permissions and restrictions for Authorised Users and customers, and determining whether each Model and its applicable Model Terms are suitable for your use case (including any regulated, high-risk, sensitive or customer-facing use).
5.7 Model restrictions
You understand and acknowledge that certain model providers do not authorise access to their Models by users acting on behalf of particular entities or organisations, or located in particular countries or regions (the "Restricted Models"). You agree not to permit your Authorised Users or customers to (a) use the Service to access Restricted Models, including without limitation by using virtual private networks and proxies; or (b) circumvent any safeguards or measures implemented by the Company or a model provider to restrict access to Restricted Models.
6. User Content
6.1 Overview of user content; training data
You may provide input to the Service, which may include images, data, text and other types of works (the "Input"), and receive output from the Service based on your Input (the "Output"; Input and Output together, the "User Content"). By providing any User Content through the Service, you grant the Company a non-exclusive, transferable, worldwide, royalty-free licence to use your User Content to operate and provide the Service. You retain any copyright and other proprietary rights you may have in your Input. Your ownership of Output is governed by the Model Terms of each Model you use.
Certain Models may store or use your Input to improve their own large language models, and may allow you to opt out of model training; please refer to their Model Terms for details. Where possible, the Company has opted out of model training on behalf of its users for the Models it uses.
6.2 Optional licence for prompt and conversation logs
If you choose to enable prompt logging in your account settings, conversation logging will also be enabled automatically, and you grant the Company a worldwide, perpetual, irrevocable, non-exclusive, royalty-free right and licence to host, store, transmit, display, reproduce, modify and distribute your User Content, both in order to provide the Service to you and for the Company's own commercial and business purposes.
6.3 Licence for classification of Input
The Company uses a hosted model to classify Input; that model does not store or log any Input provided to it. By using the Service, you grant the Company a worldwide, perpetual, irrevocable, non-exclusive, royalty-free right and licence to use, host, reproduce and prepare derivative works of your Input in anonymised form, solely for the purpose of tracking and sharing user metrics on the Website (for example, the model leaderboard page), on an ongoing basis. Unless you expressly choose to enable prompt logging, we do not store your Input after classification is complete, and we do not associate classified Input with any particular user or organisation account.
6.4 Representations and warranties regarding Input
You are solely responsible for your Input and for the consequences of providing it. By providing Input, you represent and warrant that:
- you are the creator and owner of the Input, or hold the necessary licences, rights, consents and permissions to authorise the Company to use, reproduce and distribute your Input in the manner contemplated by these Terms;
- your Input, and the use of your Input in accordance with these Terms, does not and will not: (i) infringe, violate or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual property or proprietary right; (ii) defame, libel or violate the privacy, publicity or other property rights of any other person; or (iii) cause the Company to breach any law or regulation.
7. Prohibited Conduct
By using the Service, you agree not to:
- use the Service for any unlawful purpose or in violation of any local, national or international law or regulation;
- purchase Credits using cryptocurrency derived from the proceeds of financial or other crime;
- create a false identity, impersonate another person or create multiple accounts in order to evade or circumvent usage limits on the Website or the Service;
- access the Website or the Service for the purpose of reselling API access or developing a competing service;
- develop, support or use software, devices, scripts, robots or any other means or process (such as crawlers, browser plugins, add-ons or any other automated technology) to scrape or copy any information on the Website or the Service;
- bypass any technical measures implemented by the Company to prevent scraping;
- infringe or misappropriate any third-party intellectual property right, or encourage others to do so;
- post, upload or distribute any Input or other content that is unlawful or that does not comply with the terms of service of the Model or provider you are using;
- interfere with security-related features of the Service, including without limitation by (a) disabling or circumventing features that prevent or limit the use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any part of the Service;
- red-team any Model without the Company's prior written approval ("red-teaming" means prompt injection, jailbreaking or any other adversarial action intended to compromise any Model and/or breach any Model Terms);
- interfere with the operation of the Service or any user's enjoyment of it, including by (a) uploading or transmitting any virus, adware, spyware, worm or other malicious code; (b) sending unsolicited offers or advertisements to other users of the Service; (c) attempting to collect personal information about other users or third parties without consent; or (d) interfering with or disrupting any network, device or server connected to or used to provide the Service;
- engage in any fraudulent activity, including impersonating any individual or entity, claiming a false affiliation, or accessing any other Service account without permission;
- sell or otherwise transfer the access granted under these Terms or any rights under them;
- attempt any of the acts described in this Clause 7, or assist or permit any person to engage in any of them.
8. Termination of Use; Discontinuation and Modification of the Service
You may terminate your account at any time by contacting customer support. If you terminate your account, you remain obliged to pay any outstanding fees incurred through use of the Service before termination. If you breach any provision of these Terms, your licence to use the Service terminates automatically and any unused Credits are non-refundable.
In addition, the Company may terminate your user account, or suspend or terminate your access to the Service, at any time and for any reason or no reason, with or without notice, at its sole discretion. We also reserve the right to modify or discontinue the Service (including by limiting or discontinuing certain features of it) at any time, temporarily or permanently, without notice. We accept no liability arising from any change to the Service or from the suspension or termination of your access to it.
9. Privacy Policy; Additional Terms
9.1 Privacy Policy
Please read the Company's Privacy Policy carefully to understand our practices regarding the collection, use, storage and disclosure of your personal information on the Website. The Company's Privacy Policy is incorporated into and forms part of these Terms by reference.
9.2 Data Processing Agreement
If you enter into these Terms on behalf of an organisation, or use the Service for commercial or for-profit purposes, please read the Company's Data Processing Agreement (the "DPA") to understand the rules governing our processing of your personal data. The DPA is incorporated into and forms part of these Terms by reference.
9.3 Non-Company services
The Company or third parties may distribute products, services, tools or software features that interact, integrate or connect with the Service (collectively, "Non-Company Services"). Your use or purchase of such Non-Company Services, and any exchange of data in connection with that use, is solely between you and the applicable third-party provider and is governed by that third party's terms of service, end user licence agreement, privacy notice and/or other terms or policies. The Company makes no representation, warranty or guarantee regarding Non-Company Services, their providers, their availability or their suitability for your security or compliance requirements.
10. Changes to these Terms
For changes to these Terms that materially modify your rights or obligations, we will give you thirty (30) days' prior notice by email or in-product notice. Your continued use of the Service after receiving that notice constitutes your consent to those material changes. All other changes take effect immediately on being posted to the Website. If you do not agree to the changes, you must stop using our Service.
11. Ownership; Proprietary Rights
The Service is owned and operated by the Company. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code and object code), products, software, services and all other elements of the Service provided by the Company (the "Materials") are protected by intellectual property and other laws. All Materials contained in the Service are the property of the Company or our third-party licensors. You may not use the Materials except as expressly authorised by the Company. The Company reserves all rights in the Materials not expressly granted in these Terms.
12. Feedback
If you choose to provide comments and suggestions about problems with, or proposed modifications or improvements to, the Service (the "Feedback"), you grant the Company an unrestricted, perpetual, irrevocable, non-exclusive, fully paid-up, royalty-free right to exploit that Feedback in any manner and for any purpose, including to improve the Service and to create other products and services.
13. Disclaimer; No Warranties
Certain jurisdictions may prohibit disclaimers of warranties, and you may have additional rights in different jurisdictions.
14. Limitation of Liability
The Company's aggregate liability for all claims you bring relating to the use of or inability to use any part of the Service, or arising under these Terms, whether in contract, tort or otherwise, is limited to the greater of: (A) the amount you paid to the Company to access and use the Service in the twelve (12) months preceding the event giving rise to the claim; or (B) one hundred United States dollars (US$100). Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
15. Governing Law and Dispute Resolution
These Terms are governed by the laws of the Republic of Singapore, without regard to conflict-of-laws principles. Where these Terms permit litigation or court proceedings to be brought, you and the Company agree to submit to the jurisdiction of the courts of the Republic of Singapore for the resolution of any dispute.
The parties are encouraged to resolve disputes by amicable negotiation. If negotiation does not result in agreement, the parties agree to submit the dispute to arbitration at the Singapore International Arbitration Centre (SIAC) under its arbitration rules in force at the time, with the seat of arbitration in Singapore and the language of arbitration being English or Chinese. The arbitral award is final and binding on both parties.
16. General
These Terms, together with the Privacy Policy and any other agreement expressly incorporated by reference into these Terms, constitute the entire and exclusive understanding and agreement between you and the Company regarding your use of the Service. Except as expressly permitted above, these Terms may only be amended by a written agreement signed by authorised representatives of all parties. You may not assign or transfer these Terms or your rights under them, in whole or in part, without our prior written consent. We may assign these Terms at any time without notice or consent.
If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder will continue in full force and effect. Clauses 2, 4, 6 and 9 to 16, together with the Privacy Policy, the Data Processing Agreement and any other accompanying agreement, survive termination of these Terms.
17. Consent to Electronic Communications
By using the Service, you consent to receiving certain electronic communications from us, as further described in our Privacy Policy. You agree that any notice, agreement, disclosure or other communication we send to you electronically satisfies any legal communication requirement, including any requirement that such communications be in writing.
18. Contact Information
The Service is provided by COGNIS AI PTE. LTD., 7500A BEACH ROAD, #08-318, THE PLAZA, SINGAPORE 199591. If you have any questions or need to contact us, please do so through the Company's official customer support channel.