Terms of service

Terms of service

Definitions

• Service" means the Cohesion Insight AI operations and intelligence platform, including all associated web applications, APIs, mobile applications, connected features, and documentation.
• "Customer Data" means data submitted to, generated in, or processed by the Service by or on behalf of Customer, including data ingested by the Service from Customer's connected third-party business systems.
• "Connected Systems" means any third-party software, applications, or services that Customer authorizes the Service to access, including marketing platforms, finance and accounting systems, CRM and sales systems, operations tools, and other business applications.
• "AI Outputs" means recommendations, predictions, forecasts, summaries, insights, and other content generated by the Service using artificial intelligence, machine learning, or statistical models.
• "Managed Services" means professional services that Cohesion Insight provides on higher-tier plans, including implementation, configuration, and ongoing operational support.
• "Order" means an order form, online checkout, or other document under which Customer subscribes to the Service.
• "Confidential Information" is defined in Section 13.

Changes to this agreement

Cohesion Insight may change these Terms at any time. If we make material changes, we will provide reasonable advance notice by email to the address associated with your account, by posting a notice on our website, or through the Service. Changes take effect on the effective date stated in the notice. Continued use of the Service after the effective date constitutes acceptance. If you do not agree, you must stop using the Service before the changes take effect.

Cohesion Insight may also change, suspend, or discontinue any part of the Service, add or remove features, or set new usage limits. We will provide reasonable notice of material changes that adversely affect your use of the Service.

Accounts and registration

To use the Service you must create an account. You agree to:

• Provide accurate, current, and complete information and keep it updated.
• Maintain the confidentiality of your account credentials.
• Be responsible for all activity that occurs under your account.
• Notify Cohesion Insight promptly at security@cohesioninsight.ai of any unauthorized access or use.

You must be at least 18 years old to use the Service. The Service is intended for business use only.

Cohesion Insight may refuse service, close accounts, or remove or edit content at its sole discretion.

Subscription, fees, and payment

Plans and pricing. The Service is offered under self-serve subscription tiers and Managed Services tiers as described on our website or in an Order. Fees are due in advance unless the Order states otherwise.

Automatic renewal. Subscriptions automatically renew for successive terms equal to the initial term until cancelled. You may cancel through your account settings or by contacting billing@cohesioninsight.ai. Cancellation takes effect at the end of the then-current billing period.

Non-refundable. Except where required by law or expressly stated in an Order, fees are non-refundable.

Taxes. Fees do not include taxes. You are responsible for all applicable taxes other than taxes based on Cohesion Insight's net income.

Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Cohesion Insight may suspend the Service for non-payment after reasonable notice.

Payment processor. Payment card information is processed by a third-party payment processor. Cohesion Insight does not store full payment card numbers on its systems.

Managed services

Where an Order includes Managed Services, Cohesion Insight will provide the services described in the applicable Order or Statement of Work. Managed Services personnel may access Customer Data as necessary to perform the services, subject to the confidentiality and security obligations in this Agreement and in the Security Policy. Any deliverables produced under Managed Services are governed by Section 7 (Intellectual Property).

Connected systems and third-party services

The Service is designed to connect to Connected Systems. When you authorize the Service to access a Connected System, you:

• Represent that you have the right to grant that access and to allow Cohesion Insight to process the data that flows through it.
• Grant Cohesion Insight the rights described in Section 7 with respect to the data ingested from that Connected System.
• Acknowledge that use of the Connected System is governed by its own terms and privacy policies, and Cohesion Insight is not responsible for those terms.

Read-only ingestion of Connected Systems. Cohesion Insight's ingestion of data from Connected Systems is read-only. The Service does not write to, modify, or delete data in Connected Systems, and Cohesion Insight does not use its Connected System access to initiate transactions, move money, issue invoices, make ledger modifications, or send communications on Customer's behalf. Where technically feasible, integrations use OAuth scopes or credentials limited to read permissions.

Customer-owned AI agents. Customer may authorize an AI agent that Customer owns and operates (for example, an agent hosted by Customer's own agent platform) to connect to the Service. When Customer connects such an agent, the agent is treated as another Connected System under this Agreement and the DPA: it authenticates using Customer's own credentials in Customer's other systems, acts on Customer's own instructions and responsibility, and may consume Cohesion Insight recommendations as inputs and then act on Customer's behalf in Customer's own systems using Customer's own permissions. Actions taken by Customer's agent are Customer's actions, not Cohesion Insight's, and Customer is responsible for what the agent does with Cohesion Insight recommendations. Cohesion Insight remains a read-only recipient of data from Connected Systems and does not itself execute recommendations or take action in Customer's systems.

Customer-of-Customer personal information. Where a Connected System exposes personal information about Customer's own customers, prospects, or contacts ("Customer-of-Customer Personal Information"), the Service processes that information only as part of the analysis Customer configures and only to the extent needed to generate AI Outputs. Cohesion Insight does not send communications to, engage with, or take action on Customer-of-Customer Personal Information on Customer's behalf, and does not use Customer-of-Customer Personal Information to contact or profile those individuals for any purpose other than providing the Service to Customer. Data-subject rights requests from Customer-of-Customer individuals are handled by Customer, with Cohesion Insight's assistance as described in the Data Processing Addendum.

Cohesion Insight is not responsible for the availability, accuracy, performance, security, or continued operation of any Connected System. If a Connected System changes, becomes unavailable, or restricts API access, the Service may be affected without notice.

Intellectual property

Ownership of the Service. Cohesion Insight and its licensors own all rights, title, and interest in and to the Service, including all software, models, algorithms, documentation, and trademarks. No rights are granted except those expressly granted in this Agreement.

License to use the Service. Subject to compliance with this Agreement, Cohesion Insight grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the subscription term for Customer's internal business purposes.

Ownership of Customer Data. As between the parties, Customer owns all rights in Customer Data.

License to Customer Data. Customer grants Cohesion Insight a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, process, and create derivative works of Customer Data solely to: (a) provide, maintain, secure, and support the Service; (b) generate AI Outputs for Customer; (c) develop and improve the Service, including model training, subject to the restrictions below; and (d) produce aggregated and de-identified data as permitted below.

Use of Customer Data for model training. Cohesion Insight will not use identifiable Customer Data to train foundation models offered to other customers unless Customer has expressly opted in. Cohesion Insight may use aggregated, anonymized, and de-identified data derived from Customer Data to develop, evaluate, and improve the Service, subject to applicable law. Customer may opt out of any model-improvement use of Customer Data by writing to privacy@cohesioninsight.ai.

AI Outputs. As between the parties, Customer owns the AI Outputs generated for Customer's account, subject to Cohesion Insight's ownership of the Service and any third-party rights. Because AI systems can generate similar outputs for different users, Cohesion Insight does not warrant that AI Outputs are unique or that similar outputs will not be generated for other customers.

Feedback. If Customer or any of its users provides Cohesion Insight with suggestions, ideas, or feedback, Cohesion Insight may use, disclose, reproduce, license, and exploit that feedback without restriction and without compensation.

Trademarks. Cohesion Insight, the Cohesion Insight logo, and other Cohesion Insight marks are trademarks of Cohesion Insight. Nothing in this Agreement grants Customer the right to use them without prior written consent.

Customer responsibilities

Customer is responsible for:

• The accuracy, quality, integrity, and legality of Customer Data.
• Having all rights, consents, and legal bases necessary to make Customer Data and Connected Systems available to Cohesion Insight and to have the Service process it.
• Complying with all applicable laws in Customer's use of the Service, including privacy, marketing, tax, and consumer-protection laws.
• Reviewing AI Outputs before relying on them. AI Outputs are decision support, not a substitute for professional judgment. AI Outputs do not constitute financial, tax, legal, accounting, or other professional advice. Customer is solely responsible for decisions made based on AI Outputs.
• Complying with the Acceptable Use Policy, which is incorporated by reference into this Agreement.

Acceptable use

Customer's use of the Service is governed by the Cohesion Insight Acceptable Use Policy, available at cohesioninsight.ai/terms/acceptable-use and incorporated into these Terms. Violation of the Acceptable Use Policy is a material breach of this Agreement.

Privacy and security

Cohesion Insight's collection and use of personal information is described in the Privacy Policy, available at cohesioninsight.ai/privacy. Cohesion Insight maintains administrative, technical, and physical safeguards described in the Security Policy, available at cohesioninsight.ai/security.

Data Processing Addendum. The Cohesion Insight Data Processing Addendum ("DPA"), available at cohesioninsight.ai/dpa, is incorporated into and forms part of this Agreement. By accepting these Terms, Customer accepts the DPA. A countersigned copy of the DPA is available on request at privacy@cohesioninsight.ai. The DPA governs the processing of Personal Data by Cohesion Insight on Customer's behalf and controls in the event of conflict with these Terms on any matter relating to the processing of Personal Data.

Security incident notification. In the event of a Security Breach or Personal Data Breach affecting Customer Data, Cohesion Insight will notify the affected Customer within seventy-two (72) hours after confirming the incident, as described in the Security Policy and the DPA.

Not a HIPAA Business Associate. The Service is not designed to receive Protected Health Information and Cohesion Insight is not a HIPAA Business Associate. Do not submit Protected Health Information to the Service.

Financial data. Where Customer authorizes the Service to ingest data from a Connected System that includes financial account information ("Financial Information"), Customer acknowledges that Cohesion Insight ingests Financial Information on Customer's behalf, in read-only mode, for the sole purpose of generating AI Outputs for Customer. Cohesion Insight is not a financial institution and is not itself subject to the Gramm-Leach-Bliley Act. Cohesion Insight will treat Financial Information in accordance with the security and confidentiality standards in the Security Policy and the DPA.

Term and termination

Term. This Agreement starts when Customer first accepts these Terms and continues until terminated as described here.

Termination by Customer. Customer may terminate the subscription at any time through account settings. Except as required by law or an Order, fees paid are non-refundable.

Termination by Cohesion Insight. Cohesion Insight may suspend or terminate the Service, in whole or in part, immediately: (a) if Customer fails to pay when due after reasonable notice; (b) if Customer materially breaches this Agreement or the Acceptable Use Policy and fails to cure within ten (10) days of written notice; (c) if required by law; or (d) if continued provision of the Service would create a security, legal, or operational risk to Cohesion Insight or others.

Effect of termination. On termination, Customer's right to access the Service ends. Cohesion Insight will make Customer Data available for export for thirty (30) days after termination, after which Cohesion Insight may delete Customer Data in accordance with its data retention practices. Sections that by their nature should survive termination will survive, including Sections 4, 7, 8, 12, 13, 14, 15, and 16.

Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. Cohesion Insight disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, title, accuracy, and course of dealing or performance.

Without limiting the above, Cohesion Insight does not warrant that:

• The Service will be uninterrupted, error-free, secure, or free from harmful components.
• AI Outputs will be accurate, complete, current, reliable, or suitable for any particular purpose.
• Errors or defects will be corrected.
• Connected Systems will remain available or continue to operate as expected.

AI Outputs may contain errors, hallucinations, biases, or omissions. Customer must independently verify AI Outputs before relying on them, especially for financial, legal, tax, employment, or other consequential decisions.

Some jurisdictions do not allow the exclusion of certain warranties. Where a warranty cannot be disclaimed, it is limited to the minimum period and extent required by law.

Confidentiality

Definition. "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether in writing, orally, or in another form, that is marked or identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Cohesion Insight's Confidential Information includes the Service, the Documentation, technical materials, security information, and pricing. Customer's Confidential Information includes Customer Data.

Obligations. The Receiving Party will (a) use the Disclosing Party's Confidential Information only to exercise its rights and perform its obligations under this Agreement, (b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no event less than a reasonable degree of care, and (c) limit access to personnel and contractors who have a need to know and who are bound by written confidentiality obligations at least as protective as those in this Section.

Exclusions. Confidential Information does not include information that (a) is or becomes publicly known through no wrongful act of the Receiving Party, (b) was rightfully in the Receiving Party's possession without a confidentiality obligation before disclosure, (c) is independently developed without use of or reference to the Disclosing Party's Confidential Information, or (d) is rightfully received from a third party without a confidentiality obligation.

Compelled disclosure. The Receiving Party may disclose Confidential Information if required by law, subpoena, or court order, provided that, to the extent legally permitted, the Receiving Party gives the Disclosing Party prompt notice and reasonably cooperates in seeking a protective order.

Return or destruction. On termination of this Agreement or on written request, the Receiving Party will return or destroy the Disclosing Party's Confidential Information in its possession, other than copies retained for backup, audit, or legal-hold purposes, which remain subject to this Section for as long as they are retained.

Equitable relief. The parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages are inadequate. The Disclosing Party is entitled to seek injunctive and other equitable relief in addition to any other remedies.

Survival. This Section survives termination.

Limitation of Liability

To the maximum extent permitted by law:

• Excluded damages. Neither party will be liable for indirect, incidental, special, exemplary, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of goodwill, or cost of substitute services, arising out of or related to this Agreement or the Service, whether based on contract, tort, strict liability, or any other legal theory, and regardless of whether the party was advised of the possibility of such damages.
• Aggregate cap. Cohesion Insight's total aggregate liability under this Agreement will not exceed the greater of (a) the fees Customer paid to Cohesion Insight for the Service during the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US$100).

Exceptions. The exclusions and cap above do not apply to (i) either party's indemnification obligations, (ii) either party's breach of confidentiality, (iii) Customer's payment obligations, (iv) Customer's violation of Cohesion Insight's intellectual property rights, (v) either party's gross negligence, willful misconduct, or fraud, (vi) either party's violation of applicable data protection or privacy law resulting in a Personal Data Breach caused by that party's failure to maintain the security measures required by this Agreement or the Data Processing Addendum, or (vii) liability that cannot be limited under applicable law.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions, Cohesion Insight's liability is limited to the minimum extent permitted.

Dispute resolution and arbitration

Informal resolution. Before filing a claim, the parties agree to attempt to resolve the dispute informally by sending written notice to legal@cohesioninsight.ai (for claims against Cohesion Insight) or to the Customer's account email (for claims against Customer) and negotiating in good faith for at least sixty (60) days.

Binding arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to this Agreement or the Service will be resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or Streamlined Rules for smaller claims). The arbitration will be conducted in Wilmington, Delaware, or by videoconference at the arbitrator's discretion. The arbitrator's decision is final and enforceable in any court of competent jurisdiction.

Class action waiver. Claims must be brought in the party's individual capacity, not as a class member, private attorney general, or in any representative capacity. The arbitrator may not consolidate more than one party's claims.

Exceptions. Nothing in this Section prevents either party from (a) bringing a claim in small-claims court if the claim qualifies, or (b) seeking injunctive relief in court to protect intellectual property rights or confidential information.

Opt-out. Customer may opt out of this arbitration provision by sending written notice to legal@cohesioninsight.ai within thirty (30) days of first accepting these Terms. The notice must include the account name and a statement of intent to opt out.

Governing law. This arbitration provision is governed by the Federal Arbitration Act.

Time to file. Any claim must be filed within one (1) year after the cause of action arose, or it is permanently barred.

Governing law and venue

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to the arbitration provision above, the state and federal courts located in Wilmington, Delaware have exclusive jurisdiction over any dispute not subject to arbitration, and the parties consent to the personal jurisdiction of those courts.

Indemnification

By Customer. Customer will defend, indemnify, and hold harmless Cohesion Insight, its affiliates, and their officers, directors, employees, and agents from and against any third-party claim, loss, damage, liability, and expense (including reasonable attorneys' fees) arising out of or related to: (a) Customer Data or Customer's use of the Service in violation of this Agreement, the Acceptable Use Policy, or applicable law; (b) Customer's Connected Systems or authorizations to those systems; (c) Customer's decisions or actions taken in reliance on AI Outputs; or (d) infringement or misappropriation of any third-party right by Customer Data.

By Cohesion Insight. Cohesion Insight will defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that Customer's use of the Service in accordance with this Agreement infringes any patent, copyright, trademark, or trade secret of a third party in the United States, the European Union, the United Kingdom, Canada, or Australia, and will pay any damages awarded by a court of competent jurisdiction or agreed in a settlement Cohesion Insight approves in writing.

Cohesion Insight remedies. If Customer's use of the Service is enjoined, or if Cohesion Insight reasonably believes it may be enjoined, Cohesion Insight may, at its option and expense: (a) procure the right for Customer to continue using the Service; (b) modify the Service so it is non-infringing while retaining substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected portion of the Service and refund a pro-rata portion of any prepaid fees for the terminated portion.

Exclusions. Cohesion Insight has no obligation under this provision for claims arising from: (i) Customer Data; (ii) Connected Systems; (iii) modifications to the Service by anyone other than Cohesion Insight; (iv) use of the Service in combination with anything not provided by Cohesion Insight where the claim would not arise but for the combination; or (v) use of the Service in violation of this Agreement.

Procedure. The party seeking indemnification will (a) promptly notify the indemnifying party of the claim, (b) give the indemnifying party sole control of the defense and settlement, and (c) provide reasonable cooperation. The indemnifying party may not settle a claim in a way that admits liability of the other party without prior written consent.

This Section states each party's sole and exclusive liability, and the other party's sole and exclusive remedy, for the third-party claims addressed here.

International use and export

The Service is operated from the United States. If Customer accesses the Service from outside the United States, Customer is responsible for compliance with local laws. Customer Data may be transferred to and processed in the United States and other jurisdictions where Cohesion Insight or its service providers operate.

Customer agrees to comply with all applicable United States and international export and import laws and regulations. Customer represents that it is not (a) located in a country subject to a U.S. government embargo, (b) listed on any U.S. government list of prohibited or restricted parties, or (c) using the Service for any purpose prohibited by U.S. law, including the development, design, manufacture, or production of nuclear, missile, chemical, or biological weapons.

Miscellaneous

• Entire agreement. These Terms, together with the Privacy Policy, Acceptable Use Policy, Security Policy, Data Processing Addendum, any Order, and any Managed Services Statement of Work, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements.
• Order of precedence. In the event of conflict, the order of precedence is: (1) the Data Processing Addendum on matters relating to the processing of Personal Data; (2) a signed Order or Statement of Work; (3) these Terms; (4) the Acceptable Use Policy; (5) the Privacy Policy; (6) the Security Policy.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder of the Agreement will remain in effect.
• No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
• Assignment. Customer may not assign this Agreement without Cohesion Insight's prior written consent. Cohesion Insight may assign this Agreement in connection with a merger, acquisition, financing, reorganization, or sale of all or substantially all of its assets. Any prohibited assignment is void.
• Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise, or employment relationship.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including acts of God, war, terrorism, riots, pandemics, labor actions, internet or infrastructure failures, or government action.
• Notices. Legal notices to Cohesion Insight must be sent to legal@cohesioninsight.ai and to Cohesion Insight, Inc., 2810 N Church St, STE 89393, Wilmington, DE 19802-4447. Notices to Customer will be sent to the account email address and are deemed received twenty-four (24) hours after sending.
• Beta features. Features labeled "beta," "preview," "experimental," or similar are provided as-is, may change or be discontinued at any time, and are excluded from any service-level or availability commitments.
• Headings. Section headings are for convenience only and do not affect interpretation.

Contact

Cohesion Insight, Inc. 2810 N Church St, STE 89393 Wilmington, DE 19802-4447 legal@cohesioninsight.ai