Cognee Inc. — Effective: March 27, 2026
1.1 These General Terms and Conditions (“GTC”) apply to all Orders and Referral Forms entered into between Cognee Inc., a Delaware corporation with its principal place of business at 40 Boardman Place, San Francisco, CA 94103, USA (“Company”) and the counterparty identified in the applicable Order or Referral Form (“Customer” or “Partner,” as applicable).
1.2 The applicable Order or Referral Form, together with these GTC, constitutes the entire agreement between the Parties with respect to its subject matter (the “Agreement”). In the event of a conflict between the terms of an Order or Referral Form and these GTC, the terms of the Order or Referral Form shall prevail.
1.3 Company does not accept, and expressly objects to, any additional or different terms or conditions contained in any purchase order, acknowledgment, confirmation, or other document issued by Customer or Partner, regardless of whether Company signs or otherwise acknowledges such document. Any such terms are void and of no effect.
1.4 Each Party represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and that it has full power and authority to enter into and perform its obligations under the Agreement.
The following terms shall have the meanings set forth below when used in these GTC:
2.1 “Agreement” means the applicable Order or Referral Form together with these GTC.
2.2 “Background IP” means all Intellectual Property Rights owned or controlled by a Party prior to or independently of the Agreement, including pre-existing software, tools, methodologies, know-how, and frameworks.
2.3 “Clients” means the Customer’s clients who are provided access to the Cognee Platform by the Customer in accordance with the Agreement.
2.4 “Cognee Improvements” means any improvements, enhancements, modifications, or new functionality developed by Company in connection with the Services that are generalizable in nature and not specific to Customer’s particular business, data, or operations. Cognee Improvements include, without limitation, generic features, reusable components, platform-level enhancements, bug fixes, and functionality that is useful to the broader Cognee ecosystem.
2.5 “Cognee Platform” means the Open-Source Cognee Software and the Proprietary Cognee Software, collectively, including all bug fixes, updates, and upgrades thereto.
2.6 “Confidential Information” means all non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, customer lists, pricing information, technical data, trade secrets, know-how, financial information, source code, algorithms, roadmaps, and the terms of the Agreement.
2.7 “Customer Data” means all data, content, and materials provided by Customer to Company in connection with the Agreement, including personal data of Customer’s end users or Clients.
2.8 “Customer Exclusive Results” means deliverables developed by Company under the Agreement that are specific to Customer’s particular business, data, or operations, including customer-specific templates, integrations, ontologies, and configurations, as identified in the applicable Order.
2.9 “Customer Materials” means all documents, data, information, systems access, and other materials provided by Customer to Company to enable the performance of the Services.
2.10 “Deliverables” means the Cognee Platform and the Services, collectively.
2.11 “Net Revenue” means, for purposes of referral fee calculations under Section 12, the actual cash revenues received by Company from a Referred Customer, excluding: (a) taxes, duties, and other governmental charges; (b) credits, refunds, rebates, and discounts actually granted; and (c) bona fide third-party pass-through costs that are separately itemized in the applicable customer agreement and not marked up by Company. Net Revenue shall include all license fees, subscription fees, support fees, and professional services fees paid by the Referred Customer to Company, regardless of whether such amounts are bundled or separately stated. Company shall not allocate revenue or structure transactions with the primary purpose of reducing Net Revenue subject to Referral Fees.
2.12 “Open-Source Cognee Software” means the portion of the Cognee Platform developed and made publicly available by Company or its affiliates at https://github.com/topoteretes/cognee under the Apache License, Version 2.0 (“Apache 2.0”).
2.13 “Order” means a written order form executed by both Parties that references these GTC and specifies the Cognee Platform, Services, fees, term, and other commercial particulars for a customer engagement.
2.14 “Proprietary Cognee Software” means the portion of the Cognee Platform, including documentation and data, developed by Company but not released publicly under the Apache 2.0 license. Proprietary Cognee Software may include, without limitation, proprietary algorithms, enterprise integrations, and other non-public functionalities.
2.15 “Referral Fee” means the fee payable in connection with a referral arrangement, as specified in the applicable Referral Form.
2.16 “Referral Form” means a written referral agreement or referral order form executed by both Parties that references these GTC and specifies the referral terms, fee percentage, duration, and other commercial particulars.
2.17 “Referred Customer” means a third-party entity or individual that (a) was first introduced to one Party by the other Party during the term of the applicable Referral Form, (b) with whom the receiving Party had no prior substantive business relationship or active discussions regarding the subject matter within the six (6) months preceding such introduction, and (c) enters into a revenue-generating agreement within twelve (12) months of the introduction, all as further specified in the applicable Referral Form.
2.18 “Services” means the professional services, consulting, support, development, or other services to be provided by Company as specified in the applicable Order.
3.1 Company shall perform the Services in a professional and workmanlike manner, consistent with generally accepted industry standards, and in accordance with the specifications set forth in the applicable Order.
3.2 Customer shall provide Company with timely access to Customer Materials, personnel, systems, and such other cooperation as is reasonably necessary for Company to perform the Services. Customer acknowledges that Company’s ability to perform the Services is dependent upon Customer’s timely cooperation.
3.3 Company shall keep Customer reasonably informed of the progress of the Services and shall promptly notify Customer of any material issues that may affect the scope, timeline, or quality of the Services.
3.4 Any change to the scope, timeline, or fees for the Services shall be agreed in writing (email sufficient) by both Parties before implementation.
4.1 Open-Source License. The Open-Source Cognee Software is licensed under the terms of the Apache 2.0 license, which shall govern Customer’s use of such software. Nothing in the Agreement restricts Customer’s rights under the Apache 2.0 license with respect to the Open-Source Cognee Software.
4.2 Proprietary License. Subject to the terms and conditions of the Agreement and payment of all applicable fees, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, limited license to install and use the Proprietary Cognee Software within Customer’s infrastructure solely for Customer’s internal business purposes during the term of the applicable Order. Customer may provide access to the Cognee Platform to its Clients, provided that such access complies with the terms of the Agreement.
4.3 Restrictions. Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Proprietary Cognee Software; (b) modify, translate, or create derivative works based on the Proprietary Cognee Software, except to the extent expressly permitted by Company in writing or in the applicable Order; (c) use the Proprietary Cognee Software for timesharing, service bureau, or similar purposes for the benefit of any third party other than Clients as authorized herein; (d) remove, alter, or obscure any proprietary notices, labels, or markings on the Proprietary Cognee Software; or (e) use the Deliverables in violation of applicable law.
4.4 Export Compliance. Customer shall not export or re-export, directly or indirectly, the Cognee Platform or any technical data or information related thereto in violation of any restrictions, laws, or regulations of the United States, including the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce, Bureau of Industry and Security, and sanctions regulations administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC). Customer shall not export or re-export the Cognee Platform to any country, entity, or person to which such export is prohibited without first obtaining all required government authorizations.
4.5 Updates. During the term of the applicable Order, Company shall provide Customer with updates, upgrades, and bug fixes to the Cognee Platform as they become generally available, subject to the scope and service levels specified in the Order.
4.6 Government Rights. If Customer is, or is providing the Cognee Platform for use by, an agency or instrumentality of the United States government, the Cognee Platform and all related documentation are “commercial items” as defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as those terms are used in FAR 12.212 and DFARS 227.7202. Consistent with FAR 12.212 and DFARS 227.7202, any use, modification, reproduction, release, performance, display, or disclosure of the Cognee Platform by the U.S. government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
5.1 Background IP. Each Party retains all right, title, and interest in and to its Background IP. Nothing in the Agreement shall be construed as transferring or assigning any Background IP from one Party to the other, except for the limited licenses expressly granted herein.
5.2 Cognee Improvements. Company shall own all right, title, and interest in and to all Cognee Improvements, including all Intellectual Property Rights therein. Customer acknowledges that Company may, in its sole discretion, contribute Cognee Improvements to the Open-Source Cognee Software under the Apache 2.0 license. Customer’s payment for Services that result in Cognee Improvements constitutes payment for the prioritization and delivery of such functionality, not for exclusive ownership thereof.
5.3 Customer Exclusive Results. Customer shall own all right, title, and interest in and to all Customer Exclusive Results, as identified in the applicable Order. Company hereby assigns to Customer all Intellectual Property Rights in the Customer Exclusive Results upon creation. Company retains no rights in the Customer Exclusive Results except a limited, non-exclusive, royalty-free license to use the Customer Exclusive Results solely for the purpose of performing the Services under the applicable Order.
5.4 Open-Source Contributions. The Parties acknowledge that certain work performed under the Agreement may result in contributions to the Open-Source Cognee Software. Such contributions shall be governed by the Apache 2.0 license. Company warrants that no Customer Confidential Information, Customer Materials, Customer Data, or Customer Exclusive Results shall be disclosed or included in any such contribution without Customer’s prior written consent.
5.5 Feedback. To the extent Customer provides Company with suggestions, enhancement requests, recommendations, or other feedback regarding the Cognee Platform (“Feedback”), Customer hereby grants Company a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose, without attribution, compensation, or restriction.
5.6 Usage Statistics. Company shall have the right to collect and analyze data and other information relating to the provision, use, and performance of the Cognee Platform and related systems (“Usage Data”). Company shall be free, during and after the term, to: (a) use Usage Data to improve and enhance the Cognee Platform and for other development, diagnostic, and corrective purposes; and (b) disclose Usage Data solely in aggregate or de-identified form that does not identify Customer or any individual end user. Customer agrees to implement reasonable technical measures to enable the collection of Usage Data, provided that such measures shall not materially interfere with the functionality or performance of the Cognee Platform.
6.1 Customer shall pay Company the fees specified in the applicable Order. All fees are stated exclusive of applicable taxes.
6.2 Unless otherwise specified in the Order, Company shall invoice Customer, and full payment shall be due within thirty (30) days of the date of invoice.
6.3 If Customer disputes any portion of an invoice in good faith, Customer must notify Company in writing within fourteen (14) days of receipt of the invoice, specifying the disputed amount and the basis for the dispute. Customer shall pay all undisputed amounts when due. The Parties shall cooperate in good faith to resolve any billing dispute promptly.
6.4 Any undisputed amounts not paid when due shall accrue interest at the rate of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is lower, from the date such payment was due until the date of actual payment.
6.5 If Customer fails to pay any undisputed amount when due and such failure continues for ten (10) days after written notice from Company, Company may, without prejudice to any other rights or remedies, suspend performance of the Services and access to the Proprietary Cognee Software until all outstanding amounts are paid in full.
6.6 Customer shall be responsible for all taxes, duties, levies, and similar governmental charges imposed in connection with the Agreement, other than taxes based on Company’s net income. If Company is required to collect or remit any such taxes, Customer shall pay such amounts to Company in addition to the fees specified in the Order.
7.1 Obligations. Each Party agrees: (a) to maintain the confidentiality of all Confidential Information received from the other Party using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not to disclose Confidential Information to any third party except as expressly permitted in the Agreement; (c) not to use Confidential Information for any purpose except to perform its obligations or exercise its rights under the Agreement; and (d) to limit access to Confidential Information to its employees, contractors, and advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those contained herein.
7.2 Exceptions. The obligations in Section 7.1 shall not apply to information that: (a) is or becomes publicly available through no breach of the Agreement by the Receiving Party; (b) was rightfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party’s written records; (c) is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by written records; or (e) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (to the extent legally permitted) and cooperates with the Disclosing Party’s efforts to seek a protective order or other appropriate remedy.
7.3 Permitted Disclosure. A Receiving Party may disclose Confidential Information to its legal and financial advisors, auditors, and, in the case of Company, its subcontractors, in each case solely on a need-to-know basis and subject to confidentiality obligations at least as protective as those contained herein.
7.4 Return and Destruction. Upon termination or expiration of the Agreement, or upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control and, upon request, certify such return or destruction in writing. Notwithstanding the foregoing, the Receiving Party may retain one archival copy of Confidential Information solely to the extent required by applicable law or bona fide record retention policies, provided that such retained information remains subject to the confidentiality obligations herein.
7.5 Duration. The confidentiality obligations set forth in this Section 7 shall survive for a period of two (2) years following the termination or expiration of the Agreement.
8.1 To the extent that the performance of the Agreement involves the processing of personal data and/or Personally Identifiable Information (PII) (as defined under applicable data protection and privacy laws), the Parties shall enter into a data processing agreement or addendum on terms that comply with applicable data protection and privacy laws.
8.2 Each Party shall comply with all applicable data protection and privacy laws in connection with the performance of its obligations under the Agreement.
8.3 Each Party shall implement and maintain appropriate technical and organizational security measures to protect personal data and Customer Data against unauthorized access, loss, alteration, or destruction, consistent with industry standards and applicable law.
9.1 Company warrants that: (a) the Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards; and (b) Company will maintain during the term of the applicable Order all rights, authorizations, and licenses that are required to provide the Deliverables.
9.2 Customer warrants that: (a) Customer will use the Deliverables only in compliance with all applicable laws and regulations; (b) Customer has all necessary rights in the Customer Data and Customer Materials to permit Company’s use thereof in performing the Services; and (c) Customer shall be responsible for the actions of its employees and Clients and their compliance with the terms of the Agreement.
9.3 EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 9.1 AND 9.2, THE DELIVERABLES ARE PROVIDED “AS IS” AND EACH PARTY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9.4 COMPANY DOES NOT WARRANT THAT THE COGNEE PLATFORM WILL OPERATE UNINTERRUPTED OR ERROR-FREE, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT THE COGNEE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS. COMPANY MAKES NO WARRANTY WHATSOEVER AS TO THE QUALITY, ACCURACY, COMPLETENESS, OR RELIABILITY OF AI-GENERATED OUTPUT PRODUCED BY OR THROUGH THE COGNEE PLATFORM.
10.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 EXCEPT AS PROVIDED IN SECTION 10.3, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY TO THE OTHER PARTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10.3 THE LIMITATIONS SET FORTH IN SECTIONS 10.1 AND 10.2 SHALL NOT APPLY TO: (a) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 6; (b) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (c) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.
10.4 NOTWITHSTANDING SECTION 10.2, FOR CLAIMS ARISING FROM A PARTY’S BREACH OF SECTION 5 (INTELLECTUAL PROPERTY), SECTION 7 (CONFIDENTIALITY), OR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED TWO TIMES (2X) THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.1 Company Indemnification. Company shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, agents, successors, and assigns (the “Customer Indemnified Parties”) from and against any and all third-party claims, demands, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) to the extent arising from any allegation that the unmodified Deliverables (excluding Open-Source Cognee Software, which is governed solely by the Apache 2.0 license) infringe or misappropriate any Intellectual Property Right of a third party, provided that: (a) Customer used the Deliverables in accordance with the Agreement and applicable documentation; (b) Customer provides Company with prompt written notice of the Claim (provided that failure to provide prompt notice shall not relieve Company of its obligations except to the extent it is materially prejudiced thereby); (c) Customer grants Company sole control of the defense and settlement of the Claim; and (d) Customer cooperates with Company in the defense at Company’s expense.
11.2 Exclusions from Company Indemnification. Company shall have no indemnification obligation to the extent a Claim arises from: (a) modifications to the Deliverables made by Customer or any third party without Company’s written authorization; (b) use of the Deliverables in combination with software, hardware, data, or other materials not provided or approved in writing by Company, to the extent the infringement would not have occurred absent such combination; (c) Customer’s use of the Deliverables in a manner not authorized by the Agreement or the applicable documentation; or (d) Customer’s continued use of a prior version of the Deliverables after Company has made a non-infringing update available at no additional charge.
11.3 IP Remedies. In the event of a Claim under Section 11.1, or if Company reasonably believes such a Claim is likely, Company may, at its option and expense: (a) procure for Customer the right to continue using the affected Deliverables; (b) modify or replace the affected Deliverables to make them non-infringing while providing substantially equivalent functionality; or (c) if the foregoing remedies are not commercially reasonable, terminate the applicable Order upon written notice and refund to Customer any prepaid fees covering the period after the effective date of termination.
11.4 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Company and its officers, directors, employees, agents, successors, and assigns (the “Company Indemnified Parties”) from and against any and all Claims to the extent arising from: (a) Customer’s use of the Deliverables in violation of the Agreement or applicable law; (b) Customer Data, including any allegation that Customer Data infringes or misappropriates any third-party right or violates applicable law; (c) any unauthorized representation, warranty, or commitment made by Customer regarding the Deliverables or Company; or (d) the acts or omissions of Customer’s Clients in connection with their use of the Cognee Platform. Customer shall have no indemnification obligation to the extent a Claim arises from Company’s breach of the Agreement.
11.5 Indemnification Procedures. A Party seeking indemnification (the “Indemnified Party”) shall: (a) promptly notify the indemnifying Party (the “Indemnifying Party”) in writing of any Claim for which indemnification is sought (provided that failure to provide prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced thereby); (b) grant the Indemnifying Party sole control of the defense and settlement of the Claim, provided that the Indemnifying Party shall not settle any Claim in a manner that imposes any obligation, restriction, or liability on the Indemnified Party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld; and (c) cooperate with the Indemnifying Party in the defense of the Claim at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense at its own expense with counsel of its own choosing.
11.6 Sole Remedy. This Section 11 states each Party’s sole and exclusive remedy, and the other Party’s sole and exclusive liability, with respect to third-party claims of Intellectual Property infringement.
12.1 Applicability. This Section 12 applies where the Parties have executed a Referral Form. The terms of the applicable Referral Form shall govern the specific commercial terms of the referral arrangement, including the Referral Fee percentage, duration, qualifying conditions, and the direction of referral (whether Company refers customers to Partner, or Partner refers customers to Company).
12.2 Referral Fee. The referring Party shall be entitled to Referral Fees calculated on Net Revenue from Referred Customers, as specified in the applicable Referral Form.
12.3 Payment Terms. The Party owing Referral Fees shall provide the other Party with a written statement (email sufficient) on a quarterly basis, within thirty (30) days after the end of each calendar quarter, setting forth: (a) Net Revenue received from each Referred Customer during that quarter; (b) the Referral Fee amount due; and (c) reasonable detail supporting the calculation. Payment of Referral Fees shall be made within thirty (30) days of the end of each calendar quarter.
12.4 Records and Audit. The Party owing Referral Fees shall maintain accurate records of all Net Revenue from Referred Customers for at least three (3) years. The other Party may, upon at least thirty (30) days’ prior written notice and no more than once per calendar year, engage an independent certified public accountant, subject to customary confidentiality obligations, to audit the relevant records. If an audit reveals an underpayment of more than five percent (5%) of the amount owed for the audited period, the owing Party shall reimburse the auditing Party for the reasonable costs of the audit and shall pay the underpayment amount with interest at the rate of one and one-half percent (1.5%) per month from the date such amount was originally due.
12.5 No Circumvention. Neither Party shall structure or restructure a transaction with a Referred Customer, or allocate revenue, for the primary purpose of avoiding or reducing Referral Fees owed under the Agreement.
12.6 Acceptance of Referrals. Each Party retains sole discretion to accept or reject any referred customer, to determine whether to pursue any business relationship with a referred customer, and to determine all terms and conditions of any resulting engagement. No referral creates any obligation to enter into a business relationship with the referred customer.
12.7 Independent Contractors. The relationship between the Parties under any Referral Form is that of independent contractors. Nothing in the Agreement or any Referral Form shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship. Neither Party has any authority to bind the other or to incur obligations on behalf of the other without prior written consent.
13.1 Term. The term of the Agreement shall be as specified in the applicable Order or Referral Form. These GTC shall remain in effect for so long as any Order or Referral Form referencing them is in effect.
13.2 Termination for Convenience. Where an Order or Referral Form specifies a fixed term (including any renewal term), either Party may terminate such Order or Referral Form for convenience by providing written notice at least thirty (30) days prior to the end of the then-current term; such termination shall take effect upon expiry of that term. Where no fixed term is specified, either Party may terminate the applicable Order or Referral Form for convenience upon thirty (30) days’ prior written notice at any time.
13.3 Termination for Cause. Either Party may terminate the Agreement (or any Order or Referral Form) immediately upon written notice to the other Party if: (a) the other Party materially breaches any provision of the Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach; (b) the other Party becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy protection, or has an involuntary bankruptcy petition filed against it that is not dismissed within sixty (60) days; (c) the other Party engages in fraud in connection with the Agreement; or (d) the breach is not capable of cure, in which case termination shall be effective immediately upon written notice.
13.4 Effect of Termination. Upon termination or expiration of the Agreement or any Order: (a) Customer shall immediately cease all use of the Proprietary Cognee Software and shall uninstall or delete all copies thereof from Customer’s systems (Customer’s rights under the Apache 2.0 license with respect to Open-Source Cognee Software are unaffected); (b) each Party shall return or destroy all Confidential Information of the other Party in accordance with Section 7.4; (c) Customer shall pay all fees accrued and owing through the effective date of termination; and (d) Company shall deliver to Customer any Customer Exclusive Results and Customer Data in Company’s possession. Termination shall not relieve either Party of any obligation that accrued prior to the effective date of termination.
13.5 Survival. The following provisions shall survive any termination or expiration of the Agreement: Sections 2, 5, 6 (with respect to accrued obligations), 7, 9.3, 9.4, 10, 11, 12.4, 13.4, 13.5, 15, 18, 19, 20, and any other provisions that by their nature are intended to survive.
14.1 Neither Party shall be liable for any failure or delay in the performance of its obligations under the Agreement (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemics, pandemics, war, terrorism, civil unrest, labor disputes or strikes, government actions or orders, embargoes, sanctions, failures of internet or telecommunications infrastructure, cyberattacks, and power outages (each, a “Force Majeure Event”).
14.2 The affected Party shall promptly notify the other Party of the Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable.
14.3 If a Force Majeure Event continues for more than sixty (60) days, either Party may terminate the affected Order or Referral Form upon written notice to the other Party, without liability for such termination.
15.1 General. Each Party shall comply with all applicable federal, state, and local laws, rules, and regulations in the performance of its obligations under the Agreement.
15.2 Anti-Corruption. Neither Party shall, directly or indirectly, offer, promise, give, or authorize the payment or giving of anything of value to any government official, political party, or any other person for the purpose of obtaining or retaining business or securing any improper advantage, in violation of the U.S. Foreign Corrupt Practices Act (“FCPA”) or any other applicable anti-bribery or anti-corruption law.
15.3 Export Controls. Each Party shall comply with all applicable U.S. export control laws and regulations, including the Export Administration Regulations (“EAR”) administered by the Bureau of Industry and Security and the International Traffic in Arms Regulations (“ITAR”) administered by the Directorate of Defense Trade Controls. Neither Party shall export, re-export, or transfer, directly or indirectly, any Deliverables, technical data, or other items received under the Agreement to any country, entity, or person to which such export, re-export, or transfer is prohibited without first obtaining all required government authorizations.
15.4 Sanctions. Company represents that, as of the effective date of the Agreement, neither Company nor any of its officers, directors, or, to Company’s knowledge, any of its employees, is a person or entity with whom transactions are prohibited or restricted under sanctions administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”), or any other applicable sanctions authority.
16.1 Company shall not subcontract material portions of the Services to a third-party firm without Customer’s prior written consent, which shall not be unreasonably withheld or delayed. For clarity, Company may engage individual freelancers and contractors in the ordinary course of its business without prior consent, provided that Company remains fully responsible for their work and ensures that each such person is bound by confidentiality and data protection obligations at least as protective as those contained herein.
16.2 Neither Party may assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party. Any purported assignment in violation of this Section shall be null and void. Notwithstanding the foregoing, either Party may assign the Agreement without consent to a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by all terms and conditions of the Agreement and the assigning Party provides written notice of such assignment to the other Party.
16.3 Subject to the foregoing, the Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.
17.1 Company may use Customer’s or Partner’s name, trademark, and logo on Company’s website and in marketing materials solely to identify the other Party as a customer or partner of Company.
17.2 Any use beyond the scope of Section 17.1, including press releases, case studies, and public announcements referencing the other Party, shall require the other Party’s prior written approval (email sufficient).
17.3 Either Party may withdraw its consent for any specific use of its name, trademark, or logo upon written notice, and the other Party shall cease such use within ten (10) business days of receiving such notice.
18.1 Employees. During the term of the Agreement and for a period of twelve (12) months following its termination or expiration, neither Party shall, without the prior written consent of the other Party, directly solicit for employment any employee of the other Party with whom the soliciting Party had material business contact in connection with the performance of the Agreement during the preceding twelve (12) months. This restriction shall not prohibit general employment solicitations not specifically targeted at such employees, including public job postings, use of recruiting firms, or hiring any individual who responds to such general solicitation.
18.2 Referred Customers. During the term of the applicable Referral Form and for a period of twelve (12) months following its termination or expiration, the referring Party shall not, without the prior written consent of the other Party, directly or indirectly solicit any Referred Customer to use any product or service that competes with the Cognee Platform in lieu of the Cognee Platform.
19.1 Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
19.2 Jurisdiction. Any legal action or proceeding arising out of or relating to the Agreement may only be brought in the state or federal courts located in the State of California. Each Party hereby irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to venue in such courts and any claim that such courts are an inconvenient forum.
19.3 Good Faith Negotiation. Before initiating litigation, the Parties shall attempt in good faith to resolve any dispute arising out of or relating to the Agreement through direct negotiation. Either Party may initiate such negotiation by written notice to the other Party, and senior representatives of each Party shall meet (in person or by videoconference) within fifteen (15) business days of such notice to attempt to resolve the dispute.
19.4 Escalation. If the senior representatives are unable to resolve the dispute within thirty (30) days of their first meeting, the dispute shall be escalated to a dispute resolution committee composed of at least one senior officer or appointed representative of each Party, which shall meet within fifteen (15) business days of escalation and shall use good faith efforts to resolve the dispute within thirty (30) days.
19.5 Litigation. If the dispute resolution committee is unable to resolve the dispute within the period specified in Section 19.4, either Party may pursue any legal remedies available to it in accordance with Sections 19.1 and 19.2.
19.6 Injunctive Relief. Notwithstanding Sections 19.3 and 19.4, either Party may seek injunctive or other equitable relief in a court of competent jurisdiction at any time to prevent irreparable harm arising from a breach or threatened breach of Sections 5, 7, 15, or 18, without the need to first pursue the negotiation and escalation procedures set forth above.
19.7 Attorneys’ Fees. In any action or proceeding to enforce rights under the Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses.
20.1 Entire Agreement. The Agreement (consisting of the applicable Order or Referral Form and these GTC) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
20.2 Amendments. No amendment, modification, or waiver of any provision of these GTC or the Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.
20.3 Severability. If any provision of the Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of the Agreement shall continue in full force and effect and be enforceable to the maximum extent permitted by law.
20.4 No Waiver. No failure or delay by either Party in exercising any right, power, or privilege under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
20.5 Relationship of Parties. Nothing in the Agreement shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the Parties. Neither Party has any authority to bind the other Party or to incur any obligations on behalf of the other Party without prior written consent.
20.6 Counterparts and Electronic Signatures. The Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures, including signatures transmitted by email in PDF format, shall have the same force and effect as wet-ink signatures.
20.7 Language. The Agreement is drafted and shall be interpreted in the English language. In the event of any translation, the English-language version shall prevail.
20.8 No Third-Party Beneficiaries. The Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns. Nothing in the Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
20.9 Notices. All notices required or permitted under the Agreement shall be in writing and shall be deemed duly given: (a) upon personal delivery; (b) when sent by email to the address specified in the applicable Order or Referral Form, provided no automated bounce-back or delivery failure notification is received by the sender (in which case notice must be given by another method under this Section); (c) one (1) business day after deposit with a recognized overnight courier service; or (d) three (3) business days after deposit in the U.S. mail, certified or registered, return receipt requested, postage prepaid. Notices shall be sent to the addresses specified in the applicable Order or Referral Form, or to such other address as a Party may designate by written notice.
20.10 Interpretation. The headings in the Agreement are for convenience only and shall not affect interpretation. The words “include,” “includes,” and “including” shall be deemed to be followed by “without limitation.” References to “Section” refer to sections of these GTC unless otherwise specified.
End of General Terms and Conditions.