COGS AI TERMS OF SERVICE

Last updated: September 2023

1.WELCOME TO COGS AI

1.1 What these terms cover. This document and any documents referred to within it (collectively, the "Terms of Service") set out the terms of your relationship with us when you access and use our website (www.cogs-ai.com) (our "Website") or use our mobile app (our “Mobile App”) (together, our “Services”).
1.2 Why you should read them. It is important that you read and understand the Terms of Service before using our Services. You must accept these Terms of Service before you sign up for, use or access our Services. If you do not agree to these Terms of Service, you cannot use our Services. If there is anything within the Terms of Service that you do not understand, please contact us to discuss what this means for you.
1.3 Who we are. Our Services is operated by Cogs AI Ltd, a company registered in England and Wales (company number: 13546667) with its registered address at 25 Delphini Apartments 10 St. Georges Circus, London, England, SE1 8EH (“Cogs”, “we”, “our” or “us”).
1.4 Updates to these terms. The current version of the Terms of Service contains the only terms and conditions that apply to our relationship with you. Older versions of the Terms of Service will no longer apply to our relationship and will be completely replaced by the current version.

2. PRIVACY

Your privacy is important to us. Please read our Privacy Policy to understand how we collect, use and share information about you.

3. YOUR RIGHTS TO USE OUR SERVICES

Eligibility. 

3.1 You must be at least 18 years old and be capable in your country of residence of entering into a legally binding agreement in order to sign up to use our Services on behalf of yourself and/or your child. Our Services are designed to help neurodivergent people improve different facets of their lives.
3.2 The Services are not diagnostic tools. If you are unsure of whether you or your child are neurodivergent, please consult a doctor before using the Services.
3.3 For urgent mental health support, please consult your doctor.
3.4 You must have registered for and created a user account with us to be able to access our Platform. You agree not to create an account to use the Platform or otherwise use our Website if you have been previously removed by us, or if you have been previously banned by us.
3.5 Our Services may only be used by individual consumers for their personal and private use and for the personal and private use of their children, and you are not permitted to give your right to use the Services to any other person. You are not permitted to use our Services for any commercial, business, or for-profit purpose.
3.6 You are responsible for ensuring that any information that you provide to us is accurate and up to date.
3.7 Your right to use our Services does not stop us from giving other people the right to use our Services.
3.8 You agree that you have no rights in or to any portion of our Services other than the right to use our Services in accordance with the Terms of Service.

Restrictions and User Content

3.9 The materials and content comprising our Services belong to us or our third party licensors and, subject to your payment of any Subscription Fees in accordance with section 4 below, we give you permission to use these materials and content for the sole purpose of accessing and using our Services in accordance with the Terms of Service.
3.10 Any material you or Authorised Users upload, submit or contribute to the Services including in order to use any features we offer from time to time (including text, audio and images) ("User Content") must comply with any content standards that we notify you of from time to time.
3.11 By submitting User Content to the Platform, you confirm and agree that:

a) you are responsible for backing up and securing your User Content; and

b) you are responsible for backing up and securing your User Content; and

c) you have the right to use and submit your User Content to the Services.

3.12 Your responsibility for your children. If you sign up to our Services on behalf of your child, you:

a) shall ensure that your child acts in compliance with these Terms of Service;

b) shall be responsible to us for the acts and omissions of your child in connection with their use of our Services or breach of the Terms of Service; and 

c) are responsible for maintaining the confidentiality of login details for you and your child’s user account(s) and for any activities that occur under your and your child’s user account(s), including the activities of your child. 

3.13 Rights you grant us to your User Content. As between Cogs and you, you are the owner or licensee of your User Content. By submitting User Content to the Platform, you give us permission to use and store such User Content (anywhere in the world and on a royalty-free basis) to maintain, provide, develop and improve our Services and other products and features we may offer from time to time (including by sharing the User Content with our third party partners for data analysis). This is carried out with strict access controls and policies in place to protect your privacy – please read our Privacy Policy for further information on how we process and protect your personal data.

4. MEDICAL DISCLAIMERS

4.1 Cogs is not a licensed medical care provider and our Services should not be used to diagnose, treat, prevent, or otherwise address any medical problem or condition, or to prescribe medications or treatments, and the information provided through the Services is provided for informational purposes only and not as medical advice.
4.2 Our Services are not a substitute for other medical or mental health treatment. Do not make any changes to your or your child’s medications or treatment plan without consulting a doctor or mental health professional. If you or your child receive advice from a doctor or other medical professional which conflicts with anything contained in the Services, then the advice of the doctor or medical professional should take precedence.
4.3 Cogs and the Services do not provide emergency services.
4.4 You acknowledge that the Services are a self-help system and you (and not Cogs) are solely responsible for deciding which of the techniques suggested by the Services you or your child put into practice and how to apply those techniques. We are not responsible for the effectiveness or correct use of the Services by you or your child.
4.5 If you or your child have any mental health condition including (but not limited to) depression, bipolar disorder or schizophrenia, you should consult your doctor before using our Services.
4.6 If you notice a worsening of your or your child’s mental wellbeing, please consult a mental health professional immediately and do not continue to use the Services before seeking medical advice. 

5. FEES AND PAYMENT

5.1 Pricing. In order to gain access to and use of the Services, you must sign up for a subscription ("Subscription") for the relevant fee(s) ("Subscription Fee") on our Website or App and pay the Subscription Fee in accordance with these Terms of Service. The Subscription Fee and availability of Subscriptions will be displayed on our Website and App and are subject to change at any time prior to purchase. Subscription Fees are non-refundable unless otherwise stated in the Terms of Service.
5.2 Billing. When you sign up for a Subscription, you will receive access to the Services on a free trial ("Free Trial") basis for seven (7) days commencing on the first date of your Subscription ("Free Trial Period"). You can cancel your Free Trial through the Mobile App or through the Mobile App Store through which you purchased your Subscription, at any time before your Free Trial Period ends. Once your Free Trial Period ends, and if you did not cancel your subscription during the Free Trial Period we will start billing you for the Subscription Fees, and you will have access to the Services on a continuing basis unless you cancel. Subscription Fees are automatically charged at the start of each monthly or annual billing period (depending on which subscription model you subscribed to) for the duration of your Subscription unless you cancel it. You may be charged no more than 24 hours before the beginning of each billing period.
5.3 Cancellation. You may cancel a Subscription at any time before the end of the applicable billing period by completing the cancellation process on the Website, the Mobile App, or the Mobile App Store through which you purchased your Subscription, and the cancellation will apply to and from the next period. For example, if you purchase a monthly Subscription, you may cancel that subscription at any time during any month of the Subscription, and the Subscription will be cancelled as of the following month. You will not receive a refund for the current billing period. 
5.4 Withdrawal Rights for Digital Content. Withdrawal Rights for Digital Content. As a consumer, you have an automatic statutory right to withdraw from a contract for the purchase of a digital content and services for any reason within 14 days of entering into the contract. However, when you purchase a Subscription, you agree that the Services and Cogs’ digital content will be available to you immediately, and you acknowledge that as a result you waive your automatic statutory right of withdrawal. See section 5.2 above regarding your Free Trial and section 5.3 above regarding your cancellation rights. 
5.5 All Subscription Fees stated or referred to in these Terms of Service are:

a) listed in the currency stated at the point of payment on our Website or Mobile App; and

b) inclusive of value added tax and any other applicable sales or goods tax. 

5.6 Payment providers. We may use a third party payment processing provider (e.g. Stripe) to process payments, or charge your third-party payment processing account associate (including your account with the Mobile App Store from which you download the Mobile App) and your use of such third party's services is subject to their terms and conditions. We do not process or store any of your financial information. 
5.7 Changes to Subscription Fees. When you purchase a Subscription, you will initially be charged the Subscription Fees applicable at the time of your agreement to subscribe. We may change the price of your Subscription at a later date, but we will always give you at least 30 days' prior written notice. Any change will apply to the next payment due from you after the notice, provided that you have been given at least 30 days' prior notice before the charge is made. If you do not wish to pay the amended Subscription Fees, you may cancel the Subscription as described in section 5.3 above, and you will not be charged further Subscription Fees, provided you have notified us before the end of the current billing period.

6. MOBILE APP STORE TERMS

6.1 This section 6 applies when you download our Mobile App and use our services through it.
6.2 These Terms of Service set out the terms of your agreement with us, and do not apply to your relationship with Apple, Inc, Google Ireland Limited or any other provider of a mobile app store or distribution platform (a “Mobile App Store”) from which you download the Mobile App (the "Store Provider").
6.3 Cogs, and not the Store Provider, will be solely responsible for the Services, any content that Cogs makes available through the Services and any support or maintenance in respect of the Services. The Store Provider will have no obligation to provide any maintenance or support services with respect to the Services.
6.4 Cogs, not the Store Provider, will be solely responsible if the Services do not comply with any warranties or other promises (including any promises made in respect of their functionality, suitability or fitness for purpose). To the maximum extent permitted by law, the Store Provider will not be responsible to you for any claims in relation to the Mobile App.
6.5 In the event of any claim that the Services infringe another person's intellectual property rights, Cogs, not the Store Provider, will be solely responsible for investigating, defending, settling or otherwise dealing with any such intellectual property infringement claim.
6.6 You acknowledge that you are not:

a) located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and/or

b) listed on any U.S. Government list of prohibited or restricted parties.

6.7 Each Store Provider (and members of its corporate group) is a third party beneficiary under these Terms of Service and has the right to enforce these Terms of Service against you.  

7. ENDING OUR RELATIONSHIP

Your right to end our relationship. 

7.1 The Terms of Service take effect from when you first use our Services and will remain in effect until terminated.
7.2 If at any time you do not feel that you can agree to the Terms of Service or any changes made to the Terms of Service or our Services, you must immediately stop using our Services.
7.3 You can cancel your subscription at any time. Please read section 5.3 above for more information.

Our right to end our relationship. 

7.4 If we determine that you have (or your child has) clearly, seriously or repeatedly breached the Terms of Service, we may suspend or permanently disable your (and their) access to our Services and/or terminate your Subscription. We may also disable or delete your account (including your child’s account) or terminate your Subscription if you or your child repeatedly infringe other people's intellectual property rights or where we are required to do so for legal reasons.
7.5 We may also withdraw our Services or terminate your Subscription for any reason as long as we give you at least 30 days' written notice that we plan to do this. If we terminate your Subscription in accordance with this section, we will provide a refund or partial refund of any pre-paid Subscription Fees in respect of any period falling after the date of termination.

What happens if you or we end our relationship. 

7.6 If we suspend, disable or terminate your use of our Services or we withdraw our Services as described in this section 7, we may delete or modify any information we hold about you or your child, and you and your child’s accounts. You and your child may also lose any rights you have to use our Services. 
7.7 If you cancel your Subscription, we reserve the right to delete your and your child’s account after 90 days from the date your cancellation takes effect. Please see our Privacy Policy for further details on how long we keep your personal information for.
7.8 We will not offer you any other compensation for any losses incurred by you on our ending of your right to use our Services. 

8. OUR RESPONSIBILITY TO YOU

8.1 Our responsibility. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms of Service, we are responsible for loss or damage you suffer that is a foreseeable result of our breaching these Terms of Service or our failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen.
8.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. Nothing in the Terms of Service is intended to exclude or limit our liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; or (other than your waiver of your automatic statutory right of withdrawal in section 5.4) affect your statutory rights in the laws in your country of residence.
8.3 Limits on liability. We will exercise reasonable care and skill in providing our Services to you but, due to the nature of the internet and technology, our Services are provided on an "as available" and "as is" basis. This means that we are unable to promise that your use of our Services will be uninterrupted, without delay, error-free, or meet your expectations and we do not give any commitment relating to the performance or availability of our Services in these Terms of Service and, to the extent we are able to do so, we exclude any commitments that may be implied by law.
8.4 Security. We care about the integrity and security of your personal information and User Content. However, we cannot guarantee that unauthorised third parties will never be able to defeat our security measures or use your personal information or User Content for improper purposes.
8.5 Links to other websites or services. The Services may contain links to websites or other services that we do not own or control. We bear no responsibility for the content or practices of any such websites or services. 

9. RESOLVING DISPUTES

9.1 Disputes between you and us. If you have a dispute with us relating to our Services, in the first instance please contact us at support@cogs-ai.com and attempt to resolve the dispute with us informally. In the unlikely event that we are not able to resolve a dispute informally, we will discuss and agree with you the most effective way of resolving the dispute.
9.2 Governing law. These Terms of Service are governed by English law and (subject to section 9.1 above) wherever you live you can bring claims against us in the English courts. If you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. We can claim against you in the courts of the country you live in.

10. CHANGES TO OUR SERVICES

10.1 We are constantly updating and improving our Services to try and find ways to provide you with new and innovative features and services. Improvements and updates are also made to reflect changing technologies, tastes, behaviours and the way people use the Internet and our Services.
10.2 In order to do this, we may need to update, reset, stop offering and/or supporting a particular part of our Services or feature relating to our Services ("changes to our Services"). These changes to our Services may affect your past activities on our Services and features that you use ("service elements"). Any changes to our Services could involve your service elements being deleted or reset.
10.3 You agree that a key characteristic of our Services is that changes to our Services will take place over time and this is an important basis on which we grant you access to our Services. Once we have made changes to our Services, your continued use of our Services will show that you have accepted any changes to our Services. You are always free to stop using our Services.
10.4 We will try, where possible and reasonable, to contact you to let you know about any significant changes to our Services.

11. CHANGES TO THE DOCUMENTS

11.1 We may revise these Terms of Service from time to time but the most current version will always be on our Website and Mobile App.
11.2 Changes will usually occur because of new features being added to our Services, changes in the law or where we need to clarify our position on something.
11.3 We will try, where possible and reasonable, to notify you about any significant changes to any of the documents referred to in the Terms of Service. We may contact you through our Services (for example by asking you to accept the changes before you continue to use our Services) or via a separate email. However, sometimes changes will need to be made immediately and if this happens, we will not give you any notice.

12. OTHER IMPORTANT TERMS

12.1 Third party rights and transfer. A person who is not a party to the Terms of Service may not enforce any of its terms. All of our rights and obligations under the Terms of Service are freely assignable or otherwise transferable by us in connection with a merger, acquisition or sale of assets, or by operation of law or otherwise.
12.2 Entire agreement. The Terms of Service make up the entire agreement between you and Cogs regarding your use of our Services. They supersede any prior agreements.
12.3 Invalidity of terms. If a court or other authority decides that some of the Terms of Service are unlawful, the rest will continue to apply.
12.4 Delays. If you do not comply with the Terms of Service and we do not take action immediately, this does not mean we have given up any right we have and we may still take action in the future.

13. CONTACT AND FEEDBACK

13.1 If you need to contact us in relation to the Terms of Service or any other document mentioned in them, please email us at support@cogs-ai.com
13.2 If we have to contact you, we will do so by writing to you at the email address associated with your account or by other legally permitted means. Please ensure your details are kept up to date. When we use the words “writing” or “written” in these terms, this includes emails.
13.3 We value hearing from our users and are always interested in learning about ways we can improve our Services. By providing your feedback you agree that you are giving up any rights you have in your feedback so that we may use and allow others to use it without any restriction and without any payment to you.