CognoCogno Terms of Service (English Version / Delaware Law)
Version: v5.1 Effective Date: May 18, 2026 Last Revised: May 29, 2026
These Terms of Service (the "Terms") govern your use of "Cogno" (the "Service") provided by Genaxis Inc., a Delaware corporation ("Company," "we," "us," or "our"). By accessing or using the Service, you ("Customer" or "you") agree to be bound by these Terms.
The Service is available to corporations, sole proprietors, and individuals.
This English version of the Terms is the controlling version. Translations into Japanese or other languages may be provided for reference only; in case of any discrepancy, the English version prevails.
â ïž Note: A separate Japanese-language Terms of Service governed by Japanese law is offered to Customers based in Japan. Customers must accept one version at the point of registration. The version accepted at registration governs the relationship for that Customer.
1. Definitions
In these Terms, the following terms have the following meanings:
1.1 "Customer" means a corporation, sole proprietor, or individual that has entered into a service agreement with the Company.
1.2 "Consumer Customer" means a Customer who is an individual entering into the agreement otherwise than for business purposes (and where applicable, a "consumer" as defined in Article 2, Paragraph 1 of the Consumer Contract Act of Japan).
1.3 "Business Customer" means a Customer other than a Consumer Customer (corporations and sole proprietors).
1.4 "End User" means an individual, including an employee, contractor, or other natural person, whom the Customer permits to use the Service.
1.5 "Customer Data" means all data that Customer or End Users input, upload, integrate, or transmit to the Service, including data acquired from integrated third-party services such as Slack, GitHub, Google Workspace (including Google Meet, Google Drive, Google Calendar, and Google Sheets), Notion, Microsoft Teams, and other integrated services.
1.6 "Integrated Service Data" means the portion of Customer Data that is acquired from third-party integrated services via APIs or other integration features.
1.7 "AI Output" means any text, task, summary, judgment, notification, or other content that the Service generates or proposes by processing Customer Data.
1.8 "Subprocessor" means a third-party business engaged by the Company to provide the Service, including Anthropic, PBC, OpenAI, OpenAI Global, LLC, other AI providers, and cloud infrastructure providers.
2. The Service
2.1 The Service is an AI-powered workspace providing task management, planning support, reminders, prioritization, delegation to external AI agents, monitoring and summarization of integrated services, and similar features.
2.2 AI Output is supplemental information only. The Company does not warrant the accuracy, completeness, usefulness, or fitness for a particular purpose of any AI Output.
2.3 All final decisions and actions taken using the Service are the sole responsibility of the Customer.
2.4 The Company may improve or modify the Service's features, specifications, and user interface at its discretion.
3. Formation of Service Agreement
3.1 A service agreement is formed when an applicant submits a request through the Company's prescribed method and the Company accepts the request.
3.2 The Company may decline applications containing false information, applications from parties that previously breached these Terms, and applications the Company deems inappropriate.
3.3 If a Consumer Customer is a minor, the Customer shall use the Service only with the consent of a parent or other legal guardian.
4. Account Management
4.1 Customer shall securely manage account information (ID, password, API keys, etc.) at its own responsibility.
4.2 Customer shall not disclose, lend, or share account information with any third party.
4.3 The Company is not liable for damages caused by unauthorized use of accounts attributable to Customer's fault.
4.4 Customer shall promptly notify the Company upon discovering any leakage or unauthorized use of account information.
5. Fees and Payment
5.1 Customer shall pay the fees ("Fees") that the Company specifies on its website, in the application screen, or in an individual quotation, using the payment method the Company designates.
5.2 Payment is by credit card via Stripe by default. Bank transfer and other methods are permitted only by separate agreement.
5.3 Fees are charged in advance, monthly or annually depending on plan.
5.4 Fees are stated in U.S. dollars unless otherwise indicated. Applicable consumption tax, value-added tax, withholding tax, and other public charges ("Applicable Taxes") are not included in Fees and are borne by Customer.
5.5 If Customer fails to pay on time, the Company may charge late interest at 14.6% per annum during the delay and, upon prior notice, suspend all or part of the Service.
5.6 Paid Fees are non-refundable except as expressly provided herein or when the Company materially fails to provide the Service due to its own gross negligence or willful misconduct. Consumer Customers may claim refunds to the extent permitted under the Consumer Contract Act of Japan or other applicable mandatory laws.
5.7 The Company may revise Fees with 30 days' prior notice. If Customer does not agree to the revised Fees, Customer may terminate the agreement at the next renewal date.
6. Term and Termination
6.1 The term of this agreement is as specified at signup or by separate agreement ("Term").
6.2 Unless either party gives notice of non-renewal at least 30 days before the end of the Term, the agreement automatically renews on the same terms.
6.3 Customer may terminate by notice in the Company's prescribed manner: for monthly plans, by the day before the next renewal; for annual plans, at least 30 days before the end of the Term.
6.4 No refund is provided for early termination by Customer.
6.5 Either party may terminate for cause if the other materially breaches these Terms and fails to cure within a reasonable cure period after written notice.
7. Prohibited Activities and End User Management
7.1 Customer and End Users shall not, in connection with the Service:
(a) violate any law or public order; (b) infringe the rights or interests of others; (c) interfere with the operation of the Service; (d) engage in unauthorized access, reverse engineering, source code analysis, replication, modification, or redistribution; (e) use the Service to develop competing AI services or competing products; (f) place an excessive load on the Service (automated scraping, mass requests, etc.); (g) transmit malware, malicious code, or illegal content to the Service; (h) transfer, lend, or sell Service accounts to any third party; (i) use the Service in a manner that violates the terms of integrated services (Slack API Terms, Google API Services User Data Policy, GitHub Terms of Service, etc.); or (j) engage in any conduct the Company deems inappropriate.
7.2 Business Customers shall require End Users to comply with these Terms and are responsible for End Users' compliance.
8. Intellectual Property and Customer Data
8.1 All intellectual property in the Service and related materials belongs to the Company or its licensors. These Terms do not transfer any such rights to Customer.
8.2 Customer retains all rights in Customer Data.
8.3 Customer grants the Company a license to use, copy, process, and disclose to Subprocessors Customer Data to the extent necessary to provide, operate, maintain, improve, troubleshoot, and support the Service.
8.4 The Company's treatment of Customer Data for AI model training is as follows:
(a) The Company will not use Customer Data to train or improve the Company's or any third party's general-purpose AI models.
(b) Integrated Service Data (data acquired from Slack, Google Workspace, GitHub, Notion, Microsoft Teams, and similar services) will not be used to train any AI model, with or without Customer's consent. This is an obligation under the Slack API Terms, Google API Services User Data Policy, and similar third-party terms.
(c) Notwithstanding the foregoing, only upon Customer's express written consent through the Company's prescribed method may the Company use data within Customer's dedicated workspace (excluding Integrated Service Data) to fine-tune a model or personalize agents dedicated to that Customer.
8.5 To the extent permitted by applicable law, Customer owns AI Output. The Company makes no representation that AI Output does not infringe the rights of third parties.
8.6 The Company may use Customer Data, after fully anonymizing and aggregating it so that no individual Customer or specific organization can be identified, solely to improve the quality of the Service and to develop new features. Such data will not be used for marketing, advertising, sale to third parties, or training of any AI model. Integrated Service Data is excluded from this Section 8.6 entirely and will not be used for these purposes even in anonymized form.
9. Confidentiality
9.1 Each party shall keep confidential any information disclosed by the other that is marked confidential or that by its nature should be treated as confidential, and shall not use such information for purposes other than this agreement.
9.2 The obligations in Section 9.1 survive termination for three (3) years.
9.3 The Company treats Customer Data as Customer's confidential information and shall not use it other than as permitted under these Terms.
10. Data Protection
10.1 The Company handles Customer Data in accordance with the Act on the Protection of Personal Information of Japan (APPI), the EU General Data Protection Regulation (GDPR), and other applicable laws.
10.2 The Company may transmit or entrust Customer Data to the following categories of Subprocessors to the extent necessary to provide the Service. An up-to-date list of Subprocessors (including legal name, country of operation, services provided, and nature of data handling) is maintained at cogno.studio/subprocessors:
- AI model providers: Anthropic, PBC; OpenAI, OpenAI Global, LLC; and others
- Cloud infrastructure providers
- Authentication and database platform providers
- Monitoring and logging providers
- Payment processors
10.3 The Company shall impose on each Subprocessor confidentiality and data protection obligations no less stringent than these Terms. When adding new Subprocessors, the Company will update the subprocessor list and provide notice via its website or to Customers.
10.4 Some Customer Data may be transmitted to Subprocessors' service regions (including the United States). Details of the destination countries, applicable data protection regimes in each, and the safeguards the Company and Subprocessors implement (e.g., standard contractual clauses, encryption, access controls) are posted at the subprocessor list referenced in Section 10.2. By using the Service, Customer consents to such cross-border transfers.
10.5 The Company will, upon becoming aware of any leakage, loss, destruction, or other security incident involving Customer Data, promptly (with a target of within seventy-two (72) hours of discovery) notify the affected Customer and provide the scope, cause, and remedial measures. The Company will comply with applicable law regarding any required notifications to regulatory authorities.
10.6 Customer may export Customer Data through the Company's prescribed method within thirty (30) days after termination. After that period, the Company will, within a reasonable time (target: ninety (90) days), delete Customer Data from production and normal operational backup environments, except for data subject to a statutory retention obligation.
11. AI Output Disclaimers
11.1 Due to the current limitations of AI technology, AI Output may contain factually incorrect content (so-called hallucinations), inaccurate content, or biased content.
11.2 Customer shall not adopt AI Output without verification, and shall verify AI Output using its own judgment and at its own responsibility before use.
11.3 The Company makes no warranty regarding the content of AI Output, decisions made by Customer based on AI Output, or that AI Output does not infringe the rights of third parties.
11.4 The Service does not provide medical, legal, tax, financial-investment, or other professional advice. For such matters, Customer must consult an appropriately qualified professional.
12. Service Levels
12.1 The Company strives to provide the Service stably but does not warrant any uptime or other service level, except as separately agreed in writing with Customer.
12.2 The Company may temporarily suspend the Service for maintenance, updates, or other reasons. Planned suspensions will be communicated with reasonable advance notice.
13. Disclaimers and Limitation of Liability
13.1 THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
13.2 Limitation for Business Customers. The Company's total aggregate liability to a Business Customer for damages caused by reasons attributable to the Company shall not exceed the total Fees the Business Customer actually paid to the Company during the twelve (12) months immediately preceding the event giving rise to the liability.
13.3 Limitation for Consumer Customers. The Company's total aggregate liability to a Consumer Customer for damages caused by reasons attributable to the Company shall not exceed the total Fees the Consumer Customer actually paid to the Company during the twelve (12) months immediately preceding the event giving rise to the liability. However, this cap does not apply to damages caused by the Company's willful misconduct or gross negligence, including to the extent such limitation cannot be excluded under the Consumer Contract Act of Japan or other applicable mandatory laws.
13.4 The Company shall not be liable for lost profits, lost business opportunities, loss of data, or indirect, special, consequential, or exemplary damages.
13.5 Notwithstanding the foregoing, none of the provisions of this Section 13 shall apply to a Consumer Customer to the extent that any such provision is contrary to Articles 8, 8-2, 8-3, 9, or 10 of the Consumer Contract Act of Japan, or any other mandatory law.
14. Force Majeure
14.1 The Company is not liable for any failure or delay in performing the Service caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, epidemics, government orders, third-party (including Subprocessor) failures, communication line failures, or cyber attacks.
14.2 If such circumstances continue for more than sixty (60) days, either party may terminate this agreement by written notice.
15. Anti-Social Forces
15.1 Each party represents and warrants that it does not belong to, and has no relationship with, organized crime groups, members of such groups, persons associated with such groups, racketeers, persons claiming to act for social or political causes for improper purposes, special-knowledge violence groups, or persons equivalent to the foregoing ("Anti-Social Forces").
15.2 If either party breaches Section 15.1, the other party may immediately terminate this agreement without notice and seek damages.
16. Service Changes and Discontinuation
16.1 The Company may change the Service within a reasonable scope.
16.2 If the Company discontinues all or part of the Service, it will notify Customer at least ninety (90) days before the discontinuation date.
16.3 The Company's liability for damages caused by discontinuation is limited as set forth in Section 13.
16.4 In the case of complete discontinuation, the Company will refund Fees corresponding to the unused portion of the Term on a pro rata basis.
17. Amendment of Terms
17.1 The Company may amend these Terms in accordance with applicable law.
17.2 Minor amendments take effect upon posting the amended Terms on the Company's website or within the Service.
17.3 For material amendments adverse to Customer, the Company will notify Customer of the amendment and its effective date at least thirty (30) days before the effective date. If Customer does not agree to the amendment, Customer may terminate this agreement before the effective date.
18. Notices
18.1 Notices from the Company to Customer may be given by email to Customer's registered email address, by display within the Service, or by posting on the Company's website.
18.2 Notices from Customer to the Company shall be given by email to the Company's designated contact (e.g., sales@genaxis.jp).
19. Assignment
Customer may not assign, transfer, encumber, or otherwise dispose of its rights or obligations under this agreement, in whole or in part, without the Company's prior written consent.
20. Severability
If any provision of these Terms (or any part of any provision) is found invalid or unenforceable by applicable law, the remaining provisions (and the remaining part of such provision) shall continue in full force and effect.
21. Survival
The following provisions survive termination: Section 7 (Prohibited Activities and End User Management), Section 8 (Intellectual Property and Customer Data), Section 9 (Confidentiality), all of Section 10 (Data Protection), Section 11 (AI Output Disclaimers), Section 13 (Disclaimers and Limitation of Liability), Section 14 (Force Majeure), and Sections 18 through 22.
22. Governing Law and Dispute Resolution
22.1 Governing Law. These Terms, and any dispute or claim arising out of or relating to these Terms or their subject matter, shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods (the Vienna Sales Convention) shall not apply.
22.2 Informal Resolution. Before bringing a formal claim, the parties shall first notify each other in writing and attempt in good faith to resolve the dispute by negotiation. If the dispute is not resolved within thirty (30) days of such written notice, either party may proceed under the following provisions.
22.3 Arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms (including the existence, validity, interpretation, performance, breach, or termination of these Terms) that is not resolved under Section 22.2 shall be finally settled by arbitration administered by the Japan Commercial Arbitration Association (JCAA) under its Commercial Arbitration Rules. The seat of arbitration shall be Tokyo. The arbitration shall be conducted in English by one (1) arbitrator. The arbitral award shall be final and binding on the parties.
22.4 Consumer Customer Carve-out. Notwithstanding Section 22.3, a Consumer Customer is not required to submit a dispute to arbitration to the extent that such requirement is unenforceable under the Consumer Contract Act of Japan or other applicable mandatory consumer protection laws of the Consumer Customer's place of residence. A Consumer Customer retains all rights to bring claims in the courts of competent jurisdiction at the Consumer Customer's place of residence to the extent guaranteed by such mandatory laws.
22.5 Carve-outs. Notwithstanding Sections 22.3 and 22.4, either party may (a) bring an individual claim in a small claims court of competent jurisdiction, or (b) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.
22.6 Jurisdiction for Non-Arbitrable Matters. For matters not subject to arbitration under these Terms, the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, United States of America, subject to Section 22.4 with respect to Consumer Customers.
22.7 Class Action Waiver. To the fullest extent permitted by law, dispute resolution proceedings shall be conducted on an individual basis only and not as a class, consolidated, or representative action.
22.8 Mandatory Local Law. Nothing in these Terms shall exclude or limit any right that Customer has under the mandatory laws of Customer's country of residence that cannot be waived by agreement. For Customers located in Japan, the Act on the Protection of Personal Information, the Consumer Contract Act, and other mandatory Japanese laws apply to the extent legally required.
Effective: These Terms first took effect on May 18, 2026 and were last revised on May 29, 2026 (v5.1).
Genaxis Inc. Delaware, United States of America Contact: sales@genaxis.jp