Terms of Service

Welcome to CogniAgent ("Company," "we," "us," or "our"). By accessing or using our website located at www.cogniagent.in and our AI-powered automation services (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). Please read these Terms carefully before using our Services.

These Terms constitute a legally binding agreement between you ("Client," "User," or "you") and CogniAgent, an AI automation agency incorporated in India and providing services to clients globally, including the United States of America.

CogniAgent provides AI-powered business automation services, including but not limited to:

• Speed to Lead Systems — Automated AI voice agent outreach to inbound leads from Meta/Google advertising, including instant callback, SMS, WhatsApp, and email follow-up sequences
• Lead Reactivation Services — AI-driven outbound calling and multi-channel follow-up to re-engage dormant or previously lost leads
• Inbound AI Receptionist — 24/7 automated inbound call handling, qualification, and appointment booking
• Custom Dashboard Access — Real-time lead tracking, call analytics, outreach status, and pipeline reporting via client-facing dashboards
• System Integration — Connection of third-party platforms including but not limited to Retell AI, N8N, Supabase, Twilio, and CRM systems

Services are described in detail in individual Statements of Work (SOW) or service agreements executed between the parties. These Terms govern all such engagements.

3.1 Compliance with Applicable Law

Client is solely responsible for ensuring compliance with all applicable laws and regulations in connection with the use of our Services, including:

• The Telephone Consumer Protection Act (TCPA) — Client must ensure proper consent has been obtained before any outbound AI calls are placed to their leads
• Do Not Call (DNC) Registry compliance — Client is responsible for scrubbing lead lists against federal and state DNC registries
• Two-Party Consent Laws — In states requiring two-party consent for call recording (including California, Florida, and Illinois), Client must obtain proper consent from all parties
• CAN-SPAM Act and SMS/Email Regulations — Client is responsible for ensuring all email and SMS communications comply with applicable regulations
• State-specific telemarketing laws applicable to Client's jurisdiction and Client's customers' jurisdictions

3.2 Accuracy of Information

Client warrants that all information, data, and content provided to CogniAgent for use in the Services — including lead lists, phone numbers, email addresses, business information, and advertising data — is accurate, lawfully obtained, and does not infringe any third-party rights.

3.3 Lead Data and Consent

Client represents and warrants that all leads provided to the System have consented to be contacted by Client or Client's agents, including AI-powered systems, and that such consent meets the requirements of applicable law.

4.1 Fees

Service fees are specified in the applicable Statement of Work or service agreement. All fees are quoted and payable in United States Dollars (USD) unless otherwise agreed in writing.

4.2 Payment Schedule

Unless otherwise specified in the SOW:

• Setup fees are due upon execution of the service agreement
• Monthly retainer fees are billed in advance at the start of each billing cycle
• Usage-based fees (such as per-call charges or Twilio SMS costs) are billed monthly in arrears
• Payment terms are Net 15 from invoice date

4.3 Late Payments

4.4 Taxes

Fees are exclusive of applicable taxes. Client is responsible for all applicable taxes in their jurisdiction. CogniAgent is responsible for Indian GST and tax compliance on its end. A W-8BEN-E form is available upon request for USA clients requiring documentation for withholding purposes.

5.1 Nature of AI Services

Client acknowledges that AI voice agents are probabilistic systems. CogniAgent will use commercially reasonable efforts to achieve agreed performance metrics, but specific outcomes such as call success rates, lead conversion rates, appointment booking rates, and show-up rates are targets and not guarantees.

5.2 Third-Party Service Dependencies

Our Services rely on third-party platforms including Retell AI, Twilio, N8N, Supabase, and others. CogniAgent is not liable for outages, errors, or changes in pricing or functionality of these third-party services. Client acknowledges and accepts the terms of service of these underlying platforms as applicable.

5.3 Call Recording

6.1 Data Processing

CogniAgent processes Client data, including lead information and call recordings, solely for the purpose of providing the Services. We implement commercially reasonable technical and organizational measures to protect data security.

6.2 Data Ownership

Client owns all lead data, call recordings, and customer information processed through the Services. CogniAgent may use aggregated, anonymized data derived from the Services for product improvement purposes, provided such data cannot be used to identify Client or Client's customers.

6.3 CCPA Compliance

For Clients with customers located in California, CogniAgent acts as a Service Provider under the California Consumer Privacy Act (CCPA). CogniAgent will not sell Client's personal information and will process it only as directed by Client.

6.4 Data Retention and Deletion

Upon termination of Services, CogniAgent will retain Client data for 30 days, after which it will be permanently deleted unless Client requests earlier deletion or applicable law requires longer retention. Call recordings and transcripts accessible via the dashboard will be removed within this period.

6.5 Data Residency

Client data is stored on Supabase infrastructure. Data residency location is subject to Supabase's data residency policies. Clients with specific data residency requirements should notify CogniAgent prior to onboarding.

7.1 CogniAgent's IP

CogniAgent retains all ownership rights in its underlying technology, AI frameworks, automation workflows, prompt engineering methodologies, dashboard technology, and proprietary systems developed prior to or independent of any Client engagement. Nothing in these Terms transfers ownership of CogniAgent's IP to Client.

7.2 Client's IP

Client retains all ownership rights in Client's brand, business information, lead data, and any materials provided to CogniAgent for use in the Services. Nothing in these Terms transfers Client's IP to CogniAgent.

7.3 Custom Deliverables

Where CogniAgent creates custom AI agent scripts, voice personas, or dashboard configurations specifically for Client ("Custom Deliverables"), ownership terms will be specified in the applicable SOW. Absent such specification, Custom Deliverables are licensed to Client on a non-exclusive, non-transferable basis for the duration of the engagement.

8.1 Liability Cap

8.2 Exclusion of Consequential Damages

IN NO EVENT SHALL COGNIAGENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF LEADS, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF COGNIAGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Exceptions

The limitations above do not apply to (i) damages arising from CogniAgent's gross negligence or willful misconduct, (ii) breaches of confidentiality obligations, or (iii) IP infringement claims.

Client agrees to indemnify, defend, and hold harmless CogniAgent, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Client's violation of applicable law, including TCPA, DNC, and two-party consent requirements
• Client's use of the Services in a manner not authorized by these Terms
• Client's provision of inaccurate, unlawfully obtained, or third-party-infringing data
• Any claim by Client's customers or leads arising from Client's business practices

10.1 Term

These Terms are effective from the date Client first accesses the Services and continue until terminated as provided herein.

10.2 Termination for Convenience

Either party may terminate the engagement with 30 days' written notice to the other party. Any fees paid for services not yet rendered will be prorated and refunded.

10.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 15 days of receiving written notice of the breach.

10.4 Effect of Termination

Upon termination: (i) all outstanding fees become immediately due and payable; (ii) Client's access to the dashboard and Services will be suspended; (iii) each party will return or destroy the other's confidential information; and (iv) CogniAgent will provide Client with a final data export upon request within 14 days of termination.

10.5 Non-Solicitation

For a period of 12 months following termination, Client agrees not to directly solicit for employment any CogniAgent employee or contractor who was involved in Client's engagement.

Each party agrees to maintain the confidentiality of the other party's proprietary and confidential information, including but not limited to business strategies, pricing, technology, and customer data. Neither party will disclose such information to third parties without prior written consent, except as required by law. This obligation survives termination of these Terms for a period of 3 years.

12.1 Governing Law

These Terms 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 law provisions.

12.2 Dispute Resolution

Any dispute arising from or related to these Terms shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration will be conducted in English. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

12.3 Exceptions to Arbitration

Either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration, particularly in cases of IP infringement or confidentiality breach.

13.1 Entire Agreement

These Terms, together with any applicable SOW and service agreement, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior negotiations, representations, or agreements.

13.2 Amendments

CogniAgent reserves the right to modify these Terms at any time. Changes will be posted at www.cogniagent.in/terms with an updated effective date. Continued use of the Services after such changes constitutes acceptance of the revised Terms. For material changes, CogniAgent will provide 30 days' advance notice via email.

13.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

13.4 Waiver

Failure by either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

13.5 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, internet outages, third-party platform failures, government actions, or pandemic-related disruptions.

13.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

13.7 Assignment

Client may not assign these Terms or any rights hereunder without CogniAgent's prior written consent. CogniAgent may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

For questions about these Terms of Service, please contact us: