Terms of Service

These Terms of Service ("Terms") are an agreement between you and AskCogi ("AskCogi", "we", "us" or "our"). They govern your use of:

our website, including askcogi.com, askcogi.ai and askcogi.net (the "Site"); and
Cogi, our AI business partner for restaurants and bars, including its apps, briefings, alerts, reports and pilots (the "App").

The Site and the App are together the "Service". Some parts of the Service have extra terms shown where you use them, such as an order form or checkout page. Those terms are part of these Terms.

The Service is for businesses. If you use it for a business, you confirm that you are at least 18 years old and that you can accept these Terms for that business. By using the Service, or by clicking a button or checking a box that refers to these Terms, you agree to them. "You" means you and that business. If you do not agree, do not use the Service.

If you signed an order form or a separate agreement with us, that document controls wherever it differs from these Terms.

IMPORTANT: PLEASE READ SECTION 19 CAREFULLY. It requires most disputes to be resolved by binding individual arbitration instead of in court, and it waives class actions and jury trials. You can opt out within 30 days, as explained in Section 19.

1. What Cogi does

Cogi connects to the systems your restaurant already uses, reads your data and tells you, in plain words, where money is leaking and what you could do about it. It answers questions, sends briefings and alerts, and prepares reports.

Cogi reads and suggests. You decide. Cogi does not pay bills, place orders, send disputes or change anything in your systems unless you approve it first.

2. Cogi is not professional advice

Cogi gives business information, not accounting, tax, legal, financial or employment advice. Its answers come from your data and from AI models, and they can be incomplete or wrong. Each answer shows the numbers behind it and how sure Cogi is. Check important numbers before you act on them, and talk to your accountant or advisor for professional advice. Using Cogi does not create a professional-client relationship. You are responsible for the decisions you make.

3. Your account and connections

Creating an account. Give us accurate information and keep it current. Some parts of the Service may be invite-only.

Security. Keep your login details safe. You are responsible for activity under your account. Tell us right away at hello@askcogi.ai if you think someone else has used your account.

Your team. You decide who on your team gets access and which role each person has. You do not share your login with people outside your business.

Connections. When you connect a system such as your POS, accounting, bank, payroll or inventory software, you give us permission to read data from it for you. You confirm that you have the right to give us that access. You can disconnect a system at any time.

People's information. Some of your data may be about other people, such as employees' hours and pay, or guests. You are responsible for having the right to share it with us and for giving them any notice the law requires.

4. Your data

You own your business data and the content you add to the Service ("Your Data"). You give us a worldwide, non-exclusive, royalty-free license to host, store, copy, process and display Your Data only as needed to provide, secure, support and improve Cogi for you, and as described in our Privacy Policy. You confirm that you have the rights needed to give us Your Data and that it does not break the law or anyone's rights.

We do not show Your Data to other customers. When your account ends, you can export your data, and we delete it within 30 days unless the law requires us to keep part of it.

5. Pilots, plans and fees

Your price, plan and pilot length are shown on your order form or checkout page.
Plans renew each month unless your order form says otherwise. You can cancel any time, and the cancellation takes effect at the end of the current billing period.
You agree to pay the fees shown on your order form or checkout page, on the schedule shown there.
Payments are processed by the payment processor shown at checkout or on your invoice, under its terms. You authorize us to charge the payment method you provide.
Prices are in US dollars. Fees do not include taxes. You pay any sales or similar taxes that apply.
We may change prices for future periods. We will tell you at least 30 days before a price change affects you.
Except for the guarantee below or where the law requires, fees already paid are not refunded.

6. The 5x ROI pilot guarantee

If Cogi does not find at least five times what you paid for your pilot within the 90-day pilot period, we refund everything you paid for the pilot.

How it works:

What counts: money Cogi identifies during the pilot that you confirm in your account. This includes overcharges, double payments, refunds you were owed, cost increases you were not told about, and savings Cogi recommends that you accept. We count each item once, at the amount shown in your weekly report.
What you need to do: connect your POS and your accounting system within 7 days of the pilot start, keep those connections active during the pilot, and review your weekly report.
How to claim: email hello@askcogi.ai within 30 days after the pilot ends. We will compare the total confirmed in your reports with the fees you paid, and send any refund to your original payment method within 30 days.
Limits: the guarantee covers pilot fees only. It does not cover fees after the pilot or other services. It applies once per business.

This guarantee is the only promise of results we make. See Section 13 and our Disclaimers.

7. Acceptable use

License. Subject to these Terms, we give you a limited, non-exclusive, non-transferable, revocable license to use the Service for your own business and for its intended purpose.

Restrictions. Do not:

use Cogi to break the law or to harm anyone, including breaking privacy, employment, consumer protection or anti-spam laws;
connect systems or data you do not have the right to use;
try to get into other customers' data, probe the Service for weaknesses or test our security without our written permission, bypass security or rate limits, or interfere with the service;
upload malware or unlawful, infringing, deceptive or harmful content;
copy, resell, rent, sublicense or reverse engineer Cogi (except where the law allows it), scrape it with automated tools, or use it to build a competing product; or
share your login with people outside your business.

Changes to the Service. We may change, suspend or discontinue any part of the Service. If we materially reduce a paid feature during a period you already paid for, we will act fairly toward you.

8. AI features and outputs

Cogi uses artificial intelligence, including models from third-party providers. AI output can be inaccurate, incomplete, out of date or similar to output given to others. Cogi shows its numbers and its confidence level so you can check them, but you must review AI output before you rely on it or act on it, especially for accounting, tax, legal, financial, employment or other important decisions. You are responsible for how you use AI output and for following the terms of the AI provider involved.

9. Privacy and cookies

Our Privacy Policy and Cookie Notice explain how we collect and use personal information and cookies, and are part of these Terms. If they conflict with these Terms about personal data, the Privacy Policy controls.

10. Other companies' services

Cogi works with services from other companies, such as Toast, QuickBooks and MarketMan, and the Site links to third-party sites. We do not control them. Your use of those services is covered by their own terms and privacy policies, and is at your own risk. Their names and logos belong to them. AskCogi is not affiliated with or endorsed by them, and we are not responsible for their services, their pricing, their outages or changes to them, or the effect of those changes on Cogi. Our Disclaimers say more.

11. Our rights

Cogi, the Service and the AskCogi brand, including our software, designs, text, graphics, logos, name and the Cogi character, belong to AskCogi or its licensors and are protected by intellectual property laws. These Terms give you no ownership rights in them, only the right to use Cogi as described here. All rights not expressly granted are reserved.

If you send us ideas or feedback, we may use them freely, without payment or attribution.

12. Confidentiality

Each of us will keep the other's non-public business information confidential, use it only for this agreement, and protect it with reasonable care. This does not apply to information that is public, independently developed, already known to the other party, or required to be disclosed by law.

13. Disclaimers

Our Disclaimers page covers trademarks, sample data, pilot venues, industry statistics, savings, AI output and roadmap, and is part of these Terms.

TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND ASKCOGI AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT PROMISE THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT IT WILL PRODUCE ANY PARTICULAR SAVINGS, PROFIT OR OTHER RESULT, EXCEPT FOR THE REFUND IN SECTION 6. RESULTS DEPEND ON MANY FACTORS OUTSIDE OUR CONTROL, INCLUDING YOUR DATA, YOUR CONNECTIONS AND THE CHOICES YOU MAKE. Examples on our website use sample data and are not a promise of savings or profit.

14. Limit of liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER OF US WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF US$100 AND THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS DO NOT INCREASE THIS LIMIT. These limits do not reduce your duty to pay fees you owe, and they do not apply where the law does not allow them, such as liability for fraud or, where applicable, gross negligence or willful misconduct.

15. Indemnification

You agree to defend, indemnify and hold harmless AskCogi and its owners, officers, employees, contractors and suppliers from claims by others, and the resulting losses and reasonable costs, including attorneys' fees, that arise from (a) data you connected or gave us without the right to do so, (b) Your Data, (c) your breach of Section 7 or of the law, or (d) your use of Cogi's output. We may take control of the defense at your expense, and you may not settle a claim without our written consent.

16. Release

To the fullest extent permitted by law, you release AskCogi and its owners, officers, employees, contractors, successors and assigns from claims arising from your dealings with other users or with third-party services. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

17. Suspension and termination

You can stop using Cogi at any time. We can end this agreement or suspend your account if you seriously break these Terms, if the law requires it, or to protect the Service or other customers. We can also end this agreement for any other reason with 30 days' notice.

When the agreement ends, your right to use the Service ends, and Section 4 applies to your data. Sections that by their nature should continue, such as payment, the guarantee claim process, ownership, confidentiality, disclaimers, limits of liability, indemnification, release, dispute resolution and general terms, continue after the agreement ends.

18. Notices for specific places

California. Under California Civil Code Section 1789.3, the provider of the Service is AskCogi, hello@askcogi.ai. California users may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

New Jersey. These Terms are governed by New Jersey law, as Section 20 explains. If any provision of these Terms, including the disclaimers, limits of liability and indemnity, is not enforceable under New Jersey law, such as the Truth-in-Consumer Contract, Warranty and Notice Act, it applies only to the extent New Jersey law allows, and the rest of these Terms still applies.

Other US states. Residents of states with consumer privacy laws have the rights described in our Privacy Policy.

Outside the United States. If you are in a country whose law gives you protections that cannot be waived by contract (including the right to bring proceedings in your own courts), nothing in these Terms, including Sections 14, 19 and 20, removes those protections. You are responsible for following the laws that apply to you where you use the Service.

19. Dispute resolution and arbitration

Please read this section carefully. It affects your right to sue in court and to a jury trial.

Applicability. Except as described below, you and AskCogi agree to resolve any dispute arising from or relating to these Terms or the Service through binding individual arbitration, not in court. The exceptions are: (a) individual claims that qualify for small claims court; and (b) requests for injunctive or other equitable relief to protect intellectual property or confidential information. This agreement covers claims that arose before you accepted these Terms.

Try to resolve it first. Before starting arbitration, the party raising a dispute must send written notice describing it and the relief sought (an "Informal Notice"). Our address for Informal Notices is hello@askcogi.ai, subject line "Legal notice". We will send ours to the email address on your account. Within 45 days of an Informal Notice, the parties will meet by phone or video in good faith to try to resolve the dispute. If it is not resolved within 60 days of the Informal Notice, either party may start arbitration.

Rules. The arbitration will be administered by JAMS (www.jamsadr.com) under its Streamlined Arbitration Rules for claims under US$250,000 and its Comprehensive Arbitration Rules otherwise. The Federal Arbitration Act governs this Section. Unless the parties agree otherwise, the arbitration will take place by video conference or, if a hearing in person is required, in New Jersey. Arbitration filings and proceedings are confidential.

Request contents. An arbitration demand must include: your contact details and account email, if any; a description of the claims and facts; the relief sought and a good-faith estimate of damages; confirmation that the informal resolution process was completed; and proof of payment of any required filing fee.

Arbitrator's authority. The arbitrator decides all arbitrable issues, including the scope and enforceability of this Section, except that a court decides: (a) challenges to the class action waiver; (b) disputes about arbitration fees; (c) whether a condition before arbitration was met; and (d) which version of this Section applies. The arbitrator may award the same individual relief a court could. The award is final and binding, and judgment may be entered in any court with jurisdiction.

Jury trial waiver. BY AGREEING TO ARBITRATION, YOU AND ASKCOGI WAIVE THE RIGHT TO A TRIAL BY JUDGE OR JURY FOR ALL CLAIMS COVERED BY THIS SECTION.

Class action waiver. ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. If a court finds this waiver unenforceable for a particular claim, that claim (and only that claim) will be decided in the state or federal courts located in New Jersey, after all individual arbitrable claims are resolved.

Fees. Each party pays its own attorneys' fees, unless the arbitrator finds a claim frivolous or brought for an improper purpose, or applicable law provides otherwise.

Mass arbitration. If 25 or more substantially similar demands are filed against AskCogi by the same or coordinated counsel within 90 days, JAMS will administer them in batches of up to 25, with one arbitrator and one set of fees per batch, to the extent the JAMS rules allow.

Opt-out. You may opt out of this Section 19 within 30 days of first accepting these Terms by emailing hello@askcogi.ai with the subject line "Arbitration opt-out", including your name, your business name, your account email (if any) and a clear statement that you opt out. Opting out does not affect the rest of these Terms.

Severability. If any part of this Section is found invalid, it will be changed to the minimum extent needed to be enforceable, and the rest stays in effect.

20. General

Governing law and venue. These Terms and any dispute relating to them or the Service are governed by the laws of the State of New Jersey, USA, and applicable US federal law, without regard to conflict-of-law rules. Subject to Sections 18 and 19, any claim not subject to arbitration will be brought exclusively in the state or federal courts located in New Jersey, and both parties consent to their jurisdiction, unless we both agree otherwise. Either party may bring an individual claim in small claims court or seek injunctive relief to protect intellectual property in any court with jurisdiction.

Changes to these Terms. We may update these Terms. When we do, we will change the date at the top. If a change is significant, we will tell customers by email or in the app at least 30 days before it takes effect. Changes do not apply to disputes already notified under Section 19. If you keep using the Service after a change takes effect, you accept it.

Notices. You agree to receive notices from us electronically, by email or in the app, and that they satisfy any legal requirement for written notice. Send notices to us at hello@askcogi.ai.

Export and sanctions. You will not use or export the Service in violation of US or other applicable export control or sanctions laws.

Entire agreement. These Terms, together with the policies and any order form or product terms they refer to, are the entire agreement between you and us about their subject. If a provision is unenforceable, it will be changed to the minimum extent needed and the rest stays in effect. Our failure to enforce a provision is not a waiver. "Including" means "including without limitation". You may not assign these Terms without our written consent; we may assign them to an affiliate or a successor.

Language. These Terms are written in English. Any translation is for convenience, and the English version controls to the extent the law allows.

21. Contact us

Questions about these Terms, legal notices and arbitration opt-outs: hello@askcogi.ai

Adapted from attorney-drafted templates by General Legal, PC, released under CC0 1.0. General Legal has not reviewed and takes no position on these adapted documents.