A Quick Note Before You Read

We built Cogsr for independent restaurant operators. These Terms are written to be readable, but they are still a legal contract between you and us. Please read them, ask us if anything is unclear, and click “I agree” only if you want to proceed.

If you have questions, email support@cogsr.com.

1. Who These Terms Are Between

These Terms of Service (“Terms”) form a binding agreement between:

• 1596929 B.C. Ltd. (doing business as Cogsr), a company incorporated under the laws of British Columbia, Canada (“Cogsr,” “we,” “us,” or “our”); and
• the business entity you represent (“Customer,” “you,” or “your”).

By clicking “I agree,” creating an account, accessing or using the Service, you confirm that:

• you have read these Terms and our Privacy Policy;
• you are at least 18 years old;
• you have the authority to bind your business to this agreement; and
• your business is operating in a commercial capacity (you are not signing up as a consumer for personal use).

If you do not agree, do not use the Service.

2. The Service

2.1 What Cogsr Provides

The “Service” means Cogsr’s web application, APIs, integrations, supporting documentation, and any related features we make available to you, including margin intelligence software for restaurant operators (invoice extraction, inventory management, recipe management, food cost tracking, POS integrations, AI-powered insights, and benchmarking).

2.2 Who the Service Is For

The Service is intended for businesses operating restaurants, food-service establishments, or related hospitality operations, and their authorized employees. The Service is not designed for individual consumer use.

2.3 Geographic Scope

We currently offer the Service to businesses located in Canada (excluding Quebec) and the United States. We do not currently accept signups from Quebec-based businesses; we will update this as French-language documentation becomes available.

2.4 License Grant

Subject to your compliance with these Terms and timely payment of fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access and use the Service for your internal business operations during the subscription term. We retain all rights not expressly granted.

The Service is provided as software-as-a-service. No software is installed on your systems and no source code or other proprietary materials are transferred to you.

3. Your Account

3.1 Creating an Account

To use the Service, you must create an account by providing accurate, current, and complete information. You are responsible for keeping your account information up to date.

3.2 Authorized Users

You may permit your employees or contractors (“Authorized Users”) to access the Service through your account. You are responsible for:

• ensuring each Authorized User complies with these Terms;
• maintaining the confidentiality of all account credentials;
• all activity that occurs under your account, whether or not authorized.

You agree to notify us immediately at support@cogsr.com of any unauthorized access or security incident affecting your account.

3.3 One Account Per Business

Each subscription covers one business entity. If you operate multiple restaurants, locations, or business entities, contact us about multi-location pricing.

4. Acceptable Use

You agree that you will not, and will not permit any Authorized User or third party to:

• use the Service for any unlawful purpose, or in violation of any law or regulation applicable to your business;
• copy, modify, reverse-engineer, decompile, or attempt to derive the source code of the Service;
• scrape, crawl, harvest, or systematically extract data from the Service except as expressly permitted;
• use the Service to build, train, or improve any product or service that competes with Cogsr, including any AI or machine-learning model;
• circumvent or attempt to circumvent any security, authentication, or access-control measure;
• exceed reasonable API usage limits or use automated tools to access the Service in a way that imposes undue load on our infrastructure;
• transmit any virus, malware, or harmful code through the Service;
• transmit content that is unlawful, infringing, defamatory, or that violates the rights of others;
• share account credentials with any person who is not an Authorized User;
• use the Service in a way that violates the terms of any third-party integration partner (including Toast, Square, or others);
• use the Service to make decisions producing legal or similarly significant effects on natural persons (such as employment, lending, healthcare, housing, or insurance decisions) without meaningful human review.

We may suspend or terminate access for violations of this Section 4. See Section 11 for details.

5. Subscription, Fees, and Billing

5.1 Subscription Plans

The Service is offered on a monthly subscription basis. Current plans and pricing are available at cogsr.com/pricing. Pricing as of the effective date of these Terms includes:

• Founding Members Plan: $59 USD/month, locked in for the duration of continuous active subscription (see Section 5.4)
• Standard Plan: $119 USD/month
• Beta Program (3 Months Free): Eligible beta users receive three (3) months of free access, after which the subscription automatically converts to the Founding Members Plan at $59 USD/month, unless the beta user cancels before the conversion date

We may add, remove, or modify plans at any time. Changes do not affect existing subscriptions until renewal, except as described in Section 5.5.

5.2 Billing and Payment

You authorize us, and our payment processor, to charge your designated payment method:

• on the first day of your subscription (or the end of any free trial / beta period), and
• on the same day each subsequent month, until you cancel.

Payments are processed by Stripe, whose terms govern the payment flow. You agree to keep a valid payment method on file at all times during your subscription.

All fees are exclusive of applicable taxes (including GST, HST, PST, sales tax, use tax, and value-added tax), which are your responsibility unless we are required to collect them. Fees are charged in the currency stated at checkout.

5.3 Auto-Renewal

Your subscription automatically renews each month at the rate then in effect for your plan, until cancelled. By signing up, you expressly authorize this recurring charge.

We will send you a receipt by email after each successful payment. You can review your subscription, upcoming billing date, and cancellation options at any time in your account settings.

5.4 Founding Members Plan — Pricing Lock-In

If you sign up for the Founding Members Plan, we will not raise your monthly rate for as long as your subscription remains continuously active.

If your Founding Members subscription lapses, is cancelled, is suspended for non-payment beyond the cure period, or is otherwise terminated, the Founding Members rate is forfeited. If you choose to subscribe again later, you will subscribe at the then-current Standard Plan rate.

We may close the Founding Members Plan to new signups at any time without notice. Existing Founding Members are not affected by closure to new signups, subject to the continuous-active-subscription condition above.

5.5 Price Changes

For Standard Plan customers, we may change pricing with at least 30 days’ advance notice by email. If you do not agree to the new price, you may cancel before the new price takes effect; your existing rate continues until your next renewal date.

For Founding Members, the lock-in described in Section 5.4 applies.

5.6 Failed Payments

If a payment fails, we will attempt to re-charge your payment method and notify you. If payment is not received within 7 days of the original billing date, we may suspend your access. If payment is not received within 30 days, we may terminate your subscription. Reactivation requires payment of all outstanding amounts.

5.7 Refunds

All fees are non-refundable, except:

• where required by applicable law;
• if we terminate your subscription for our convenience under Section 11.3, in which case we will refund a pro-rata portion of any prepaid unused fees;
• if you terminate for our uncured material breach under Section 11.2, in which case we will refund a pro-rata portion of any prepaid unused fees.

We do not provide refunds for partial months when you cancel.

5.8 Cancellation

You may cancel your subscription at any time directly in your account settings or by emailing support@cogsr.com. Cancellation takes effect at the end of your current billing period. You retain access to the Service through that date. No early-termination fee applies.

6. Customer Data, Privacy, and Data Processing

This Section 6 governs how we handle your data, our respective roles, and our obligations as a data processor. It incorporates the data processing terms that would typically appear in a separate Data Processing Addendum (DPA). In the event of any conflict between this Section 6 and any other provision of these Terms on data protection matters, this Section 6 controls.

6.1 Ownership

As between you and us, you own all right, title, and interest in your Customer Data. “Customer Data” means data you upload to, generate within, or transmit through the Service, including invoices, recipes, supplier records, inventory data, POS-derived sales data, and outputs derived from the foregoing.

6.2 Roles: Controller and Processor

You are the Controller (or “Business” under CCPA/CPRA) of Customer Data that contains personal information. Cogsr is the Processor (or “Service Provider” under CCPA/CPRA) and processes Customer Personal Data solely on your behalf and in accordance with your documented instructions as described in these Terms.

“Customer Personal Data” means any personal information contained within Customer Data, including data relating to an identified or identifiable natural person (such as supplier contact names, employee names, and email addresses contained in invoices or account records).

6.3 License to Cogsr

You grant Cogsr a non-exclusive, royalty-free, worldwide license to host, copy, transmit, and process Customer Data solely for the purpose of:

• providing the Service to you;
• preventing or addressing technical or security problems;
• complying with applicable law or valid legal process;
• creating Aggregated and De-Identified Data as described in Section 6.4.

6.4 Aggregated and De-Identified Data

We may use Aggregated and De-Identified Data — meaning data that has been processed so it cannot reasonably be used to identify you, your business, your suppliers, or any individual — for any lawful purpose, including:

• improving the Service and developing new features;
• training and improving Cogsr’s internal AI and machine-learning models;
• generating industry benchmarks, trend reports, and similar insights;
• publishing aggregated insights in marketing content, blog posts, or community resources.

We will not share Aggregated and De-Identified Data in a way that identifies you, your business, or any individual.

6.5 Processing Instructions and Restrictions

Cogsr will process Customer Personal Data only in accordance with your documented instructions, which are deemed to include the processing described in these Terms and your use and configuration of the Service. If Cogsr believes an instruction infringes applicable data protection law, it will promptly notify you.

Cogsr will not:

• sell Customer Personal Data, as “sell” is defined under CCPA/CPRA or any other applicable data protection law;
• share Customer Personal Data for cross-context behavioral advertising;
• retain, use, or disclose Customer Personal Data for any purpose other than providing the Service, except as permitted by applicable law;
• retain, use, or disclose Customer Personal Data outside the direct business relationship between Cogsr and you;
• combine Customer Personal Data with personal data received from or on behalf of another person or collected from Cogsr’s own interactions with data subjects, except as permitted by applicable law to perform the Service;
• use Customer Personal Data to train generalized AI or machine-learning models made available to third parties.

Certification: Cogsr certifies that it understands and will comply with the restrictions set forth in this Section 6.5, including the requirements applicable to Service Providers under CCPA/CPRA (California Civil Code §1798.140(ag) and implementing regulations).

6.6 Confidentiality of Customer Data

Cogsr ensures that any person authorized to process Customer Personal Data is subject to a binding obligation of confidentiality, whether by contract or by law. Cogsr restricts access to Customer Personal Data to those personnel who require access to perform the Service.

6.7 Security Measures

Cogsr implements and maintains appropriate technical and organizational security measures designed to protect Customer Personal Data, including:

• encryption in transit (TLS/SSL) and at rest;
• role-based access controls and least-privilege permissions;
• regular security reviews and monitoring;
• secure authentication practices;
• documented incident response procedures;
• logical separation of Customer Personal Data from the data of other customers.

Cogsr will not materially decrease the overall security posture of the Service during the term of these Terms.

6.8 Sub-processors

You provide general written authorization for Cogsr to engage sub-processors to process Customer Personal Data. A current list of sub-processors is maintained at cogsr.com/legal/subprocessors.

Our current sub-processors include:

• Supabase — Database hosting and storage (Amazon Web Services, Canada Central / `ca-central-1`)
• Google Cloud Platform — Application hosting and compute, App Engine
• Vercel — Website / front-end hosting (Canada / US)
• PostHog — Product analytics and session recordings, used for internal product improvement only (US)
• Microsoft Clarity — Session recording and heatmap analytics, used for internal UI improvement only (US, Microsoft Azure)
• Stripe — Subscription billing (US)
• Resend — Transactional and onboarding emails (US)
• Toast POS — POS integration, when connected by you (US)
• Square — POS integration, when connected by you (US)

Before engaging a new sub-processor, Cogsr will:

• provide you with at least 10 days’ advance notice via email or through the sub-processor list page;
• enter into a written agreement with the sub-processor imposing data protection obligations no less protective than those in this Section 6;
• remain liable to you for the acts and omissions of its sub-processors.

If you have a reasonable, documented objection to a new sub-processor based on data protection grounds, you must notify Cogsr in writing within 10 days of receiving notice. The parties will work in good faith to resolve the objection. If the objection cannot be resolved within 30 days, you may terminate the affected portion of the Service without penalty, and Cogsr will refund a pro-rata portion of any prepaid unused fees.

6.9 Data Breach Notification

Cogsr will notify you of any unauthorized access to or acquisition of Customer Personal Data without undue delay and in no event later than 72 hours after becoming aware of it. The notification will include, to the extent known:

• the nature of the breach, including categories and approximate number of data subjects and records affected;
• the name and contact details of Cogsr’s point of contact;
• the likely consequences of the breach;
• the measures taken or proposed to address the breach.

Cogsr will take reasonable steps to contain and remediate the breach, provide timely updates, and cooperate with your breach notification obligations under applicable law. Notification does not constitute an acknowledgment of fault or liability.

6.10 Data Subject Rights

Cogsr will provide reasonable assistance in responding to requests from data subjects exercising their rights under applicable data protection law (including rights of access, correction, deletion, portability, and opt-out), to the extent you cannot fulfill such requests independently through the Service.

If Cogsr receives a data subject request directly regarding Customer Personal Data, Cogsr will promptly redirect the request to you unless legally prohibited from doing so.

6.11 Data Export and Deletion

You may export your Customer Data through self-serve tools at any time during your subscription.

Upon termination:

• you may request export of your Customer Data in writing to support@cogsr.com within 30 days of termination;
• after 30 days, Cogsr may permanently delete all Customer Data, including uploaded invoice files and derivative data;
• upon your written request, Cogsr will certify in writing that Customer Personal Data has been deleted.

Cogsr may retain Customer Personal Data to the extent required by applicable law, provided that it (a) limits retention to the minimum required, (b) maintains confidentiality and security, and (c) processes it only for the purpose required by law.

6.12 Audits and Compliance Verification

Cogsr will make available to you, upon reasonable written request and subject to confidentiality obligations, information necessary to demonstrate compliance with this Section 6.

You (or a qualified, independent third-party auditor appointed by you and reasonably acceptable to Cogsr) may conduct an audit of Cogsr’s processing activities, subject to:

• at least 30 days’ advance written notice;
• audits conducted during normal business hours, no more than once per 12-month period (unless required by a data breach or regulatory investigation);
• the auditor executing a reasonable confidentiality agreement;
• the audit not unreasonably interfering with Cogsr’s operations;
• costs of the audit borne by you.

6.13 International Data Transfers

Customer Personal Data may be transferred to and processed in Canada and the United States. Cogsr uses contractual and technical safeguards to protect Customer Personal Data regardless of where it is processed. Cogsr remains accountable for Customer Personal Data transferred to sub-processors, as required by PIPEDA, PIPA BC, and other applicable data protection law.

6.14 Privacy Policy

Our processing of personal information in our capacity as a controller is governed by our Privacy Policy (cogsr.com/privacy), which describes how we collect, use, and share personal information about website visitors, prospective customers, account contacts, and billing contacts. The Privacy Policy is incorporated into these Terms by reference.

6.15 Processing Details

The following table describes the details of Cogsr’s processing of Customer Personal Data:

Subject Matter: Processing of Customer Personal Data to provide Cogsr’s margin intelligence software for restaurant operators

Duration: For the term of these Terms, plus any post-termination retention period required by applicable law or described in Section 6.11

Nature and Purpose: Hosting, storing, organizing, extracting, analyzing, and presenting Customer Personal Data to provide food cost tracking, invoice processing, inventory management, recipe management, POS integration, margin analysis, benchmarking, and AI-powered operational insights

Types of Personal Data: Names, email addresses, and contact details of your employees and authorized users; supplier contact names and details contained in uploaded invoices; business entity names, addresses, and tax identifiers; login credentials and account information; item-level sales data derived from POS integrations; IP addresses and usage data from Service interactions

Categories of Data Subjects: Your employees, contractors, and authorized users; your suppliers and vendor contacts (as identified in invoices and supplier records)

Data NOT Processed: Personal data of your restaurant guests or end consumers (names, phone numbers, email addresses, payment card information); Sensitive Personal Information as defined under CCPA/CPRA; biometric data; precise geolocation data; consumer health data

7. Confidentiality

Each party may receive non-public information from the other in connection with these Terms (“Confidential Information”). Confidential Information includes business plans, customer lists, technical information, pricing, and any other information that a reasonable person would understand to be confidential.

Each party agrees to:

• use Confidential Information only as necessary to perform under these Terms;
• protect Confidential Information using at least the same care it uses to protect its own confidential information of similar importance, and not less than reasonable care;
• not disclose Confidential Information to any third party without prior written consent.

These obligations do not apply to information that: (a) is already known to the recipient without confidentiality restriction; (b) becomes publicly known through no fault of the recipient; (c) is independently developed by the recipient without use of Confidential Information; or (d) is rightfully received from a third party without confidentiality restriction.

These confidentiality obligations survive termination for three (3) years.

8. Intellectual Property

8.1 Cogsr’s Intellectual Property

We retain all right, title, and interest in and to the Service, including all software, features, AI/ML models, documentation, branding, and any improvements, modifications, derivative works, or new features (whether or not inspired by your Feedback). Nothing in these Terms transfers any ownership of Cogsr IP to you.

8.2 Your Intellectual Property

You retain all right, title, and interest in your Customer Data and your trademarks, logos, and brand assets. You grant Cogsr the limited license described in Section 6.3.

8.3 Feedback

If you provide us with suggestions, ideas, recommendations, feature requests, or other feedback (“Feedback”), you assign to Cogsr all right, title, and interest in such Feedback, including any related IP rights. We may use Feedback for any purpose without restriction or compensation.

8.4 Marks

We may identify you as a Cogsr customer in marketing materials, including using your business name and logo, only with your prior written consent. You may revoke this consent at any time by writing to support@cogsr.com.

9. AI and Machine Learning Features

The Service uses artificial intelligence and machine-learning techniques to generate insights, recommendations, forecasts, benchmarks, and other outputs (“AI Outputs”) based on Customer Data and other inputs.

AI Outputs are advisory and informational only. You are solely responsible for any business, financial, operational, or other decision made in reliance on AI Outputs, including decisions concerning inventory, pricing, food costs, supplier selection, recipe changes, or any other business operations.

You agree to independently review and verify AI Outputs before relying on them, applying your own judgment, expertise, and knowledge of your business.

We do not warrant that AI Outputs are accurate, complete, current, or fit for any particular purpose. AI Outputs may reflect biases, gaps, or errors in training data or input data. AI Outputs may be wrong.

The Service is not designed and must not be used to make decisions producing legal effects or similarly significant effects on natural persons (including hiring, firing, lending, housing, healthcare, insurance, or education decisions) without meaningful human review by you.

We do not use your Customer Data to train AI or machine-learning models that benefit third parties or are sold to third parties. We may use Aggregated and De-Identified Data to train and improve our internal models as described in Section 6.4.

If applicable AI laws (such as the Colorado AI Act or California ADMT regulations) classify any feature as a regulated or high-risk AI system, we will provide commercially reasonable disclosures and human-review options consistent with those laws.

10. Third-Party Services and Integrations

10.1 Integration Partners

The Service integrates with third-party services such as Toast POS, Square, payment processors, email services, and others (“Third-Party Services”). When you connect a Third-Party Service to your Cogsr account, you authorize Cogsr to access, retrieve, transmit, and process data through that service on your behalf.

10.2 Your Responsibility for Third-Party Services

You are responsible for:

• maintaining your own accounts with Third-Party Services;
• complying with the terms of service of each Third-Party Service;
• any fees charged by the Third-Party Service.

10.3 No Warranty for Third-Party Services

We do not control Third-Party Services and are not responsible for their availability, performance, accuracy, security, or terms. If a Third-Party Service changes, becomes unavailable, or discontinues access, we may modify or discontinue affected Cogsr features without liability to you.

11. Term, Suspension, and Termination

11.1 Term

These Terms begin when you accept them and continue month-to-month until terminated.

11.2 Termination by You

You may cancel your subscription at any time as described in Section 5.8. If we materially breach these Terms and fail to cure the breach within 15 days of receiving written notice from you, you may terminate immediately for cause and receive a pro-rata refund of prepaid unused fees.

11.3 Termination by Us

We may terminate or suspend your subscription:

• For cause, with 15 days’ notice to cure: if you materially breach these Terms;
• For cause, immediately: if you violate Section 4 (Acceptable Use), if you fail to pay after the cure period in Section 5.6, if your use poses a security or legal risk to us or our other customers, or if you become insolvent or file for bankruptcy;
• For convenience, with 30 days’ notice: at any time, for any reason. In this case, we will refund a pro-rata portion of prepaid unused fees.

11.4 Suspension

We may suspend your access (in whole or in part) immediately, with concurrent notice where feasible, if:

• your use poses a security or legal risk;
• we suspect unauthorized access to your account;
• you have not paid by the cure period in Section 5.6;
• you are in violation of Section 4;
• a law-enforcement or regulatory authority requests suspension.

Suspension does not extend your billing period or entitle you to a refund.

11.5 Effect of Termination

When your subscription ends:

• your access to the Service ends at the end of your current billing period (or immediately if termination is for cause under Section 11.3);
• you may export your Customer Data as described in Section 6.11;
• after 30 days, we may permanently delete Customer Data;
• any provisions that by their nature should survive termination — including Sections 5 (accrued fees), 6, 7, 8, 9, 12, 13, 14, 15, 16, and 17 — survive.

12. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COGSR EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OF AI OUTPUTS, UNINTERRUPTED OR ERROR-FREE OPERATION, AND THAT THE SERVICE WILL MEET YOUR REQUIREMENTS.

WE DO NOT WARRANT THAT THE SERVICE WILL BE AVAILABLE AT ALL TIMES, FREE FROM BUGS OR ERRORS, OR SECURE FROM ALL POTENTIAL THREATS. NO ADVICE OR INFORMATION OBTAINED FROM COGSR CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

This is a business-to-business agreement. The Sale of Goods Act (British Columbia) does not apply, or, to the extent it does, all implied conditions and warranties are excluded to the maximum extent permitted by law.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES YOU PAID TO COGSR IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

(C) THE LIMITATIONS IN (A) AND (B) DO NOT APPLY TO:

• YOUR PAYMENT OBLIGATIONS UNDER THESE TERMS;
• EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14;
• EITHER PARTY’S BREACH OF SECTION 7 (CONFIDENTIALITY);
• EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD;
• YOUR BREACH OF SECTION 4 (ACCEPTABLE USE) OR SECTION 8 (INTELLECTUAL PROPERTY).

THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. Indemnification

14.1 By Cogsr

We will defend you against any third-party claim alleging that the Service, when used in accordance with these Terms, infringes a third party’s patent, copyright, trademark, or trade secret, and we will pay damages and costs awarded against you (or agreed in settlement) for such a claim.

If the Service becomes, or in our reasonable opinion is likely to become, the subject of an infringement claim, we may, at our option:

• procure the right for you to continue using the Service;
• modify the Service to be non-infringing while preserving substantially equivalent functionality; or
• terminate your subscription and refund a pro-rata portion of prepaid unused fees.

This indemnity does not apply to claims arising from: (a) Customer Data; (b) AI Outputs or your reliance on AI Outputs; (c) modifications to the Service made by anyone other than Cogsr; (d) combination of the Service with non-Cogsr technology; (e) use of the Service outside the documentation or in violation of these Terms.

14.2 By You

You will defend Cogsr against any third-party claim arising from or related to:

• Customer Data, including claims that Customer Data infringes third-party rights, violates law, or is defamatory;
• your breach of Section 4 (Acceptable Use) or any applicable law;
• your use of AI Outputs or other Service outputs to make business decisions;
• your misuse of integrations or unauthorized access via your accounts;
• any claim by your employees, contractors, customers, or restaurant guests arising from your business operations.

You will pay damages and costs awarded against us (or agreed in settlement) for such claims.

14.3 Procedure

The party seeking indemnification will: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement (provided that the indemnifying party may not settle in a way that admits liability or imposes obligations on the indemnified party without consent); and (c) reasonably cooperate with the defense at the indemnifying party’s expense.

15. Service Modifications and Beta Features

15.1 Modifications to the Service

We may add, modify, or discontinue features at our discretion. For material adverse changes to core functionality of paid plans, we will provide at least 30 days’ advance notice by email or in-product.

15.2 Beta and Experimental Features

We may make beta, preview, or experimental features available (“Beta Features”). Beta Features are provided “as is,” may be modified, withdrawn, or discontinued at any time, and are excluded from any service-level expectations and from our indemnification obligations under Section 14.1. Our liability for Beta Features is capped at CAD $100, notwithstanding Section 13(b).

16. Modifications to These Terms

We may update these Terms from time to time. When we make material changes, we will:

• provide at least 30 days’ advance notice by email and through in-product notification;
• post the updated Terms with a revised “Last Updated” date;
• provide a summary of material changes;
• present a re-acceptance prompt the next time you sign in.

For non-material changes (such as typo corrections, address updates, or clarifying language), continued use of the Service after we post the updated Terms constitutes acceptance.

If you do not agree to a material change, you may cancel before the change takes effect; your access continues at your existing terms until the end of your current billing period.

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in BC, without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Forum

The parties consent to the exclusive jurisdiction of the courts of British Columbia, Vancouver Registry, for any dispute arising out of or related to these Terms.

17.3 Informal Resolution First

Before filing any formal claim, the parties agree to attempt to resolve the dispute through good-faith negotiation for at least 30 days. Either party may initiate this process by written notice to the other.

17.4 No Class Actions

To the extent permitted by applicable law, you agree to bring any claim against us only in your individual capacity and not as a plaintiff or class member in any class or representative action.

18. General

18.1 Force Majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond reasonable control, including natural disasters, war, terrorism, pandemic, government action, internet or utility outages, third-party service failures, and labor disputes. If a force majeure event continues for more than 60 days, either party may terminate by written notice without liability.

18.2 Notices

Notices to Cogsr must be sent by email to support@cogsr.com.

Notices to you may be sent by email to the address on file with your account. Email notices are effective when sent.

18.3 Assignment

You may not assign these Terms without our prior written consent, except to a successor-in-interest in connection with a merger or sale of all or substantially all of your assets, with prior written notice to us.

We may assign these Terms freely, including to an affiliate, successor, or in connection with a merger, acquisition, financing, or sale of all or substantially all of our assets.

18.4 Entire Agreement

These Terms, together with the Privacy Policy, any applicable order form, and any policies we incorporate by reference, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, communications, and understandings on the subject matter.

18.5 Order of Precedence

In the event of conflict between documents, the order of precedence is: (1) any signed order form or written agreement between the parties; (2) Section 6 of these Terms (for data-protection matters); (3) the remaining provisions of these Terms; (4) the Privacy Policy and any other incorporated policies. Any conflicting terms in customer purchase orders or unilateral terms are void.

18.6 Severability

If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.

18.7 Waiver

A party’s failure to enforce any right or provision is not a waiver of that right or provision. Waivers must be in writing and signed by the waiving party to be effective.

18.8 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

18.9 Independent Contractors

The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, or agency relationship.

18.10 Export Compliance

You represent that you are not located in, and will not access the Service from, any jurisdiction subject to a comprehensive Canadian or US trade embargo (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), and that you are not on any Canadian or US sanctions list.

18.11 US Government Users

If you are a US Government entity, the Service is “commercial computer software” as defined in 48 C.F.R. 2.101, and use, duplication, and disclosure are subject to restrictions in these Terms consistent with FAR 12.212 and DFARS 227.7202.

18.12 Anti-Spam Compliance

We comply with Canada’s Anti-Spam Legislation (CASL) and the US CAN-SPAM Act for commercial electronic messages. Account, billing, and service-related emails are not “commercial electronic messages” within the meaning of CASL. You consent to receive such operational emails in connection with your subscription.

18.13 Headings

Section headings are for convenience only and do not affect interpretation.

19. Contact Us

Questions about these Terms? Contact us at:

1596929 B.C. Ltd. (doing business as Cogsr)

Incorporated in British Columbia, Canada

Email: support@cogsr.com

Website: cogsr.com