Effective date: 01 Dec 2025
Owner: Cognivix Inc., 505 Montgomery St, Ste 1100, San Francisco, CA 94111, USA (“Cognivix”, “we”, “us”).
EU contact (where GDPR or local law requires a contact/representative): Cognivix S.r.l., Via Socrate 37, 65127 Pescara (PE), Italy, VAT IT03956131209.
These Terms govern your access to and use of cognivix.com and any pages we control (the “Site”), and the information about, pre-orders for, and purchases of Cognivix products and services, including AiKit and related Robotics-as-a-Service (RaaS) subscriptions (together, the “Services”). By using the Site or placing an order, you agree to these Terms.
1) Eligibility; Business Use Only
The Site and Services are intended for business users. You represent that you are acting on behalf of a business entity and have authority to bind that entity. We do not knowingly contract with or market to children.
2) Changes to Terms
We may update these Terms at any time by posting a revised version on the Site. The “Effective date” shows the latest revision. For material changes affecting existing orders or subscriptions, we will provide reasonable advance notice.
3) Intellectual Property
All content on the Site—including text, graphics, logos, icons, images, videos, software, diagrams, and documentation—is owned by Cognivix or its licensors and protected by applicable intellectual-property laws. Except as expressly permitted in these Terms, you may not copy, modify, translate, distribute, display, perform, publish, or create derivative works from the Site or its content without our prior written consent.
Feedback. If you provide ideas, comments, or suggestions, you grant Cognivix a non-exclusive, worldwide, royalty-free, perpetual license to use and commercialize them without restriction.
4) Acceptable Use
You may not: (a) access or use the Site in any unlawful or infringing manner; (b) interfere with or disrupt the Site; (c) reverse engineer, decompile, or attempt to derive the source code of the Site or any software we provide; (d) remove proprietary notices; or (e) use any data mining, robots, or similar gathering tools without our written permission.
5) Account; Accuracy of Information
You agree to provide accurate, current, and complete information when you submit forms, create an account (if enabled), or place orders, and to keep such information up to date. You are responsible for safeguarding your credentials and for all activities under your account.
6) Orders, Pre-Orders, Pledges, and Pricing
6.1 Information on the Site
We attempt to describe our products and Services accurately; errors, omissions, and typographical mistakes may occur. We reserve the right to correct any errors and to change information at any time without prior notice.
6.2 Pledge / Waiting List (non-refundable)
From time to time we may offer a waiting-list pledge in the amount of USD $100 (for US and other USD regions) or EUR €100 (for EEA/Euro regions). The pledge:
- is non-refundable;
- is credited in full against a subsequent AiKit purchase or one-year RaaS subscription for the same customer; and
- does not guarantee pricing, delivery dates, or availability.
6.3 One-Year License Sale (RaaS) — activation and term
We offer a full one-year license sale per robot for USD $5,000 (USD regions) or EUR €5,000 (Euro regions), exclusive of taxes, duties, shipping, and customs.
Title to hardware: if your order form specifies sale, title transfers per the Incoterm stated therein; if it specifies rental, title remains with Cognivix and return/purchase rules at term end in your order apply.
6.4 Prices, Taxes, Duties
Prices exclude taxes, duties, shipping, import, and customs charges unless stated. You are responsible for applicable sales/use tax (US), VAT (EU/UK), and import/export costs. For EU B2B customers with a valid EU VAT number, reverse-charge VAT may apply. For Italy, applicable VAT (currently 22%) is added unless a valid exemption applies. Cross-border deliveries may be DAP/DPU/EXW (Incoterms 2020) as indicated on your order; import duties and customs clearance are your responsibility.
6.5 Payment Processing
Payments are processed by Stripe or another provider. Stripe may act as an independent controller for certain data needed to process payments. We do not store full card numbers.
6.6 Cancellations and Refunds
Except as required by mandatory law or expressly agreed in writing:
- Pledges are non-refundable but fully creditable toward a future AiKit purchase or one-year license sale by the same customer.
- One-year license sales and any associated hardware once allocated for shipment are non-refundable.
These Services are intended for B2B customers; consumer cooling-off rights generally do not apply.
6.7 Currency and Region
Amounts are charged in USD for the United States and designated USD regions, and in EUR for EEA/Euro regions. Applicable sales/use tax (US), VAT (EU/UK), and import/customs charges are additional unless your order states otherwise. For EU B2B customers with a valid EU VAT number, reverse-charge VAT may apply.
7) Shipping; Risk of Loss
We will provide an estimated delivery window. Delivery dates are estimates only. Risk of loss and title (if title transfers) pass as stated in your order (typically upon delivery to your carrier). You must inspect shipments promptly and notify us of any shortage or damage within 7 days of delivery.
8) Software License; Models and Data
8.1 On-Premise Software
During an active subscription, Cognivix grants you a limited, non-exclusive, non-transferable license to use the preinstalled on-premise software solely with the Cognivix hardware and solely for your internal business purposes. You may not copy, modify, sublicense, or transfer the software except as permitted by mandatory law.
8.2 Uploaded Files and Demonstrations (local processing only)
You may provide STL/OBJ or similar files and demonstrate assemblies to configure tasks.
Rights and responsibility. You represent that you have all rights to use such content. You grant Cognivix a limited, non-exclusive license solely to process your content on-device to deliver the Services and, if optional diagnostics are enabled, to analyze the transmitted diagnostic subset for support and product improvement.
On-device processing. All 3D models, textures, and demonstration data used to configure AiKit are processed and stored locally on the shipped compute unit. They are not uploaded to Cognivix’s cloud by default.
Diagnostics (optional). If you choose to enable remote diagnostics or support uploads, only the minimum data necessary for troubleshooting will be transmitted under your direction and governed by our Privacy Policy.
8.3 Tolerances and Task Scope
Unless otherwise agreed in a separate SOW, AiKit is designed for certain assembly families (e.g., cap-on, pocket-in, align-and-place, tray/kitting) with nominal visual tolerances (e.g., around 2 mm). Use outside of supported tolerances or task families may require additional engineering.
9) Export Control and Sanctions
You must comply with applicable export control and sanctions laws and may not use, export, or re-export the Services to embargoed countries, prohibited end users, or prohibited end uses. We may refuse or cancel orders that would breach such laws.
10) Privacy
Our processing of personal data is described in the Privacy Policy, which forms part of these Terms.
11) Warranty; Disclaimers
11.1 Limited Warranty (Hardware Only, if title transfers)
If an order states that hardware is sold (not rented), Cognivix warrants the hardware to be free from defects in materials and workmanship under normal use for 12 months from shipment. Our sole obligation is, at our option, to repair or replace defective hardware returned RMA. This warranty does not apply to misuse, accidents, modifications, or normal wear.
11.2 Services and Software
Except as expressly provided above, the Site, Services, software, and documentation are provided “as is” and “as available”. We disclaim all implied warranties to the maximum extent permitted by law, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be error-free or achieve any specific throughput, yield, or cycle time in your environment.
12) Limitation of Liability
To the maximum extent permitted by law:
- Indirect damages excluded. We are not liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or data, even if advised of the possibility.
- Cap. Our total liability for all claims relating to the Services is limited to the amounts you paid to Cognivix for the Services giving rise to the claim in the 12 months before the first event giving rise to liability.
- Exceptions. The above limits do not apply to liability that cannot be limited by law (e.g., death or personal injury caused by negligence, willful misconduct), or your payment obligations.
13) Indemnification
You will defend and indemnify Cognivix, its affiliates, and personnel against third-party claims arising from: (a) your violation of these Terms or laws; (b) your uploaded files or content; or (c) your use of the Services outside the documentation or permitted scope.
14) Suspension; Termination
We may suspend or terminate access to the Site or Services if you breach these Terms, fail to pay fees, violate law, create risk or possible legal exposure, or for scheduled or emergency maintenance. Termination does not relieve you of accrued payment obligations.
15) Governing Law; Dispute Resolution
These Terms and any dispute arising out of or relating to them are governed by the laws of the State of California, USA, without regard to conflicts-of-law rules, except that mandatory consumer protections of another jurisdiction apply if and to the extent they cannot be waived (the Services are business-focused).
Venue. The courts located in San Francisco County, California shall have exclusive jurisdiction, and you consent to their personal jurisdiction, except that Cognivix may seek injunctive relief in any competent court to protect its intellectual property or confidential information.
If you prefer an arbitration clause/class-action waiver, contact legal@cognivix.com for a negotiated master agreement.
16) Third-Party Links
The Site may contain links to third-party websites. We are not responsible for the content or practices of those websites.
17) Miscellaneous
- Entire agreement. These Terms, together with any order form or SOW, are the entire agreement for the Site and Services and supersede prior discussions.
- Order of precedence. If an order form conflicts with these Terms, the order form controls for that order.
- Assignment. You may not assign your rights or obligations without our prior written consent; we may assign to an affiliate or in connection with a corporate transaction.
- Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control.
- Severability; waiver. If a provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.
18) Contact
Cognivix Inc.
505 Montgomery St, Ste 1100, San Francisco, CA 94111, USA
Email: legal@cognivix.com | Web: https://www.cognivix.com
EU contact (where required):
Cognivix S.r.l.
Via Socrate 37, 65127 Pescara (PE), Italy
Email: eu.legal@cognivix.com
