Cortex Cloud Agreement
Last updated on 4 November 2025
Thank you for using the Cortex Offering (as defined below). To be eligible to register for a Cortex account and use the Cortex Offering, you must review and accept the terms of this Cortex Cloud Agreement (this “Agreement” or these “Terms”) by clicking the terms‑of‑service checkbox or other mechanism provided within the registration process.
BY ACCEPTING THESE TERMS OR USING THE CORTEX OFFERING, YOU AGREE TO BE BOUND BY THESE TERMS WITH Cortex AI (as applicable under jurisdiction). If you do not agree to be bound by these Terms, do not use the Cortex Offering.
In this Agreement, “you”, “your”, and “Customer” refer to you. If you are registering for a Cortex account or using the Cortex Offering on behalf of an entity or organization, you represent you have authority to bind that entity or organization to these Terms (in which case “you”, “your”, and “Customer” refer to the entity).
We may revise these Terms from time to time. Revisions will be effective upon the effective date indicated at the top of these Terms. We will provide advance notice of any material revisions via the customer portal and/or email. Your continued access or use of the Cortex Offering after such changes constitutes your acceptance. If you do not agree, you should stop using the Cortex Offering.
1. Cortex Offering
1.1 Provision of the Cortex Offering
Subject to the terms and conditions of this Agreement, we will make the Cortex Offering available to you pursuant to this Agreement and any applicable exhibits or order forms.
1.2 Customer Responsibilities
You will:
be responsible for all use of the Cortex Offering under your account;
use commercially reasonable efforts to prevent unauthorized access to or use of the Cortex Offering and promptly notify us of any unauthorized access or use or any other breach of security;
be responsible for obtaining and maintaining any equipment, software, and ancillary services needed to connect to, access or otherwise use the Cortex Offering, as set forth in the documentation;
maintain any required versions of software specified in the documentation and, if required, upgrade to supported versions within a specified timeframe;
comply with all applicable laws and regulations in your use of the Cortex Offering.
1.3 Updates
We reserve the right to update, upgrade or modify the software underlying the Cortex Offering as needed to fix security vulnerabilities, improve performance, or comply with laws.
1.4 Open‑Source Components
The Cortex Offering may include third‑party open‑source software components, each of which is licensed under its own terms. Your use of those components is subject to those license terms.
2. Fees and Payments
2.1 Fees
You will pay all fees set forth in the applicable plan or order form. Unless otherwise specified, (a) fees are quoted and payable in United States dollars (or applicable currency) and (b) payment obligations are non‑cancelable and non‑refundable.
If you have provided payment instrument information, you represent and warrant that such information is true and that you are authorized to use the payment method, you will promptly update the information if it changes, and you authorize us (or our payment processor) to bill your payment method in advance in accordance with the plan.
2.2 Late Payment
If you fail to pay any amounts at least [10] days past the due date, we may suspend access to the Cortex Offering upon notice. If payment is not received within [14] days after the due date, we may charge interest on past due amounts at the rate of [1%] per month (or the highest rate permitted by applicable law) from the due date until payment is received.
2.3 Taxes
All fees exclude taxes. You are responsible for payment of all sales, use and other taxes, duties or levies, except taxes based on our income. You will not withhold any taxes from amounts due to us unless required by law.
2.4 Cancellations and Refunds
Subscription Cancellations: You may cancel your subscription at any time via your account settings. Cancellation will take effect at the end of your current billing cycle.
Refunds: Except as expressly stated in this Agreement (e.g., in the case of service failures or our termination for convenience), all fees are non‑refundable, including for partially used subscription periods or unused credits.
Termination by Cortex: If Cortex terminates the Offering for convenience or discontinues the service, we will issue a pro‑rata refund of any prepaid, unused fees.
Free Trials: If you register for a free trial, the subscription will automatically convert to a paid plan at the end of the trial unless cancelled prior to that date.
3. Proprietary Rights
3.1 Ownership
As between the parties, we exclusively own all right, title and interest in and to the Cortex Offering, including all modifications, improvements, enhancements, and derivative works (“Our Systems”). You exclusively own all right, title and interest in and to your data provided or generated through your use of the Cortex Offering (“Customer Data”).
3.2 Feedback
You may from time to time provide feedback to us concerning the Cortex Offering (“Feedback”). We will have the right to freely use, incorporate and exploit any such Feedback without obligation to you.
3.3 Product Improvement & Aggregated Data
We have the right to collect, aggregate and analyze data and other information relating to the provision, use and performance of the Cortex Offering and to use such data to develop and improve the Cortex Offering and our other products or services, and to disclose aggregated and anonymized insights, so long as such data does not identify you or any individual.
4. Confidentiality
4.1 Confidentiality
Each party will treat the other party’s Confidential Information with the same degree of care it uses to protect its own confidential information (but in no event less than a reasonable standard of care). Neither party will disclose the other’s Confidential Information to any third party, except (a) to those of its employees, officers, directors, auditors, legal advisors or other agents or contractors who have a need to know and are bound by confidentiality obligations; or (b) as required by law (in which case the receiving party will notify the disclosing party in advance where permitted).
The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was known to the receiving party prior to receipt from the disclosing party; (iii) is properly disclosed to the receiving party by a third party without restriction; or (iv) is independently developed by the receiving party.
4.2 Technology Restrictions
You will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or attempt to derive the source code of the Cortex Offering; (b) probe, scan or test the vulnerability of the Cortex Offering or breach its security or authentication measures without authorization; (c) use the Cortex Offering to build a product or service competitive with the Cortex Offering; (d) transfer, resell, lease, license or assign the Cortex Offering or offer it as a service provider; or (e) use the Cortex Offering in violation of applicable law or outside the scope of your rights under this Agreement.
5. Warranties & Disclaimers
5.1 Our Warranty
We warrant that we will provide the Cortex Offering in a professional and workmanlike manner consistent with prevailing industry standards and that the Cortex Offering will materially conform to the documentation. If there is a breach of the foregoing warranty, your exclusive remedy will be that we will re‑perform the deficient service or, if we cannot do so within [30] days after written notice, you may terminate the applicable order form and receive a pro‑rata refund of prepaid, unused fees for the terminated portion.
5.2 Customer Warranty
You warrant that you have all necessary rights and consents to provide any information, data (including personal data) and other materials you provide and to allow us to use the same as contemplated under this Agreement.
5.3 Disclaimers
EXCEPT as expressly provided above, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT. The Cortex Offering is provided “AS IS” and we do not guarantee error‑free operation, uninterrupted service or compatibility with third‑party products.
If you use any beta or preview features of the Cortex Offering (“Beta Features”), these are provided “AS IS” without warranty, and you acknowledge and agree that we have no commitment to release or support them and may terminate access at any time.
6. Indemnification
6.1 We Indemnify You
We will defend you against any third‑party claim alleging that your authorized use of the Cortex Offering infringes or misappropriates a patent, copyright or trade secret, and will indemnify you for any damages finally awarded (or settlement approved by us) in those claims, provided (a) you promptly notify us of the claim, (b) we have sole control of the defense and settlement of the claim, and (c) you reasonably cooperate with us.
If use of the Cortex Offering is (or in our opinion likely will be) subject to an infringement claim, we may at our option (i) procure the right for you to continue using the Cortex Offering, (ii) replace or modify the Cortex Offering to make it non‑infringing (with comparable functionality), or (iii) if neither (i) nor (ii) is commercially feasible, terminate the applicable order form and provide you with a pro‑rata refund of prepaid, unused fees for the terminated portion.
We will have no liability or obligation with respect to any claim arising from (A) your compliance with designs, guidelines or specifications you provided; (B) your use of the Cortex Offering not in accordance with this Agreement; (C) modification of the Cortex Offering by you; (D) your collection, processing or provision of Customer Data in violation of law or third‑party rights; (E) open‑source software; or (F) combination or use of the Cortex Offering with third‑party products where the infringement would not exist without that combination (“Excluded Claims”).
6.2 You Indemnify Us
You will defend us against any third‑party claim arising out of an Excluded Claim and will indemnify us for any damages finally awarded (or settlement approved by you) in connection with that claim, provided (a) we promptly notify you of the claim, (b) you have sole control of the defense and settlement, and (c) we reasonably cooperate.
7. Limitation of Liability
UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (including loss of goodwill, lost profits, lost data, business interruption) EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR (i) a breach of confidentiality, (ii) indemnification obligations, (iii) infringements of intellectual property rights, and (iv) your payment obligations, EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (a) the fees you paid to us under this Agreement in the twelve (12) months preceding the claim or (b) US $[insert minimum cap] (or local equivalent).
8. Termination
8.1 Term
This Agreement commences on the date you accept these Terms and continues until your account is terminated as provided below.
8.2 Termination and Suspension
You may terminate your account at any time via the account management tools. We may terminate or suspend your account if you commit any material breach of this Agreement and fail to cure within [5] days after written notice. We may also terminate or suspend your account immediately for cause if (a) there is reason to believe your use is fraudulent or adversely affecting the offering; or (b) you become insolvent, subject to bankruptcy or similar proceedings, or cease business.
If we terminate for convenience or because providing the offering becomes unlawful or impractical, either (i) termination will be effective at the end of your subscription term or (ii) we will provide you a pro‑rata refund of prepaid unused fees for the terminated portion. Except as expressly provided, no refund will be given for termination or suspension of access.
8.3 Survival
Upon termination or expiration, all rights and obligations will cease except those that by their nature should survive (e.g., confidentiality, proprietary rights, indemnification, limitations of liability, general provisions). Each party will, at the other’s option, return or destroy any Confidential Information of the other.
9. Definitions
FFor the purposes of this Agreement:
“Affiliates” means an entity that directly or indirectly controls, is controlled by, or is under common control with another entity, where “control” means ownership of 50 % or more of the voting power or equity.
“Claim” means any claim, demand, suit or proceeding.
“Confidential Information” means any information disclosed by either party that is marked as confidential or which should reasonably be understood as confidential given the nature and circumstances, excluding information that (i) is or becomes public through no fault of the receiving party; (ii) was already known to the receiving party without restriction; (iii) is properly disclosed to the receiving party by a third party without restriction; or (iv) is independently developed by the receiving party.
“Customer Data” means any data, including personal data, made available by you to us or generated specifically for you via your use of the Cortex Offering.
“Documentation” means the online help files, electronic technical documentation and other user manuals made available by us as part of the Cortex Offering.
“Order Form” means the ordering document or equivalent (online or offline) referencing the Cortex Offering, specifying pricing, term and other details.
“Services” means consulting, training, support and other professional or managed services we may offer in connection with the Cortex Offering.
“System Data” means data collected by us relating to the Cortex Offering’s use, performance, availability, logs or metrics.
“Term” means the initial term of this Agreement as set forth above, plus any renewal period unless terminated as provided herein.
“You” or “Customer” means you or the entity on whose behalf you accept the Terms.
“Cortex Offering” means the Cortex product, platform, services, supporting infrastructure and software provided by us (whether hosted or as a managed service).