Devin (Cognition AI)

"We reserve the right to temporarily suspend your access and any Authorized User's access to any portion or all of the Services if, in our sole discretion, we reasonably determine that: (i) there is a creditable risk of harm or liability to Licensor or any Licensor IP, including repeated or material violations of Agreement or the AUP; (ii) your use or any of your Authorized User's use of the Licensor IP disrupts or poses a security risk to Licensor IP or to any third party; (iii) you or your Authorized Users are using the Licensor IP for fraudulent or illegal activities; (iv) it is necessary to do so to comply with, or if otherwise required by, applicable law, including for changes to applicable laws or to comply with new applicable laws that require that Licensor suspend the Services or that otherwise may impose risks of material liability to Licensor or Customer; or (v) you have ceased to continue business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding."

" 10.1 Exclusion of Consequential and Related Damages: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, REPRESENTATIVES OR CONTRACTORS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE, REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. 10.2 Liability Limitation: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, REPRESENTATIVES OR CONTRACTORS ARISING OUT OF OR RELATED TO ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) AND STRICT LIABILITY, EXCEED THE TOTAL AMOUNTS PAID TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM."

"Notwithstanding the foregoing, this Section 9.1 will not apply, and Licensor shall have no obligation, with respect to any Third-Party Claim arising from or relating to: (1) compliance with Customer specifications; (2) use of the Services in combination with data, software, hardware, equipment, technology or other products or services not supplied or expressly authorized in writing by Licensor; (3) any adaptation or modification of the Services other than by Licensor; (4) Customer Data; or (5) Customer's or any Authorized User's breach of this Agreement. 9.2 Customer Indemnification: Customer shall indemnify, hold harmless, and, at Licensor's option, defend Licensor from and against any Losses resulting from any Third-Party Claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; and (ii) based on Customer's or any Authorized User's (A) negligence or willful misconduct; (B) use of the Services in a manner not authorized by this Agreement; (C) use of the Services in combination with data, software, hardware, equipment, technology or other products or services not supplied or expressly authorized in writing by Licensor; or (D) any adaptation or modification of the Services other than by Licensor, provided, that Customer may not settle any Third-Party Claim against Licensor unless Licensor consents to such settlement, and provided, further, that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. "

"This Section 9.1 will not apply, and Cognition shall have no obligation, with respect to any Third-Party Claim arising from or relating to: (i) compliance with Customer designs, specifications, or requirements; (ii) use of the Services in combination with software or equipment not supplied by Cognition, to the extent the infringement arises from such other software or equipment; (iii) any adaptation or modification of the Services other than by Cognition; (iv) Customer's failure to comply with the Documentation or otherwise follow instructions provided by Cognition which would have cured the cause of action; (v) use of the Services in a manner not authorized by this Agreement; (vi) Customer's continued use of a version of the Services other than the most recently released version or of an infringing item after a non-infringing replacement has been provided; or (vii) Customer Data. 9.2 Customer Indemnification: Customer shall indemnify, hold harmless, and, at Cognition's option, defend Cognition from and against any losses resulting from any Third-Party Claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; and (ii) based on Customer's or any Authorized User's (A) negligence or willful misconduct; (B) use of the Services in a manner not authorized by this Agreement; (C) use of the Services in combination with data, software, hardware, equipment, technology or other products or services not supplied or expressly authorized in writing by Cognition; or (D) any adaptation or modification of the Services other than by Cognition, provided, that Customer may not settle any Third-Party Claim against Cognition unless Cognition"

" 12.8 Assignment: You may not assign any of your rights or delegate any of your obligations hereunder without Licensor's prior written consent. Licensor may assign this Agreement to an affiliate or in the event of a sale of all or substantially all of its stock, assets or business to which this Agreement relates without consent. Any attempted assignment in violation of this section shall be null and void. 12.9 Equitable Relief: Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 6 or, in the case of Customer, Section 2.3, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise."

" 11.2 Class Action Waiver. YOU AND COGNITION AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. Unless both you and Cognition agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of class, collective, or representative proceeding. If this class action waiver provision is found to be unenforceable in any particular proceeding, then the entire arbitration provision in Section 11.1 will be null and void as to such proceeding, and the parties' dispute will instead be resolved in accordance with Section 12.6. 11.3 Notice of Arbitration. Before initiating arbitration, a party must first send a written notice of the Dispute to the other party by certified U.S. Mail or by a recognized courier requiring signature on delivery (“Notice of Arbitration”). Cognition's address for Notice of Arbitration is: Cognition AI, Inc., 550 Third Street, San Francisco, CA 94107. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe in detail the particular nature and basis of the claim or Dispute; and (c) set forth the specific relief sought. The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement within 30 days after the Notice of Arbitration is received, either party may commence an arbitration proceeding under Section 11.1."

" 3.3 Data Usage and Rights: 3.3.1 Use of Customer Data: Cognition may use Customer Data for model training purposes and to improve and enhance the Services. If you subscribe to a paid Service Tier, you may opt out of this use (“Opt-Out”). Following an Opt-Out election: (A) Customer Data will not be used for any other purpose, including training language models; and (B) Zero Data Retention will be enabled with our model providers. For the Teams Service Tier, only an administrator may exercise the Opt-Out. 3.3.2 Usage Data: Cognition reserves the right to collect, analyze, and utilize Usage Data for operational, analytical, and improvement purposes. Cognition owns all right, title, and interest in and to the Usage Data. 3.3.3 Abuse and Legal Process: ZDR does not preclude retention or disclosure of Customer Data (i) flagged on automated safety and abuse-detection classifiers; (ii) to perform safety, security, and AUP compliance review; or (iii) as compelled by applicable law or legal process. 3.4 Marketing: Subject to your prior consent, Cognition may use your name, logo, and trademarks in publicity, including, but not limited to, displaying your name, logo, or trademark on Cognition's website and marketing materials. Additionally, you agree to consider in good faith participating in a written case study at Cognition's request, detailing the collaboration and outcomes of the project, subject to mutual agreement on the content and timeline. "

" This Privacy Policy explains how Cognition AI, Inc (“ we ”, “ our ” or “ us ”) collect, use, disclose, and safeguard your information when you use visit our website (cognition.com), our software-as-a-service offerings that we make available to individuals and enterprise customers (e.g., Devin and Windsurf), along with any associated software, apps and websites (collectively, the “ Services ”). It is important that you understand how we use your information. You should read this page in full, but below are key highlights and some helpful links: Our goal is to simplify your experience. If you do not wish for your personal information to be collected, used, or disclosed as described in this Privacy Policy, or you are under 18 years of age, you should stop accessing our Services. We collect and use your information in order to provide and improve our Services and your experience, protect the security and integrity of our platform, and meet our legal obligations. To learn more, explore Section 1. Information We Collect and Section 2. How We Use Your Information . We share your information with trusted third parties and service providers in order to offer our Services, fulfill legal requirements and for the purposes set out more fully below. If you have any questions, or to exercise any available rights, please contact us at privacy@cognition.ai ."

" We use your personal information to deliver, personalize, operate, improve, create, and develop our Services, to provide you with a secure, smooth, efficient and customized experience as you use our Services, and for legal compliance, and loss prevention. We only use your account password to create and maintain your account and to provide you with the Services. Learn more about how we use your personal information and our legal basis for each such use case below. Why and how we use your information Information categories used Legal basis of processing (where applicable) To create and maintain your account Basic Information and Account Information Necessary to perform our contract with you To provide you with Services Basic Information, Account Information, Communications, App, browser, and device information, Services usage data, Additional information you submit to us Necessary to perform our contract with you To provide customer support Basic Information, Account Information, Communications, Services usage data (including location information), App, browser, and device information We rely on our legitimate interests or those of third parties (like other users and in some cases, the general public) where they are not outweighed by your rights and freedoms. In the EEA and UK, you have the right to object to, and seek restrictions of this processing (“Legitimate Interests”) — specifically, our interest in being responsive to your requests and ensuring you have the best use of the Services To send Service communications Basic Information, Account Information, Communications, App, browser, and device information, Services usage data, Additional information you submit to us Necessary to perform our contract with you. "

" circumstances, we may preserve and share your information: in response to requests from third parties, law enforcement, or other governmental authorities; to promote the safety, security, and integrity of the Services, network, our users, employees, and the public Basic Information, Account Information, Communications, App, browser, and device information, Services usage data Legitimate Interests — specifically, it is in our interest and the interest of the general public to prevent and address fraud, unauthorized use of the Services, violations of our terms or policies, or other harmful or illegal activity; to protect ourselves (including our personnel and property or the Service) our users or others, to defend our legal rights and resolve disputes, to secure our platform and network, to verify accounts and activity, to combat harmful conduct, to prevent and address fraud, abuse and other bad experiences, to prevent death or imminent bodily harm To research and innovate Basic Information, Account Information, Communications, Service Usage Data Legitimate Interests — specifically, it is in our interest and our users interest to improve and iterate our Services through information obtained from users, surveys, reviews, and feedback "

" 2.5 Suspension: We reserve the right to temporarily suspend your access and any Authorized User's access to any portion or all of the Services if, in our sole discretion, we reasonably determine that: (i) there is a creditable risk of harm or liability to Licensor or any Licensor IP, including repeated or material violations of Agreement or the AUP; (ii) your use or any of your Authorized User's use of the Licensor IP disrupts or poses a security risk to Licensor IP or to any third party; (iii) you or your Authorized Users are using the Licensor IP for fraudulent or illegal activities; (iv) it is necessary to do so to comply with, or if otherwise required by, applicable law, including for changes to applicable laws or to comply with new applicable laws that require that Licensor suspend the Services or that otherwise may impose risks of material liability to Licensor or Customer; or (v) you have ceased to continue business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding. Where practicable, Licensor will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). Licensor will use commercially reasonable efforts to promptly restore Customer's and its Authorized Users' access to the Services once the issue that led to the suspension is resolved. "

" 8.1 Limited Mutual Warranties: Each party represents and warrants that (i) it is a legal entity duly organized or incorporated, validly existing and in good standing under the laws of the state of its organization or incorporation; (ii) it has all requisite corporate or organizational power and authority required to perform hereunder; and (iii) it is duly authorized or qualified to do business and is in good standing in every jurisdiction in which an authorization or qualification is required to perform hereunder. 8.2 DISCLAIMER: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE LICENSOR IP AND SERVICES ARE PROVIDED “AS IS” AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE LICENSOR IP AND SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE LICENSOR IP AND SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, LICENSOR HAS NO LIABILITY FOR ANY USES OF THE SERVICES IN CONNECTION WITH HIGH-RISK ACTIVITIES."

" consents to such settlement, and provided, further, that Cognition will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. "

" 8.1 THE COGNITION IP, SERVICES, AND DOCUMENTATION ARE PROVIDED “AS IS” AND COGNITION HEREBY DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE COGNITION IP, SERVICES, AND DOCUMENTATION, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COGNITION SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COGNITION MAKES NO WARRANTY OF ANY KIND THAT THE COGNITION IP, SERVICES, DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 8.2 Output Disclaimer. It is your responsibility to evaluate whether Output is appropriate for your use case (including where human review is appropriate) before any use or sharing of any Output. Outputs may be inaccurate or inappropriate for your intended use cases, and Cognition disclaims all liability for any consequences arising from your use of, or reliance on, Output. Where Output includes any assessment, review, analysis, evaluation, or examination of code, configurations, security posture, vulnerabilities, defects, or other artifacts, you acknowledge that Cognition makes no representation or warranty that such Output identifies, surfaces, or addresses all relevant issues, vulnerabilities, defects, errors, security risks, compliance gaps, or other matters that may exist. "

"Such Output is provided as a non-exhaustive aid only and is not a substitute for your own review, testing, audit, or other independent verification. Cognition disclaims all liability for any issues, vulnerabilities, defects, errors, security risks, or other matters not identified, surfaced, or addressed by such Output."

" 9.1 Cognition Indemnification: This Section 9.1 applies only to Customers on the Paid Service Tiers and does not apply to Customers on the Free Service Tier. Subject to the foregoing, Cognition shall defend Customer against any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, when used in accordance with the terms of this Agreement, infringes or misappropriates such third party's patents, copyrights, or trade secrets, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer (including reasonable attorneys' fees) or agreed in a settlement resulting from the Third-Party Claim, provided, that Customer (i) promptly notifies Cognition in writing of such Third-Party Claim; (ii) cooperates with Cognition in connection with such Third-Party Claim; and (iii) allows Cognition sole authority to control the defense and any settlement of such Third-Party Claim. If such a Third-Party Claim is made or appears possible, Customer agrees to permit Cognition, at Cognition's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make the Services, or such component or part, as applicable, non-infringing; or (B) obtain the right for Customer to continue use of the Services, or component or part thereof, as applicable. If Cognition determines that neither alternative is reasonably available, Cognition may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer. "

" We do not sell or share your personal information with third parties for targeted advertising purposes, nor have we done so in the past 12 months. We also do not have actual knowledge that we sell or share for targeted advertising purposes personal information about individuals under 16 years old. We work with service providers and other third parties to help us provide our Services, and as a result we need to provide certain information with these third parties as described below. We disclose, and in the past 12 months, we've disclosed, the categories of personal data set forth in Section 1 with the following categories of third parties: Third Party Service Providers — We provide personal information to third party service providers who help us provide our Services. Other Third Parties — Certain features allow you to display or share information with other users or third parties. For example, you may share Devin AI conversations with other users via shared links. Be sure you trust any user or third party with whom you share information. Professional Advisors, authorities, and regulators — We share your information with our advisors, regulators, tax authorities, law enforcement, and government agencies to: Respond pursuant to applicable law or regulations, court orders, legal process or government requests; Comply with our reporting and information sharing obligations and regulatory authorities; Detect, investigate, prevent, or address fraud and other illegal activity or security and technical issues; and Protect the rights, property, safety of us, our users, or others, including to prevent death or imminent bodily harm."

"The information that you share with Third Party Sites will be governed by the specific privacy policies and terms of service of the Third Party Sites and not by this Privacy Policy. By providing these links we do not imply that we endorse or have reviewed these sites. Please contact the Third Party Sites directly for information on their privacy practices and policies."