Terms of Use

OVERVIEW

Cognx is a DynamX company.

The Cognx platform is operated by Dynamx Artificial Intelligence LLC, with its registered office at M-03, Abdulraheem Ahmed, Mohamed AlMahmoud Building, Al Nahyan Area, Sector E19, Airport Road. P.O. Box 46221, Abu Dhabi, United Arab Emirates referred to in these Terms as “Cognx”, “we”, “us” or “our”.

These Terms of Service (“Terms”) govern access to and use of the Cognx website, AI platform, applications, application programming interfaces (“APIs”), and associated services that we provide under these Terms, collectively the “Service”.

The Service is intended for business and organisational use. “You” and “your” refer to the organisation or business entering into these Terms, or an individual using the Service for their own business purposes. “Authorised Users” are the individuals you permit to access the Service under your account.

An “Order” means an agreed order form, subscription confirmation, or other written purchasing document identifying the services, fees, subscription period, and any additional conditions applicable to your purchase.

By accepting these Terms electronically or entering into an Order that incorporates them, you agree to be bound by them. If you accept these Terms on behalf of an organisation, you confirm that you have authority to bind that organisation.

If you do not agree to these Terms, you must not register for or use the Service.

A separately signed enterprise agreement may replace or supplement these Terms as described in Section 17.

SECTION 1 — ELIGIBILITY, ACCOUNTS AND AUTHORISED USERS

You must have the legal capacity and authority to enter into this agreement. Authorised Users must be adults legally permitted to use the Service in their jurisdiction.

You must provide accurate registration, billing, and contact information and keep that information reasonably up to date.

You are responsible for managing your Authorised Users, assigning appropriate permissions, and protecting account credentials, API keys, access tokens, and administrative accounts. Credentials must not be shared beyond the access permitted by your subscription and security configuration.

Your organisation’s administrators may manage users, connected sources, workspace settings, and access to content. Their ability to access conversations, records, or logs depends on the features and permissions available in your deployment.

You must notify us promptly of suspected unauthorised access or a security incident affecting your account.

You are responsible for activity that you or your Authorised Users authorise. This does not relieve us of responsibility for breaches of our own contractual or security obligations.

SECTION 2 — PLATFORM SERVICES AND DEPLOYMENT

Depending on your Order and the features enabled for your account, the Service may include AI-assisted conversations, document analysis, knowledge search, summarisation, content generation, data analysis, integrations, configurable assistants, agents, and automated workflows.

References to a capability in these Terms do not mean that it is included in every subscription or available in every deployment. Your Order and the documentation applicable to your purchased service define the functionality we agree to supply.

Hosted services

Where we host or manage the Service, we are responsible for the infrastructure and operational activities expressly included in your Order.

Specific commitments concerning hosting location, availability, backups, support, security controls, or recovery arrangements apply only where documented in the applicable agreement.

Customer-managed deployments

Where you operate the Service in your own infrastructure, private cloud, or on-premises environment, you are responsible for the infrastructure and activities allocated to you in the Order. These may include installation, network security, access management, backups, monitoring, and applying updates.

We remain responsible for any software, support, maintenance, or other obligations we expressly undertake.

Customer-managed deployment does not, by itself, guarantee that all processing remains within your environment. Any external models, integrations, telemetry, or support connections must be considered when configuring the deployment.

No certification, regulatory approval, air-gap capability, or data-residency guarantee is implied unless expressly included in your agreement.

SECTION 3 — AI OUTPUTS AND HUMAN OVERSIGHT

“Output” means responses, summaries, analyses, recommendations, generated documents, code, and other material produced through the Service in response to your instructions or content.

The Service uses AI systems that may produce inaccurate, incomplete, outdated, biased, or misleading Output. Output may contain errors even where it appears confident, includes citations, or refers to your organisation’s information.

You must assess whether Output is suitable for its intended purpose. Appropriate review may include checking source documents, calculations, dates, assumptions, permissions, and factual statements.

Source references help users review evidence but do not guarantee that an answer fully or correctly represents the source.

Unless separately agreed for a specifically defined use, the Service does not provide regulated professional advice and must not replace appropriately qualified legal, medical, financial, or other professional judgment.

You must not use Output as the sole basis for decisions that could materially affect a person’s health, safety, legal rights, employment, access to essential services, or financial circumstances without appropriate human oversight and any safeguards required by law.

You remain responsible for your business decisions and for reviewing material before publishing, distributing, or acting on it. These responsibilities do not remove our obligations to provide the contracted Service with reasonable skill and care.

SECTION 4 — SERVICE AVAILABILITY AND CHANGES

We will use reasonable care in operating the Service and performing the obligations included in your Order.

The Service may be affected by maintenance, software updates, capacity constraints, security incidents, or failures involving networks and external systems. Any specific availability commitment or service credit must be set out in an agreed service-level agreement.

We may make changes to maintain security, comply with law, correct defects, or improve the Service.

We will not materially reduce the core functionality purchased for a paid subscription during its committed term without your agreement, except where necessary to address a legal requirement, material security risk, or circumstances outside our reasonable control.

Where a necessary change materially reduces the contracted Service and no reasonable replacement is available, you may terminate the affected service and receive a proportionate refund of prepaid fees for the unused period.

Where reasonably practicable, we will give advance notice of planned changes likely to materially disrupt your use.

Preview features, demonstrations, and roadmap statements are not commitments to deliver future functionality unless expressly included in an Order.

SECTION 5 — SUBSCRIPTIONS, USAGE LIMITS AND EVALUATIONS

Your subscription may be subject to limits on users, storage, documents, connectors, model requests, tokens, processing capacity, agent activity, or other usage measures disclosed in your Order.

Where usage-based charging applies, the charging method must be disclosed before the relevant paid usage is incurred. Depending on the agreed arrangement, metered usage may include input, retrieved context, generated responses, and additional model or tool calls made within an agent workflow.

You must not bypass usage limits, manipulate metering, share access contrary to your plan, or create accounts to avoid agreed charges.

Usage limits and spending alerts are not guaranteed spending caps unless expressly described as such in your agreement.

We may offer trials, demonstrations, or beta features under additional conditions disclosed before use. Such features may change or be withdrawn and should not be relied on for critical production activities unless we expressly agree otherwise.

You should use synthetic or appropriately sanitised information in demonstrations and evaluations unless the relevant data-processing and security arrangements have been agreed.

A trial will not convert into a paid subscription unless the price, conversion date, and cancellation arrangements have been disclosed and accepted.

SECTION 6 — FEES, BILLING, RENEWAL AND CANCELLATION

You agree to pay the fees stated in your Order. The Order will identify the billing currency, payment schedule, subscription period, applicable usage charges, and whether taxes are included.

Fees for external model providers, cloud infrastructure, or other third-party services are included only where expressly stated. Separately chargeable services must be identified before you authorise their use.

You must provide accurate billing details and promptly notify us of a disputed invoice. The parties will work reasonably to resolve genuine billing disputes, and undisputed amounts remain payable.

Subscriptions renew automatically only where automatic renewal was clearly disclosed and accepted. You may prevent renewal using the cancellation method and deadline stated in your Order.

Cancelling renewal normally takes effect at the end of the current subscription period. Merely ceasing to use the Service does not cancel a committed subscription.

Any proposed increase in subscription fees will take effect at renewal, not retrospectively. We will provide at least 30 days’ notice and sufficient time for you to cancel before the renewal cancellation deadline.

Prepaid fees are not refundable merely because you choose not to use the Service. This does not affect refunds expressly provided by these Terms, your Order, or applicable law.

SECTION 7 — MODELS, AGENTS AND CONNECTED SYSTEMS

AI models

The Service may use models operated by us, third-party providers, or infrastructure selected by you.

Model availability, performance, supported functions, and data handling depend on the applicable provider and deployment configuration. We will identify the material processing arrangements relevant to the services we supply.

You must not send information to a model or provider unless you are authorised to do so and the arrangement meets your organisation’s requirements.

Agents and automated workflows

Where enabled, agents may retrieve information, call tools, query systems, generate files, update records, send communications, or perform other configured actions.

You are responsible for defining appropriate permissions, approval requirements, and operational limits for workflows you configure or authorise.

An approval to connect a system should not be treated as approval for unrestricted access or every possible action. You should grant only the access reasonably necessary for the intended workflow.

Actions that change records, disclose information, incur costs, or communicate externally should be tested and subject to appropriate approval controls.

Stopping an agent or disconnecting an integration may prevent future activity but may not reverse actions already completed in another system.

We remain responsible for implementing the access restrictions and approval mechanisms we expressly agree to provide.

Connected data

By enabling a connector, you authorise the Service to access and process information within the permissions you lawfully grant, solely for the purposes permitted by this agreement.

You are responsible for confirming your authority to connect each source and for reviewing the permissions granted to service accounts and shared credentials.

SECTION 8 — THIRD-PARTY SERVICES AND SOFTWARE COMPONENTS

The Service may interoperate with third-party applications, model providers, databases, APIs, hosting services, and other software.

Where you contract directly with a third-party provider, your use of that provider’s service is also governed by its applicable terms. You are responsible for reviewing those terms and any associated charges.

A provider may change its API, discontinue a model, impose rate limits, or alter access conditions. We will use reasonable efforts to address material effects on the Service we have contracted to supply.

We are not responsible for independently selected third-party services merely because they can connect to Cognx. However, using suppliers or subcontractors does not remove our responsibility for obligations we have undertaken to you.

Where software components are supplied under separate open-source or other third-party licences, those licences govern the relevant components. Nothing in these Terms restricts rights granted to you under an applicable open-source licence.

Use of the Service does not imply that the entire platform, its source code, or any model weights are licensed for redistribution.

SECTION 9 — CUSTOMER CONTENT, OUTPUT AND INTELLECTUAL PROPERTY

Your content

“Customer Content” means documents, datasets, prompts, conversations, files, records, instructions, and other information that you or your Authorised Users submit to or make available through the Service.

As between you and us, you retain your rights in Customer Content. These Terms do not transfer ownership of your documents, business information, or connected-system data to us.

You confirm that you have the rights and lawful authority needed for the processing you instruct us to perform.

Limited processing permission

You authorise us and our approved service providers to access, host, reproduce, transmit, index, and otherwise process Customer Content only as reasonably necessary to provide, secure, and support the contracted Service, comply with documented instructions, and meet legal obligations.

This permission includes creating the representations and search indexes needed to retrieve relevant information and produce requested Output.

It does not grant a general right to publish, sell, or disclose your Customer Content.

Model training

We will not use Customer Content or Output to train or fine-tune models for our own general use, other customers, or third parties without your separate, explicit written authorisation.

A customer-specific training or fine-tuning engagement requires a separate written agreement defining the data, purpose, permitted use, and applicable retention arrangements.

Ordinary use of the Service does not constitute consent to model training.

For providers we appoint to process Customer Content, we will require contractual restrictions consistent with these commitments. Providers you independently select and contract with remain subject to the agreements and settings you establish with them.

Rights in Output

As between you and us, you may use Output for your lawful business purposes. To the extent we acquire transferable intellectual property rights in Output generated specifically for you, we assign those rights to you.

This does not transfer ownership of our pre-existing software, templates, methods, or third-party material incorporated into Output. Any applicable third-party restrictions must still be observed.

We do not guarantee that Output is unique, eligible for intellectual property protection, or free from third-party rights.

Our platform and your feedback

We and our licensors retain ownership of the Service, including its software, design, documentation, and underlying technology.

You receive a limited right to access and use the Service during the agreed term for the purposes permitted by your Order.

Voluntary product feedback may be used to improve the Service without compensation. Feedback does not include Customer Content, confidential information, or personal data merely because it was submitted through the platform.

SECTION 10 — CONFIDENTIALITY, PRIVACY AND SECURITY

Each party must protect the other party’s confidential information using reasonable care and use it only to perform or exercise rights under this agreement.

Customer Content and non-public Output will be treated as your confidential information.

Confidential information may be disclosed only to personnel, advisers, and approved service providers who need it for an authorised purpose and are subject to appropriate confidentiality obligations.

These duties do not apply to information the receiving party can demonstrate was lawfully known without restriction, independently developed, lawfully received from another source, or publicly available without breach.

Where disclosure is legally required, the receiving party will disclose only what is required and, where legally permitted, give reasonable notice.

Personal data

Our Privacy Policy explains our handling of personal data for purposes such as account administration, billing, and website operation.

Where we process personal data on your behalf, the parties must put an appropriate Data Processing Agreement in place before that processing begins. It will address the parties’ roles, processing instructions, security, subprocessors, assistance, international transfers, and deletion or return of data.

These Terms do not replace that agreement.

Security and access

We will maintain technical and organisational measures appropriate to the processing we undertake and the commitments in your agreement.

Access by our personnel to Customer Content will be limited to authorised purposes such as providing requested support, maintaining security, or meeting legal obligations.

We will notify you without undue delay after becoming aware of a personal-data breach affecting Customer Content for which we act as your processor, and cooperate as required by the applicable agreement and law.

No information system can be guaranteed free from every security risk. This does not reduce our agreed security obligations.

Sensitive information and processing location

You must not submit information requiring special handling—including classified information, regulated health records, or sensitive personal data—unless the relevant use, deployment, and safeguards have been agreed.

Any required hosting region, restriction on cross-border processing, or prohibition on external model access must be recorded in the applicable agreement.

We may use operational metrics for billing, reliability, and security as described in our agreements and Privacy Policy. This does not authorise unrelated use of Customer Content or override the model-training restrictions in Section 9.

SECTION 11 — DATA QUALITY AND CUSTOMER RESPONSIBILITIES

You are responsible for the content, permissions, and instructions you provide and for assessing whether the Service is suitable for your intended use.

Search results and Output depend on the sources available, document quality, connector configuration, access permissions, and the capabilities of the selected model.

Information retrieved from an indexed source may not reflect its latest state. Live queries are available only where the relevant integration supports them and has been configured accordingly.

You should verify the date and source of information where freshness is important.

Disconnecting a source does not necessarily delete previously imported documents, indexes, logs, or generated Output. Deletion must be handled through the applicable controls and retention arrangements.

You are responsible for configuring the access settings allocated to you and notifying us of material source-permission changes where action by us is required. We remain responsible for the controls and synchronisation behaviour we expressly agree to supply.

Unless included in your Order, the Service is not a substitute for your organisation’s backup, records-management, or disaster-recovery arrangements.

SECTION 12 — ACCEPTABLE USE

You must not use the Service to:

• Conduct unlawful activities, infringe intellectual property rights, or unlawfully disclose personal or confidential information.
• Access another person’s account, documents, systems, or data without authorisation.
• Introduce malicious code, conduct unauthorised security testing, or interfere with the integrity or availability of the Service.
• Bypass access controls, subscription restrictions, usage limits, or other protective measures.
• Commit fraud, impersonate others, facilitate phishing, or distribute unlawful or abusive material.
• Configure agents to exceed your authority, conceal unauthorised actions, or perform activities prohibited by applicable law.

You must not resell, sublicense, or make the Service available to unrelated third parties unless your Order permits it. This does not prevent permitted sharing of Output or customer-facing uses expressly included in your agreement.

You must comply with applicable export-control and sanctions restrictions.

Security testing may be conducted only under a written authorisation or an applicable published testing policy.

We may take proportionate action to investigate or address suspected misuse, subject to the suspension and termination provisions below.

SECTION 13 — WARRANTIES AND LIMITATION OF LIABILITY

We will provide the contracted Service with reasonable skill and care and substantially in accordance with the specifications expressly agreed in your Order.

We do not warrant that every AI response will be correct, that the Service will identify every relevant document, or that every integration will operate without interruption.

Except for express contractual commitments and rights that cannot lawfully be excluded, we do not provide additional implied warranties concerning suitability for a particular purpose or guaranteed business outcomes.

Business liability limits

For paid business services, each party’s aggregate liability arising out of or relating to the affected Order will not exceed the fees paid or payable under that Order during the 12 months immediately preceding the first event giving rise to the claim.

Neither party will be liable for indirect or consequential losses. Reasonable direct costs of restoring data or responding to an incident caused by a party’s breach are not excluded merely because they relate to a data incident; they remain subject to the applicable monetary cap.

Any liability cap for a free evaluation must be separately disclosed and agreed. A zero liability cap does not arise merely because an evaluation is free.

The monetary cap does not limit your obligation to pay properly due fees.

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited.

Any different liability arrangements in a signed enterprise agreement or Data Processing Agreement will apply as expressly stated there.

SECTION 14 — THIRD-PARTY CLAIMS

For business customers, you agree to indemnify us against amounts finally awarded by a court, or agreed in a settlement you approve, and reasonable defence costs arising from a third-party claim that:

Your Customer Content, as supplied by you and processed in accordance with your instructions, infringes that third party’s rights; or your intentional unlawful use of the Service causes that third party loss.

This obligation does not apply to the extent the claim results from our breach, unauthorised processing, or modifications we make outside your instructions.

We must notify you promptly of the claim, provide reasonable cooperation, and allow you to control its defence with suitably qualified advisers.

You must not agree to a settlement that admits fault on our behalf or imposes a non-monetary obligation on us without our written consent, which will not be unreasonably withheld.

This section is subject to Section 13 unless a signed agreement expressly provides otherwise.

SECTION 15 — SEVERABILITY AND WAIVER

If a provision of these Terms is found unlawful or unenforceable, it will be limited or removed only to the extent necessary. The remaining provisions will continue in effect.

A failure or delay in enforcing a right does not waive that right.

A waiver must be clearly expressed and applies only to the circumstances for which it is given.

SECTION 16 — SUSPENSION, TERMINATION AND DATA RETURN

We may suspend the affected part of the Service where reasonably necessary to address a material security risk, unlawful activity, serious misuse, or a binding legal requirement.

Where practicable, we will notify you of the reason and give you an opportunity to resolve the issue. Suspension will be limited in scope and duration as reasonably appropriate.

For overdue undisputed fees, we will provide written notice and at least 14 days to resolve the non-payment before suspension.

Either party may terminate an affected Order for a material breach that is not remedied within 14 days after written notice. Immediate termination may be appropriate where the breach cannot reasonably be remedied or continued performance would be unlawful.

If you terminate because of our uncured material breach, we will refund prepaid fees for the unused portion of the affected service.

Data export and deletion

For hosted services, unless another period is agreed, you may request export of retrievable Customer Content during the 30 days following termination.

We will provide an export using the formats reasonably supported by the Service. Any additional migration or transformation work must be separately agreed.

After the export period, we will delete or return Customer Content in accordance with the applicable Data Processing Agreement and retention schedule.

Information retained because of a legal obligation or within protected backups will remain subject to confidentiality and security obligations and will not be used for unrelated purposes. Backup copies will be removed according to the agreed deletion cycle.

For customer-managed deployments, you are responsible for data stored in infrastructure you control. We will return or delete any copies held by us under the applicable agreement.

Termination does not automatically reverse actions performed in external systems or delete copies you have exported elsewhere.

SECTION 17 — ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

These Terms and the Orders and additional agreements expressly incorporated into them form the agreement governing the relevant Service.

If provisions conflict, an expressly agreed precedence clause will apply. Otherwise:

A separately signed enterprise agreement takes precedence over these Terms. A Data Processing Agreement takes precedence for personal-data processing matters. An Order takes precedence for the specific services, fees, and commercial arrangements it expressly addresses.

A general change to these Terms does not amend a separately signed agreement unless that agreement permits the change.

Third-party and open-source licences continue to govern the components to which they apply.

Neither party may transfer this agreement in a way that materially reduces the other party’s contractual protections without consent, except where the applicable signed agreement expressly permits the transfer.

SECTION 18 — GOVERNING LAW AND JURISDICTION: UNITED KINGDOM AND UNITED ARAB EMIRATES

Unless a separately signed enterprise agreement or Order expressly provides otherwise, the following allocation applies.

United Kingdom customers

Where the customer identified in the Order is a business or organisation established in the United Kingdom, these Terms and any contractual or non-contractual dispute arising from them will be governed by the laws of England and Wales.

The courts of England and Wales will have non-exclusive jurisdiction.

United Arab Emirates and other customers

Where the customer identified in the Order is established in the United Arab Emirates, these Terms and related contractual or non-contractual disputes will be governed by the applicable federal laws of the United Arab Emirates and the laws of the Emirate of Abu Dhabi.

The onshore courts of Abu Dhabi, United Arab Emirates, will have non-exclusive jurisdiction.

The same UAE provisions apply to customers established outside the United Kingdom and the United Arab Emirates unless a separately signed agreement specifies otherwise.

Resolving disputes

The parties will first seek to resolve a dispute through good-faith discussions between authorised representatives.

This does not prevent either party from seeking urgent court relief, protecting a limitation period, or exercising a legal right that cannot be restricted by agreement.

Nothing in this section removes mandatory rights or protections that apply notwithstanding the chosen governing law.

SECTION 19 — CHANGES TO THESE TERMS

We may update these Terms to reflect changes in law, security requirements, the Service, or our operating arrangements.

We will publish the revised Terms with an updated effective date.

For material changes affecting an active paid subscription, we will provide at least 30 days’ notice unless a shorter period is reasonably necessary to address a legal requirement or urgent security issue.

Changes will not apply retrospectively. They will not increase fixed-term fees or materially reduce agreed rights during a committed subscription term without your agreement, except as permitted under Section 4 for necessary changes.

Where a material change requires your acceptance, we will obtain it. Where a permitted necessary change materially disadvantages you, you may terminate the affected service before the change takes effect and receive a proportionate refund of unused prepaid fees.

Revised terms applicable at renewal will be provided in sufficient time for you to decide whether to renew.

SECTION 20 — CONTACT INFORMATION

Questions about these Terms, account concerns, complaints, and contractual notices should be directed to:

Cognx
Email: Hello@dynamx.ai

Formal notices will be sent to the contractual contact details in your Order or other details properly notified by either party.