End-User License Agreement — Cogitent Plus Edition
DRAFT — pending counsel review. Not legal advice. Not yet binding until ratified in M1 final.
| Field | Value |
|---|---|
| Version | 1.0 |
| Status | Draft — pending counsel review |
| Effective date | [DATE — set on M1 ratification] |
| Governing entity | Cogitent SAS (in formation) |
Preamble
This End-User License Agreement ("Agreement") governs your use of the Cogitent Plus Edition software ("Software"), a closed-source AI memory augmentation layer for coding assistants. It is entered into between you ("User") and Cogitent SAS (in formation), a French simplified joint-stock company in the process of formation ("Cogitent" or "Company").
By installing, copying, activating, or using the Software — including during a free trial period — you accept all terms of this Agreement. If you do not accept these terms, do not install or use the Software.
This Agreement covers only the Plus Edition (closed-source). For the Community Edition (CE), which is licensed under the GNU Affero General Public License v3.0 or later (AGPL-3.0-or-later), please refer to the CE license notice in the source repository.
Cross-reference: telemetry details are in docs/commercial-strategy.md §6 and in the Privacy Policy at docs/legal/privacy-policy.md. The intellectual property context is documented in docs/ip-audit.md and docs/license-analysis.md.
1. Definitions
1.1 "Software" means the Cogitent Plus Edition binaries, libraries, wheels, configuration files, and accompanying documentation delivered by the entitlement service.
1.2 "License Key" means the cryptographically signed JSON Web Token (JWT) issued by Cogitent and used to authenticate and activate the Software on a specific installation.
1.3 "Install" means a single, unique instantiation of the Software identified by a unique install UUID generated at first launch.
1.4 "Trial Period" means the ninety (90) calendar days following the creation of an install UUID during which full Software functionality is available without payment.
1.5 "Entitlement Service" means the Cogitent-operated API endpoint that issues, validates, and revokes License Keys and delivers Software updates.
1.6 "User" means the individual or legal entity that installs or uses the Software.
1.7 "Commercial Exemption" means a separate written agreement with Cogitent that supersedes specific prohibitions in this Agreement (see Section 12).
1.8 "Contribution" and "ICLA" have the meanings given in docs/legal/icla.md.
2. Grant of License
2.1 Scope. Subject to the terms of this Agreement and, if applicable, the payment of applicable fees, Cogitent grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable license to install and use the Software on computing systems you own or control, solely for your own internal use or development work.
2.2 Per-Install. The license is granted on a per-install basis. Each install is identified by a unique install UUID. Operating the Software simultaneously on multiple machines requires a License Key that authorises multiple installs, or separate License Keys per install.
2.3 Activation. The Software requires a valid License Key to operate beyond the Trial Period. The License Key is a JWT signed by Cogitent's private key, verifiable offline. The Software performs license verification locally using the embedded public key; no network call is required for verification after initial key download.
2.4 Offline Grace Period. If the Software cannot contact the Entitlement Service for validation (network unavailability), a 7-day offline grace period allows continued operation. After 7 days without a successful validation call, features requiring a valid key are disabled until connectivity is restored.
3. Restrictions and Prohibited Uses
Except as expressly permitted by this Agreement or a Commercial Exemption, you must not:
3.1 Redistribute. Copy, sell, sublicense, distribute, or otherwise transfer the Software or any portion of it to any third party, whether commercially or gratuitously.
3.2 Reverse-Engineer. Decompile, disassemble, translate, or otherwise attempt to derive the source code, algorithms, or data structures of the Software except to the limited extent that applicable law mandates such rights in spite of contractual restrictions (e.g., Art. L. 122-6-1 of the French Code de la propriété intellectuelle regarding interoperability); in such cases, you must first request the interoperability information from Cogitent via [email protected].
3.3 Remove Notices. Remove, alter, or obscure any proprietary notices, attribution statements, copyright notices, or trademark legends in the Software or documentation.
3.4 Multi-Tenant Resale. Offer the Software as a hosted service, SaaS offering, or managed service where third parties access Software functionality remotely, without first obtaining a Commercial Exemption from Cogitent.
3.5 Defeat Trial Controls. Artificially extend the Trial Period by creating new install UUIDs, spoofing system identifiers, deleting or manipulating local state files, or any other means intended to circumvent the trial-degradation mechanism.
3.6 Automated Adversarial Use. Use the Software as part of an automated pipeline whose primary purpose is to train a competing model without Cogitent's written consent.
4. Trial Mechanics
4.1 Duration. Each install UUID receives a 90-day free Trial Period beginning on the day of first launch. During the Trial Period, all Plus Edition features are available.
4.2 Expiry. On day 91 after the trial start, the Software enters a degraded mode: memory recall and federated-learning contribution features are suspended. No prior notice is given; the countdown is visible in the Software's status interface from day 1.
4.3 Reset Policy. Trial resets are granted only by creating a fresh install with a new install UUID on a new host or after a complete uninstall that removes all persistent state (including the install UUID store). Re-using an existing install UUID on the same host does not reset the trial.
4.4 No Obligation. The Trial Period does not obligate Cogitent to offer a paid license at any particular price, and Cogitent reserves the right to modify trial terms for future installs with 30 days' notice.
5. Updates and Patches
5.1 Cogitent may, at its discretion, release updates, patches, and new versions of the Software ("Updates"). Updates are delivered through the Entitlement Service to Users with active License Keys.
5.2 Updates may modify features, correct defects, or alter APIs. Cogitent will provide reasonable notice of breaking changes in the release notes.
5.3 You are not required to install Updates, but Cogitent may cease supporting older versions after publishing a deprecation notice.
5.4 Updates are subject to this Agreement unless accompanied by an updated agreement, in which case the updated agreement governs.
6. Intellectual Property
6.1 Cogitent retains all right, title, and interest in and to the Software, including all intellectual property rights. This Agreement does not transfer ownership of any intellectual property.
6.2 The Community Edition of Cogitent is separately licensed under AGPL-3.0-or-later. The Plus Edition contains additional closed-source components that are not covered by that open-source license. If you received the Plus Edition believing it to be open-source, contact [email protected].
6.3 Feedback you provide to Cogitent about the Software may be used by Cogitent without restriction or compensation to you.
7. Telemetry and Privacy
7.1 The Software collects telemetry events as described in docs/commercial-strategy.md §6. The event set is limited to: install, trial_start, trial_end, trial_expired, license_key_validated, feature_gated, fl_contribution, error_class, recall_latency_p50_p95, store_count.
7.2 No personally identifiable information (PII), episode content, query text, or memory entries are included in any telemetry event.
7.3 For Plus Edition, telemetry collection and federated-learning contribution require explicit, revocable consent under Art. 6(1)(a) RGPD. You may withdraw consent via the telemetry opt-out toggle in the Software's TUI at any time.
7.4 Full details of data processing — including legal basis, retention periods, and your rights — are in the Privacy Policy at docs/legal/privacy-policy.md.
8. Audit Right
8.1 Cogitent may, upon reasonable written notice (minimum 5 business days), request that you run an entitlement-state diagnostic command provided by Cogitent's support team and share the output with Cogitent. This diagnostic reports only: install UUID, License Key fingerprint, trial status, version, and the telemetry event counters.
8.2 No remote audit. Cogitent does not have the right to access your systems, inspect your data, or collect any data beyond the telemetry event set described in Section 7.
8.3 If the diagnostic reveals material discrepancies (e.g., the install UUID is associated with more active installs than authorised), Cogitent may issue a written notice of non-compliance and provide a 30-day cure period.
9. Warranty Disclaimer
9.1 THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
9.2 Without limiting the foregoing, Cogitent does not warrant that the Software will be error-free, that defects will be corrected, or that the Software is free of viruses or other harmful components.
9.3 This disclaimer applies to the maximum extent permitted by applicable law. Consumer-protection rules under French law (including those implementing EU Directive 2019/770 on digital content and services) that cannot be excluded by contract are preserved in full.
10. Limitation of Liability
10.1 Cap. To the maximum extent permitted by applicable law, Cogitent's total cumulative liability arising out of or relating to this Agreement — whether in contract, tort (including negligence), strict liability, or otherwise — is limited to the total fees paid by you to Cogitent in the twelve (12) months immediately preceding the event giving rise to liability. If no fees were paid (e.g., during a Trial Period), Cogitent's liability is limited to €100.
10.2 Consequential Damages Exclusion. In no event shall Cogitent be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of data, loss of revenue, loss of profits, or business interruption, even if Cogitent has been advised of the possibility of such damages.
10.3 Mandatory French Rules Preserved. Nothing in this Section limits liability that cannot be excluded under French mandatory law, including liability for death or personal injury caused by negligence, fraudulent concealment (dol), or willful misconduct (faute lourde) (Code civil, Art. 1231-3 and Art. 1245 et seq. for product liability).
10.4 Gross Negligence / Willful Misconduct Carve-Out. Sections 10.1 and 10.2 do not apply to damages caused by Cogitent's gross negligence (faute lourde) or willful misconduct (faute intentionnelle).
11. Termination
11.1 For Cause by Cogitent. Cogitent may terminate this Agreement upon thirty (30) days' written notice if you materially breach any provision and fail to cure the breach within that notice period. For breaches involving illegal use, IP infringement, or active exploitation of the AUP (see docs/legal/aup.md), Cogitent may terminate immediately.
11.2 By User. You may terminate this Agreement at any time by uninstalling all copies of the Software, deleting all associated state files, and ceasing all use. No refund is provided for unexpired license periods except as required by mandatory consumer law.
11.3 Effect of Termination. Upon termination, all rights granted to you under this Agreement immediately cease. You must destroy all copies of the Software in your possession.
11.4 Surviving Clauses. The following Sections survive termination: 1 (Definitions), 6 (Intellectual Property), 9 (Warranty Disclaimer), 10 (Limitation of Liability), 11.4 (Surviving Clauses), 13 (General — Governing Law, Dispute Resolution, Confidentiality).
12. Commercial Exemption
12.1 Certain restrictions in this Agreement (particularly Section 3.4 on multi-tenant resale and Section 3.1 on redistribution to affiliated entities) may be waived by a Commercial Exemption.
12.2 To request a Commercial Exemption, contact [email protected] with a description of the intended use case. Commercial Exemption terms are negotiated individually and set forth in a separate written agreement.
12.3 The ICLA (docs/legal/icla.md) governs Contributions to the open-source CE codebase and is separate from this Agreement.
13. General
13.1 Governing Law
This Agreement is governed by and construed in accordance with the laws of France, without regard to its conflict-of-laws rules. To the extent applicable, EU law (including the AI Act, RGPD/GDPR, and the Digital Content Directive 2019/770) governs the processing of personal data and consumer rights.
13.2 Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the Tribunal de commerce de [VILLE], France, except that:
- Consumer users (within the meaning of French consumer law) may bring claims before the courts of their place of domicile;
- Nothing prevents either party from seeking interim or injunctive relief from any court of competent jurisdiction.
13.3 Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.
13.4 Entire Agreement
This Agreement, together with the Privacy Policy (docs/legal/privacy-policy.md), Acceptable Use Policy (docs/legal/aup.md), and any Commercial Exemption, constitutes the entire agreement between you and Cogitent concerning the Software and supersedes all prior or contemporaneous communications.
13.5 Amendment
Cogitent may update this Agreement at any time by publishing a new version. Continued use of the Software after the effective date of the new version constitutes acceptance.
13.6 Language
The controlling version of this Agreement is the English text. Translations are provided for convenience only.
13.7 Contact
Cogitent SAS (in formation) Legal inquiries: [email protected] Privacy inquiries: [email protected] Abuse reports: [email protected]
End of EULA v1.0 — Cogitent Plus Edition