Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and COGSLOG ("Company," "we," "our," or "us") governing your access to and use of the COGSLOG platform, including all associated software, services, and content (collectively, the "Service").

By accessing or using the Service, creating an account, or clicking "I agree," you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are accessing the Service on behalf of a business or other legal entity ("Organization"), you represent and warrant that you have the authority to bind that Organization to these Terms, in which case "you" refers to both you individually and the Organization.

You must be at least 18 years of age to use the Service. By using the Service, you represent that you meet this requirement.

2. Description of Service

COGSLOG is a cloud-based cost of goods sold (COGS) tracking and analytics platform designed for small and medium-sized businesses. The Service provides:

• AI-powered invoice processing and optical character recognition (OCR) to extract line-item data from supplier invoices (PDF and image formats)
• Vendor management and vendor-specific invoice field mapping and learning
• Cost categorization through a configurable three-level category hierarchy
• SKU-level cost tracking, price history analysis, and unit-of-measure conversion
• Analytics dashboards, vendor comparison tools, and trend reporting
• Excel export for bookkeeping and accounting workflows
• Multi-user access with organization-level data isolation

The Service is provided on a subscription basis. We reserve the right to modify, suspend, or discontinue any feature or aspect of the Service at any time with reasonable notice where practicable.

3. User Accounts

3.1 Account Registration

To access the Service, you must register for an account by providing accurate, current, and complete information, including a valid email address. You agree to promptly update your account information to keep it accurate.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to:

• Choose a strong, unique password for your COGSLOG account
• Notify us immediately at hello@cogslog.com of any unauthorized access or suspected breach
• Not share your credentials with individuals outside your authorized Organization
• Log out from shared or public devices after each session

We are not liable for any loss or damage arising from your failure to protect your account credentials.

3.3 Organization Accounts

The Service supports multi-user Organizations where an account owner ("Organization Admin") may invite additional users. The Organization Admin is responsible for:

• Managing user access and permissions within the Organization
• Ensuring that all invited users comply with these Terms
• All activity conducted by users within their Organization account

Organization Admins may deactivate user access at any time. Upon deactivation, the user will lose access to the Organization's data.

4. Acceptable Use

4.1 Permitted Use

You may use the Service solely for lawful business purposes to track your own organization's cost of goods and vendor invoices. You agree to use the Service in compliance with all applicable laws, regulations, and these Terms.

4.2 Prohibited Conduct

You agree NOT to:

• Upload invoices, documents, or data belonging to third parties without their authorization
• Use the Service to process invoices containing stolen, fraudulent, or forged financial information
• Attempt to reverse engineer, decompile, or extract source code from the Service
• Scrape, crawl, or systematically extract data from the Service except via authorized APIs
• Use the Service to harm, defraud, deceive, or harass any person or entity
• Introduce malware, viruses, or other malicious code into the Service
• Attempt to gain unauthorized access to any part of the Service, including other users' data
• Use the Service in any manner that could damage, disable, or impair the Service infrastructure
• Resell, sublicense, or otherwise make the Service available to third parties without our written consent
• Upload content that infringes on any third party's intellectual property rights

4.3 Content Responsibility

You are solely responsible for all data, invoices, documents, and other content ("User Content") that you upload, submit, or transmit through the Service. You represent and warrant that:

• You own or have the necessary rights to all User Content you upload
• Your User Content does not violate any applicable law or third-party rights
• Your User Content is accurate and not misleading

We reserve the right to remove User Content that violates these Terms and to suspend or terminate accounts engaged in prohibited conduct.

5. Intellectual Property

5.1 Our Intellectual Property

The Service, including all software, algorithms, AI models, user interfaces, visual design, logos, trademarks, and documentation, is owned by COGSLOG and protected by applicable intellectual property laws. Nothing in these Terms grants you any ownership interest in the Service.

"COGSLOG," the seedling logo, and all associated marks are trademarks of COGSLOG. You may not use our trademarks without prior written permission.

5.2 Your Content

You retain all ownership rights in your User Content. By uploading User Content to the Service, you grant COGSLOG a limited, non-exclusive, royalty-free license to process, store, and display your User Content solely to provide the Service to you. We do not claim ownership of your data.

5.3 Feedback

If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, royalty-free license to use that Feedback without restriction. We are not required to act on or compensate you for Feedback.

6. Payment Terms

COGSLOG currently operates under a free trial model. Subscription billing, pricing tiers, and payment terms will be introduced before general availability and will be governed by supplemental pricing agreements or updated Terms. Key principles that will apply:

• Billing cycle: Subscriptions will be billed monthly or annually, in advance
• Automatic renewal: Subscriptions will automatically renew unless cancelled prior to the renewal date
• Cancellation: You may cancel at any time; access continues until the end of the current billing period
• Refunds: We do not provide pro-rated refunds for partial billing periods, except where required by law
• Price changes: We will notify you at least 30 days before any subscription price increase

All fees are exclusive of applicable taxes, which you are responsible for paying.

7. Data and Privacy

Your privacy is important to us. Our Privacy Policy describes how we collect, use, and protect your personal information and business data. By using the Service, you consent to the data practices described in our Privacy Policy.

7.1 Data Ownership

You own your business data. We process it to provide the Service. Upon termination of your account, you may request an export of your data within 30 days before it is deleted from our systems, subject to any legal retention obligations.

7.2 AI Processing

The Service uses third-party AI services (currently the Anthropic Claude API) to process invoice images and extract structured data. By uploading invoices, you consent to this processing. We do not use your invoice data to train third-party AI models. Please review Anthropic's terms of service and privacy policy for additional information about how they handle data.

7.3 Data Security

We implement commercially reasonable security measures to protect your data. However, no system is completely secure. We are not responsible for unauthorized access resulting from your failure to secure your account credentials.

8. Limitation of Liability

8.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

We do not warrant that: (a) the Service will be uninterrupted or error-free; (b) OCR or AI extraction results will be 100% accurate; (c) the Service will meet your specific business requirements; or (d) any defects will be corrected.

Important: COGSLOG is a data entry and analytics tool. It does not provide accounting, tax, legal, or financial advice. You are responsible for verifying the accuracy of all extracted data and for all financial and business decisions made using information from the Service. Always consult a qualified accountant or financial advisor for tax and accounting guidance.

8.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COGSLOG BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO COGSLOG IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS (USD $100).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such cases, our liability will be limited to the maximum extent permitted by law.

9. Indemnification

You agree to indemnify, defend, and hold harmless COGSLOG and its officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of the Service in violation of these Terms
• Your User Content, including any claims that it infringes third-party rights
• Your violation of any applicable law or regulation
• Any misrepresentation made by you in connection with the Service

We reserve the right to assume exclusive control of any matter subject to indemnification, at your expense. You agree to cooperate with our defense of such claims.

10. Termination

10.1 Termination by You

You may terminate your account at any time by contacting us at hello@cogslog.com or through the account settings in the Service. Termination will take effect at the end of any active billing period.

10.2 Termination by Us

We may suspend or terminate your account, with or without notice, if:

• You materially breach these Terms and fail to cure the breach within 7 days of notice
• You engage in prohibited conduct that poses a risk to other users or the Service
• You fail to pay fees when due (once billing is introduced)
• We are required to do so by law or government order
• We cease to operate the Service

10.3 Effect of Termination

Upon termination: (a) your right to access the Service immediately ceases; (b) we will retain your data for 30 days during which you may request an export; (c) we will then delete your data, subject to legal retention obligations.

Sections 5 (Intellectual Property), 7 (Data and Privacy), 8 (Limitation of Liability), 9 (Indemnification), 11 (Governing Law), and 13 (Contact Information) survive termination.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Any dispute arising from or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware. You consent to personal jurisdiction in those courts.

You agree that any claim or cause of action must be filed within one (1) year after the claim arises, or it will be permanently barred.

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect. Our failure to enforce any provision does not constitute a waiver of our right to enforce it in the future.

12. Changes to Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will:

• Update the "Effective Date" at the top of this page
• Notify registered users by email at least 14 days before the changes take effect
• Provide a summary of the key changes in the notification

Your continued use of the Service after the effective date of updated Terms constitutes your acceptance of the changes. If you disagree with the updated Terms, you may terminate your account before the effective date.

The version history and previous versions of these Terms are available upon request by emailing hello@cogslog.com.

13. Contact Information

If you have questions about these Terms, please contact us:

• Email: hello@cogslog.com
• Service: app.cogslog.com

For privacy-specific requests (data access, deletion, CCPA, GDPR), please see our Privacy Policy for the appropriate contact process.