Terms of Service

Welcome to Cohesion Technologies, Inc. (“Cohesion,” “we,” “us,” “our”). These Terms of Service exist to ensure we can continue providing reliable service to all our customers while setting clear expectations for everyone involved.

When we say “Services,” we mean our websites, including usecohesion.com (opens in a new tab), and the Cohesion procurement platform, whether delivered within a web browser, desktop application, mobile application, or another format. When we say “You” or “your,” we refer to the company or organization that has an account.

If you signed a separate order form, statement of work, or master agreement with Cohesion (“Order Form”), that document controls over any conflicting terms here. We may update these Terms; when we make material changes, we’ll refresh the date above and notify the account owner (e.g., by email or in‑app).

Using the Services means you agree to the latest Terms. Sometimes we may not enforce a provision; that doesn’t waive our rights. These Terms include important disclaimers and limits on liability.

Fees, Orders & Billing

• Orders & fees. Access to the Services is provided under an Order Form that specifies your subscription term, products, and pricing. No free plan is offered.
• Invoicing & payment. Unless your Order Form says otherwise, we invoice in advance for each subscription term and for any added users or products during a term (prorated to the then‑current term). Invoices are due Net 30. Late amounts may accrue interest at 1.5% per month (or the maximum permitted by law). We may suspend the Services for non‑payment after notice. Purchase orders, if any, are for administrative purposes only and are not required for payment.
• Taxes. Fees are exclusive of taxes; where required, we’ll collect and remit. You’re responsible for all other applicable taxes and duties.
• Refunds. Unless stated in your Order Form, fees are non‑refundable. If Cohesion terminates the Services for convenience, we’ll refund any prepaid, unused fees on a pro‑rata basis.

Term, Renewal & Cancellation

• Subscription term. Your initial term is defined in the Order Form. Unless otherwise stated there, subscriptions renew for successive terms unless either party gives written non‑renewal notice at least 30 days before the end of the then‑current term.
• Early termination. Mid‑term cancellation for convenience is not permitted unless your Order Form says otherwise. Either party may terminate for material breach that remains uncured for 30 days after written notice.
• Suspension. We may suspend access for security risks, non‑payment, or violations of these Terms.
• Effect of termination. Upon termination or non‑renewal, your access ends. You can export Customer Data while the subscription is active and for 30 days afterward; then we may delete or de‑identify it from active systems, subject to backups and legal holds.

Modifications to the Services and Prices

We continually improve the Services and may add, change, or discontinue features or modules. If we change prices for existing customers, those changes will apply at renewal (or as otherwise stated in your Order Form) and we’ll give at least 30 days’ notice.

Uptime, Security, and Privacy

• Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis. We don’t offer SLAs unless separately agreed, but we take uptime seriously.
• We may temporarily throttle or disable an account if usage could negatively impact performance. We’ll try to contact the account owner first, except in urgent cases.
• We protect your data with backups, redundancies, and encryption (including transport‑level encryption).
• Limited human access: (i) to help with support (with your consent where needed); (ii) to fix errors that interrupt automated processes; (iii) to safeguard the Services (e.g., review logs/metadata for security); and (iv) as required by law.
• We use third‑party service providers (subprocessors) such as hosting, storage, email, logging, and analytics providers. A current list is available upon request.
• For Customer Data, we act as your service provider/processor and process it only to provide the Services and as described here and in our Privacy Policy. If you require a data processing agreement, our Data Processing Addendum is available upon request.

Acceptable Use

Don’t use the Services to break the law; violate anti‑corruption, export/sanctions, or privacy laws; infringe others’ rights; upload malware; attempt to bypass security; resell outside your organization; submit highly sensitive personal data (e.g., precise health info, full payment card numbers, government IDs) unless we agree in writing; or engage in fraudulent procurement practices or bid‑rigging.

Copyright and Content Ownership

• You give us a limited license to use content you and your users submit to provide the Services; we don’t claim ownership of that content.
• We don’t pre‑screen content, but we may remove or restrict content in our discretion (e.g., unlawful content or Terms violations).
• Cohesion and its licensors own the Services and related IP. You won’t reproduce, duplicate, copy, sell, resell, or exploit any portion of the Services without our written permission.
• Copyright complaints. If you believe material in the Service infringes your copyright, email team@usecohesion.com with: (1) your contact information; (2) a description of the work you believe is infringed; (3) the location of the material (URL or in‑product path); (4) a statement of good‑faith belief that the use is not authorized; and (5) a statement that the information is accurate and that you are authorized to act. We may remove or restrict access while we review.
• Repeat infringers. We may terminate accounts of users who repeatedly infringe others’ intellectual‑property rights.

Account Provisioning

• No self‑serve sign‑up. Cohesion provisions your organization’s account after a contract is executed. We create the first user who can then invite additional users to your organization.
• Account security & access. You’re responsible for maintaining the confidentiality of credentials, configuring user permissions, and promptly notifying us of any suspected compromise. We may disable or require resets for accounts we reasonably suspect are compromised. You’re responsible for actions taken under your accounts by your users and anyone who gains access through your credentials or instructions.
• You’re responsible for all content posted and actions taken under your account, including by invited users.
• Accounts must be operated by humans (no bots or automated sign‑ups).

Services Adaptations and API Terms

If we offer APIs, your use of them (including via third‑party products) is bound by these Terms and any API‑specific terms. We’re not liable for damages from your API use or from third‑party products. Excessive or abusive API calls may be rate‑limited or suspended.

Customer Data Ownership & Export

“Customer Data” means data/content you or your users submit and data pulled from connected systems. As between you and us, you own Customer Data. We process it only to provide, maintain, secure, and support the Services; to prevent or address service, security, or technical issues; and as you instruct. You can export Customer Data while the subscription is active and for 30 days after it ends; then we may delete or de‑identify it from active systems, subject to backups and legal holds.

Indemnification (IP)

We’ll defend and indemnify you against third‑party claims that your authorized use of the Services infringes U.S. intellectual property rights, and pay damages and costs finally awarded, if you promptly notify us and allow us to control the defense. We may (a) procure continued use; (b) modify the Services; or (c) terminate the affected feature and refund prepaid, unused fees. No obligation for claims arising from combinations not provided by us, Customer Data, or use in breach of these Terms.

Export Controls & Sanctions

You and your users aren’t located in, organized in, or ordinarily resident in sanctioned countries/regions or on restricted‑party lists and won’t use the Services contrary to U.S. export control or sanctions laws. We may take steps we deem necessary to comply with law, including suspension.

Liability

Cohesion isn’t liable, in law or equity, to you or any third party for any indirect, incidental, lost profits, special, consequential, punitive or exemplary damages (even if advised of the possibility), arising from or related to the Services or these Terms.

Where liability cannot be fully disclaimed, Cohesion’s aggregate liability is capped at the fees paid or payable by you for the Services in the 12 months before the event giving rise to liability.

Governing Law; Venue

These Terms are governed by the laws of Delaware, without regard to conflicts rules. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in Delaware.

Contact

Questions? Contact team@usecohesion.com.