Terms of Service

These Terms of Service ("Terms") govern your access to and use of the CogOS API and related services (the "Service") operated by 5CEOs, Inc. ("5CEOs", "we", or "us"). By creating an account, issuing an API key, or otherwise using the Service, you ("Customer") agree to be bound by these Terms.

1. Definitions

• Service means the CogOS gateway, inference engine, audit-bench, and supporting infrastructure operated by 5CEOs at cogos.5ceos.com.
• API Key means the customer-issued bearer credential beginning with sk-cogos-.
• Inputs means data Customer submits to the Service, including prompts, messages, and schemas.
• Outputs means data the Service returns in response to Inputs.
• Subscription Plan means the package (Operator Starter, Operator Pro, Operator Team, Compliance, or Enterprise) Customer has selected, with its associated monthly request quota and permitted model tiers.

2. Account and Access

Customer is responsible for safeguarding API Keys. API Keys are issued once and not retrievable; Customer must securely store the plaintext value at issuance. Customer is responsible for all activity occurring under their API Keys. 5CEOs may revoke any API Key for violation of these Terms or the Acceptable Use Policy.

3. Acceptable Use

Customer agrees to comply with the Acceptable Use Policy, which is incorporated by reference into these Terms. 5CEOs may suspend or terminate access for violations of the Acceptable Use Policy.

4. Subscription, Billing, and Cancellation

• Billing cycle. Subscriptions are billed monthly in advance via Stripe (Operator Starter through Compliance) or via invoice (Enterprise).
• Quota and overage. If Customer's monthly request volume exceeds the Subscription Plan's quota, the Service returns HTTP 429 with an X-Cogos-Quota-Reset header indicating the start of the next billing cycle. 5CEOs does not bill for overage; quotas are hard ceilings within a billing cycle.
• Plan changes. Customer may upgrade or downgrade at any time. Upgrades take effect immediately; downgrades take effect at the next billing cycle.
• Cancellation. Customer may cancel at any time. Cancellation takes effect at the end of the then-current billing cycle. No partial refunds are issued for monthly subscriptions. Enterprise subscriptions are governed by the executed order form and/or master services agreement.
• Failed payment. If a payment fails, 5CEOs will attempt re-collection for 14 days. If unsuccessful, the API Keys associated with the subscription are revoked.
• Taxes. Subscription fees are exclusive of applicable taxes; Customer is responsible for any sales, use, value-added, or similar taxes.

5. Intellectual Property

• Customer Inputs. Customer retains all rights, title, and interest in Inputs. Customer grants 5CEOs a limited, non-exclusive license to process Inputs solely to provide the Service.
• Customer Outputs. As between the parties, Customer owns the Outputs produced from Customer's Inputs. 5CEOs makes no claim to Outputs and does not retain them after the response is delivered (other than the audit log fields recorded under our Privacy Policy).
• Service IP. 5CEOs retains all rights, title, and interest in the Service, including the gateway software, deployment topology, and CogOS architecture.
• Model weights. The open-weight language models served by the Service (such as Qwen 2.5) are governed by their respective open-source licenses. 5CEOs does not grant Customer any redistributable rights to model weights.

6. Service Availability

5CEOs provides the Service on a best-effort basis for Operator Starter, Operator Pro, and Operator Team plans. Operator Team includes a 99.0% uptime target measured monthly. Compliance includes a 99.5% uptime SLA with the credit schedule set forth in the Compliance Plan documentation. Enterprise SLAs (99.9% or higher) are governed by the executed order form. Scheduled maintenance with at least 48 hours' notice does not count against uptime calculations.

7. Data Processing

Customer's use of the Service is subject to the Privacy Policy. For customers subject to GDPR, CCPA, or similar privacy regulations, 5CEOs acts as a Processor on Customer's behalf and offers a Data Processing Addendum (legal@5ceos.com) on request, included as part of Compliance and Enterprise plans by default.

8. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THE ACCURACY OF OUTPUTS. LANGUAGE MODEL OUTPUTS MAY CONTAIN ERRORS, FABRICATIONS, OR OMISSIONS; CUSTOMER IS RESPONSIBLE FOR INDEPENDENTLY VERIFYING OUTPUTS BEFORE RELYING ON THEM IN PRODUCTION, REGULATORY, LEGAL, MEDICAL, OR FINANCIAL CONTEXTS. 5CEOs DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

9. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM (i) CUSTOMER'S BREACH OF THE ACCEPTABLE USE POLICY, (ii) WILLFUL MISCONDUCT, OR (iii) INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. EACH PARTY'S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID BY CUSTOMER TO 5CEOs DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

Each party will indemnify, defend, and hold harmless the other party from third-party claims arising from (i) breach of these Terms by the indemnifying party, (ii) infringement claims arising from the indemnifying party's intellectual property, or (iii) the indemnifying party's gross negligence or willful misconduct. The indemnifying party's obligations are conditioned on prompt written notice, sole control of the defense, and reasonable cooperation by the indemnified party.

11. Termination

5CEOs may suspend or terminate Customer's access for material breach of these Terms (including breach of the Acceptable Use Policy) immediately upon written notice. Customer may terminate at any time by cancelling the subscription as described in Section 4.

12. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of law principles. Any disputes will be resolved exclusively in the state or federal courts located in the State of Florida, United States of America, and the parties consent to the personal jurisdiction of such courts.

13. Modifications

5CEOs may update these Terms by posting the revised version at this URL and updating the "Last updated" date. Material changes will be communicated by email to the address on file at least thirty (30) days in advance. Continued use of the Service after the effective date of changes constitutes acceptance.

14. Entire Agreement

These Terms, together with the Acceptable Use Policy, Privacy Policy, and any executed order form, constitute the entire agreement between the parties with respect to the Service and supersede all prior agreements.

15. Contact

Questions about these Terms: legal@5ceos.com.