# Cogs Terms of Service

**Effective date: October 17, 2026**

These Terms of Service (the **“Terms”**) are a binding agreement between **Spear America LLC**, a Wyoming limited liability company doing business as **Cogs** (**“Cogs,” “we,” “us,” or “our”**), and the business or organization that creates, purchases, or uses a Cogs account (**“Customer,” “you,” or “your”**). Cogs is available through GetCogs.ai and related applications, APIs, integrations, and services (collectively, the **“Service”**).

By creating an account, clicking an acceptance control presented with these Terms, purchasing a subscription, or otherwise affirmatively accepting these Terms, you agree to them on behalf of Customer. If you accept these Terms for an organization, you represent and warrant that you have authority to bind that organization. If you do not have that authority or do not agree, do not create or use the account.

## 1. Business Use and Eligibility

Cogs is offered solely for business and professional use, not for personal, family, or household use. An individual opening, purchasing, or administering an account must be the older of **18 years old** or the **age of majority** in the jurisdiction where that individual resides and uses the Service.

## 2. The Service

Cogs provides software for bookkeeping and accounting workflows, including importing and synchronizing commerce and financial data; maintaining ledgers and accounting records; transaction categorization; rule-based and AI-assisted accounting workflows; reconciliation assistance; reports; and collaboration with accountants and other authorized users.

Cogs may connect to third-party services selected by Customer, including Shopify and eligible financial institutions through Plaid. Cogs does not hold Customer funds or process payments made by Customer's own customers. Cogs does not receive or store Customer's online-banking usernames or passwords; financial-account authentication is handled through Plaid or the applicable connectivity provider.

We may improve, add, modify, or discontinue features. We will not intentionally and materially reduce the core functionality of a paid subscription during its then-current paid term without a commercially reasonable reason, such as security, legal, third-party dependency, or product-integrity requirements.

## 3. Accounts, Organizations, and Authorized Users

Customer is responsible for its workspace, administrators, Authorized Users, credentials, and use of the Service. Customer must provide accurate account and billing information and keep it current. Each Authorized User must use their own credentials and must not share passwords or authentication factors.

Organization administrators may invite, remove, and manage Authorized Users and may have access to information and activity within the organization's workspace. Customer is responsible for ensuring that it has the rights and notices necessary to permit its personnel, contractors, accountants, and other users to access information through Cogs.

Customer is responsible for actions taken through its account except to the extent directly caused by Cogs' breach of its obligations. Customer must promptly notify Cogs of suspected unauthorized access or credential compromise.

## 4. Customer Data and Ownership

**“Customer Data”** means data, records, files, content, instructions, and information submitted to, imported into, synchronized with, or generated for Customer through the Service, including accounting and transaction records.

As between Customer and Cogs, Customer retains all rights in Customer Data. Customer grants Cogs a non-exclusive, worldwide license to host, copy, transmit, transform, analyze, and otherwise process Customer Data only as reasonably necessary to provide, secure, support, maintain, and improve the Service in the manner permitted by these Terms, the Privacy Policy, the Data Processing Addendum where applicable, and applicable law.

Customer represents and warrants that it has all rights, permissions, notices, and lawful bases necessary for Cogs to process Customer Data as instructed by Customer.

## 5. AI Accounting and Service Improvement

Cogs uses artificial intelligence, machine learning, deterministic rules, and other automated systems to assist with transaction categorization, rule creation, accounting workflows, explanations, and related functionality (**“AI Features”**).

Customer authorizes Cogs to process Customer Data as reasonably necessary to provide AI Features. Cogs may use user actions and feedback generated through accounting workflows—such as category confirmations, corrections, rejections, overrides, and rule changes—to improve Cogs' categorization and automation.

For **cross-customer or generalized model improvement**, Cogs will use data that has been aggregated, deidentified, or otherwise transformed so that it is not reasonably linked to Customer or an identifiable individual, except where Customer has separately authorized another use or applicable law permits it. Cogs does **not** use customers' raw accounting ledgers as a general-purpose training corpus merely because those ledgers are stored in the Service.

Cogs may use Customer Personal Data within Customer's own environment and instructions to improve or personalize the Service for that Customer, including learning Customer-specific categorizations and rules.

Cogs currently uses Anthropic commercial/API services for certain AI functionality. Under Anthropic's current commercial data practices, inputs and outputs from commercial products are not used to train Anthropic's general models by default. Cogs does not knowingly opt Customer Data into third-party model training. Third-party AI processing remains subject to the commercial arrangements applicable to Cogs and the Subprocessors List.

AI and automated outputs can be inaccurate, incomplete, or inappropriate for a particular accounting treatment. Customer must review material outputs before relying on them for tax filings, financial statements, payments, compliance decisions, or other consequential uses.

## 6. Accounting, Tax, and Professional-Services Disclaimer

Cogs is a software provider. **Cogs is not an accounting firm, CPA firm, tax preparer, law firm, bank, fiduciary, investment adviser, or financial adviser, and does not provide accounting, tax, legal, investment, or financial advice.**

The Service is designed to automate and reduce manual bookkeeping and accounting work and to facilitate collaboration with Customer's accountants and advisers. It does not replace professional review where professional review is appropriate or required.

Customer remains responsible for its books and records; the accuracy and completeness of information supplied to Cogs; reviewing and approving accounting treatment; selecting accounting and tax positions; complying with applicable law; and having qualified professionals review, confirm, prepare, sign, or submit tax returns, regulated filings, financial statements, or other materials where appropriate or required.

## 7. Connected Services

Customer may authorize Cogs to connect with third-party platforms, financial institutions, applications, or APIs (**“Connected Services”**). Customer instructs Cogs to access and process information from Connected Services to provide the requested integration.

Connected Services are governed by their own terms and privacy practices. Cogs is not responsible for the availability, accuracy, acts, omissions, security, API changes, or interruptions of a Connected Service. Customer is responsible for maintaining permissions, accounts, subscriptions, and credentials needed for integrations.

If upstream information is inaccurate, delayed, duplicated, incomplete, or unavailable, Cogs' records and outputs may also be affected. Customer must review material imported and reconciled information.

## 8. Plaid

When Customer connects eligible financial accounts, authentication and connectivity may be provided by Plaid. **Cogs does not receive or store Customer's online-banking username or password.** Depending on the financial institution and connection type, authentication may occur directly with the financial institution or through Plaid. Cogs may receive financial account identifiers, balances, transaction information, account metadata, and other data Customer authorizes to be provided through Plaid.

Use of Plaid may also be subject to Plaid disclosures and terms presented during account connection.

## 9. Fees, Billing, Automatic Renewal, and Cancellation

Paid plans are billed through Shopify's app billing on the Shopify store connected to the account. Customer authorizes Shopify to add subscription fees, taxes, and other charges clearly disclosed before approval to their Shopify invoice.

Unless an order, checkout screen, or plan states otherwise, subscriptions **automatically renew** for successive periods of the same duration until canceled. Before purchase, Cogs will disclose the then-current price, billing interval, renewal terms, and cancellation method.

Customer may change or cancel a subscription at any time on Shopify's plan page for the app; changes and cancellations made there take effect as Shopify's app billing terms state, which can be at the end of the current billing period. When Customer disconnects the store from Cogs or closes the account, Cogs cancels the subscription immediately and Shopify credits the unused portion of the current billing period to the Customer's Shopify account.

If Cogs offers a free trial that automatically converts to a paid subscription, the checkout flow will disclose the trial duration, the post-trial price and billing frequency, when charging begins, and how to cancel before the first charge.

Cogs does not receive or store payment-card credentials; Shopify collects payment for Cogs subscriptions.

We may change pricing prospectively. For existing paid subscriptions, we will provide reasonable advance notice before a price change takes effect at renewal.

## 10. Taxes

Fees exclude taxes unless expressly stated otherwise. Customer is responsible for applicable sales, use, VAT, GST, withholding, or similar taxes, except taxes imposed on Cogs' net income. If applicable law requires Cogs to collect a tax, Cogs may charge it.

## 11. Accounting-Record Retention, Export, and Deletion

Cogs is designed as a system of record for business accounting information. Customer instructs Cogs, as part of the Service, to maintain accounting records and related audit/provenance information for a standard period of **seven (7) years** from the applicable accounting or tax period or another reasonable record date, unless a different period is required by applicable law, Customer's documented configuration or instruction, or a written agreement with Cogs.

The seven-year period is a **Cogs service and retention policy**. It is not a representation that every U.S. accounting record is legally required to be kept for seven years; legal retention periods vary by record, jurisdiction, and circumstance.

Following account closure, Cogs may delete, deidentify, or scrub personal information that is not reasonably necessary to preserve accounting-record integrity, provenance, auditability, security, legal obligations, or dispute preservation. Customer may request eligible deletion or scrubbing and may request that eligible deletion be scheduled for the end of an applicable retention period.

Where applicable data-protection law requires Cogs, as Customer's processor or service provider, to delete or return Customer Personal Data on Customer's instruction and no lawful retention basis applies, the Data Processing Addendum controls.

Backups may persist until overwritten in the ordinary backup lifecycle. Customer is responsible for exporting any records it is independently required to retain. Cogs may impose reasonable technical limits on export formats or timing but will not intentionally prevent export of Customer's accounting data during an active subscription.

## 12. Acceptable Use

Customer and its users must comply with the Cogs Acceptable Use Policy. Without limiting that policy, Customer may not use the Service unlawfully; attempt unauthorized access; interfere with the Service; introduce malware; misuse another person's credentials or financial data; circumvent usage or security controls; or use Cogs to facilitate fraud, tax evasion, money laundering, sanctions evasion, or other unlawful conduct.

## 13. Intellectual Property

Cogs and its licensors own the Service, software, interfaces, designs, documentation, models, algorithms, and other technology, excluding Customer Data. Subject to these Terms and payment of applicable fees, Cogs grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Service during the subscription term for Customer's internal business purposes.

Customer may provide feedback. Customer grants Cogs a perpetual, irrevocable, worldwide, royalty-free right to use feedback without restriction or obligation, provided Cogs does not publicly identify Customer as the source without permission.

## 14. Confidentiality

Each party may receive non-public information designated confidential or that reasonably should be understood as confidential (**“Confidential Information”**). The receiving party will use reasonable care to protect Confidential Information and will use it only to perform or exercise rights under the agreement. Confidential Information does not include information lawfully known without restriction, independently developed without use of Confidential Information, publicly available without breach, or lawfully received from a third party without a duty of confidentiality.

A party may disclose Confidential Information when legally required, and where legally permitted will provide reasonable notice to the other party before disclosure.

## 15. Security

Cogs will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Service and Customer Data. No internet service is completely secure. Customer must use reasonable security practices, protect credentials, use available authentication controls, promptly remove unauthorized users, and notify Cogs of suspected account compromise.

## 16. Privacy and Data Protection

The Cogs Privacy Policy describes Cogs' processing of personal information. Where Cogs processes personal data on Customer's behalf as a processor, service provider, or contractor, the Cogs Data Processing Addendum applies to the extent required by applicable law and is incorporated into these Terms.

Cogs does not sell Customer Data or Customer Personal Data and does not share it for cross-context behavioral advertising or targeted advertising as those concepts are defined by applicable U.S. state privacy laws.

## 17. Marketing Communications

Cogs' stated operational policy is to send marketing communications only to recipients who opt in, subject to applicable law. Recipients may unsubscribe through the mechanism provided in a marketing message. Unsubscribing from marketing does not prevent Cogs from sending transactional, security, billing, account, or service communications.

## 18. Suspension and Termination

Customer may stop using Cogs and cancel its subscription at any time. Cogs may suspend or restrict access where reasonably necessary to address nonpayment, security risk, unlawful activity, material breach, harm to the Service or others, abuse, or legal requirements. Where practicable, Cogs will give notice and a reasonable opportunity to cure before terminating for breach.

Upon termination, Customer's right to use the Service ends, subject to any export access Cogs provides and the retention provisions above. Provisions that by their nature should survive will survive, including accrued payment obligations, confidentiality, ownership, disclaimers, indemnification, limitations of liability, dispute provisions, and applicable retention obligations.

## 19. Third-Party Services and Beta Features

Third-party products and services are not controlled by Cogs. Beta, preview, experimental, or free features may be changed or discontinued and are provided **“as is”** to the maximum extent permitted by law.

## 20. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED **“AS IS”** AND **“AS AVAILABLE.”** COGS DISCLAIMS IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COGS DOES NOT WARRANT THAT THE SERVICE OR ANY AUTOMATED, AI, ACCOUNTING, IMPORTED, OR THIRD-PARTY DATA OUTPUT WILL BE ERROR-FREE, COMPLETE, ACCURATE, SECURE, OR UNINTERRUPTED.

Nothing in these Terms excludes a warranty or right that cannot lawfully be excluded.

## 21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COGS' AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COGS FOR THE SERVICE DURING THE **TWELVE (12) MONTHS** IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of theory of liability and to the maximum extent enforceable under applicable law.

## 22. Customer Indemnification

Customer will defend, indemnify, and hold harmless Cogs, Spear America LLC, and their officers, managers, employees, and agents from third-party claims, damages, liabilities, costs, and reasonable attorneys' fees arising from: (a) Customer Data where Cogs' authorized processing infringes or violates third-party rights because Customer lacked necessary rights or authorization; (b) Customer's unlawful or prohibited use of the Service; or (c) Customer's material breach of these Terms.

Cogs will provide reasonable notice and cooperation and will not permit a settlement imposing an admission or non-monetary obligation on Customer without Customer's consent, not to be unreasonably withheld.

## 23. Governing Law

These Terms and disputes arising from them are governed by the laws of the **State of Wyoming**, without regard to conflict-of-laws principles, except to the extent federal law governs.

## 24. Informal Dispute Resolution

Before commencing arbitration, a party must send written notice describing the dispute, the relevant account or organization, and the requested relief. Notices to Cogs must be sent to **legal@getcogs.ai**. The parties will attempt in good faith to resolve the dispute for at least **30 days** after receipt of notice.

## 25. Binding Individual Arbitration; Class and Jury Waivers

Except for eligible small-claims matters and requests for temporary or injunctive relief concerning intellectual property, unauthorized access, security, or misuse of the Service, any dispute arising out of or relating to these Terms or the Service will be resolved by **binding arbitration on an individual basis**, rather than in court.

Arbitration will be administered by the **American Arbitration Association (AAA)** under its applicable **Commercial Arbitration Rules**, before one arbitrator. Unless the parties agree otherwise or the arbitrator determines an in-person hearing is necessary, proceedings may occur remotely. The **Federal Arbitration Act** governs the interpretation and enforcement of this arbitration provision.

To the extent permitted by applicable law, the arbitrator has authority to decide disputes concerning the interpretation, applicability, enforceability, or formation of this arbitration provision, except that a court of competent jurisdiction may decide any dispute concerning the enforceability of the class-action waiver where applicable law requires a court to do so.

**NO CLASS OR REPRESENTATIVE ACTIONS.** TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE PROCEEDING.

### Arbitration Opt-Out

Customer may opt out of this arbitration provision by emailing **legal@getcogs.ai** within **30 days after first accepting these Terms**, stating Customer's legal name, Cogs account email, business name, and a clear request to opt out of arbitration. Opting out of arbitration does not opt Customer out of the remainder of these Terms.

For disputes not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state or federal courts having jurisdiction in Wyoming, except where applicable law requires otherwise. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES TRIAL BY JURY FOR ANY DISPUTE PROCEEDING IN COURT.

## 26. Changes to These Terms

We may update these Terms. If a change materially affects Customer's contractual rights or obligations, we will provide reasonable advance notice through the Service, email, or another reasonable method, except where immediate changes are required by law, security, or to prevent abuse. Where affirmative assent is appropriate or required, Cogs may require Customer to accept updated Terms before continued use.

A change will not retroactively alter the resolution of a dispute that arose before the effective date of the change unless the parties expressly agree otherwise.

## 27. Notices

Legal notices to Cogs may be sent to **legal@getcogs.ai** or to:

Spear America LLC  
1021 E Lincolnway, Ste 6344  
Cheyenne, Wyoming 82001  
United States

Cogs may provide notices to Customer through the Service or the primary email associated with Customer's account.

## 28. General

Neither party may assign the agreement without the other's consent, except Cogs may assign it in connection with a merger, reorganization, sale of substantially all relevant assets, corporate restructuring, or transfer of the Cogs business or contracting entity. Customer may not resell the Service unless expressly authorized.

The parties are independent contractors. No partnership, joint venture, fiduciary, agency, or employment relationship is created. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. Headings are for convenience.

These Terms, the policies expressly incorporated by reference, an applicable DPA, and any applicable order form constitute the agreement concerning the Service and supersede prior agreements on the same subject. If an executed order form or negotiated agreement expressly conflicts with these Terms, that signed agreement controls to the extent of the conflict.

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**Operator:** Spear America LLC, 1021 E Lincolnway, Ste 6344, Cheyenne, Wyoming 82001, United States  
**Service:** Cogs (GetCogs.ai)  
**Legal contact:** legal@getcogs.ai