This section establishes that by accessing or using the Platform, you are entering into a legally binding agreement with Cognitiative Holdings LLC and represent that you have authority to do so.
This Agreement constitutes a legally binding contract between you and Cognitiative Holdings LLC. You represent that you are at least 18 years of age, have the legal authority to enter into this Agreement, and are a licensed or credentialed professional using the Platform in connection with your professional practice.
By creating an account, accessing, or using the Cognitiative™ platform (the "Platform"), operated by Cognitiative Holdings LLC ("Cognitiative," "we," "our," or "us"), you ("User," "you," or "Subscriber") agree to be bound by these Terms of Service and User Agreement ("Agreement") in their entirety.
If you do not agree to all terms set forth herein, you may not access or use the Platform. Continued use of the Platform following modification to these Terms constitutes acceptance of the revised Terms.
This section reserves Cognitiative's right to update these Terms at any time and explains how you will be notified of material changes.
Cognitiative reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on the Platform and updating the Effective Date above. Your continued use of the Platform following notice of changes constitutes your acceptance of the revised Terms.
This section defines the Platform as a clinical decision support tool only. It does not practice any licensed profession, and you — the licensed clinician — are solely responsible for all documentation you review, edit, and sign.
Cognitiative™ does not practice medicine, therapy, nursing, social work, or any other licensed profession. Nothing generated by the Platform constitutes a clinical opinion, diagnosis, or treatment recommendation by Cognitiative Holdings LLC.
Cognitiative Holdings LLC expressly disclaims all liability for any clinical outcomes, licensing actions, billing disputes, insurance audits, legal proceedings, or other consequences arising from your use or misuse of platform-generated content.
The Cognitiative™ platform is a clinical decision support tool designed to assist licensed behavioral health professionals in organizing clinical information and generating structured documentation drafts. It is not a substitute for professional clinical judgment, licensure, or the independent review required of all signed clinical documentation.
This section governs account creation, credential security, and the strict prohibition on account sharing. Each subscription seat is issued to a single named individual only.
Your account is personal and non-transferable. Access credentials — including your email address and password — are issued solely to you as the named Subscriber. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.
You must notify Cognitiative immediately at software@thecognitiative.com if you suspect any unauthorized access to or use of your account.
Access to the Platform requires creation of an account using accurate, complete, and current information. You agree to maintain the accuracy of your account information and update promptly with changes.
This section identifies conduct that is strictly prohibited and the consequences of violation, up to and including account termination, forfeiture of fees, and civil litigation.
You agree that you will not, under any circumstances, engage in any of the following prohibited activities:
This section establishes Cognitiative's exclusive ownership of all platform intellectual property, including its trademark, clinical frameworks, and underlying logic, and defines the limited license granted to subscribers.
Clinical documentation that you independently review, materially edit, and sign in connection with your licensed professional practice remains your professional work product. Cognitiative claims no ownership over signed clinical records. However, Cognitiative retains all rights to the underlying frameworks, logic, and methods used to generate any outputs.
Cognitiative™ is a registered trademark of Cognitiative Holdings LLC. You may not use the Cognitiative name, logo, or any confusingly similar mark without prior written consent.
The Cognitiative™ platform, including its name, logo, design, clinical frameworks, documentation logic, scoring rubrics, prompt architecture, workflow structures, software, and all related content, is the exclusive intellectual property of Cognitiative Holdings LLC and is protected by United States and international copyright, trademark, trade secret, and other intellectual property laws.
Your subscription grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your own professional clinical practice during the term of your active subscription. This license does not include:
This section describes the Platform's approach to HIPAA compliance and PHI minimization, and establishes your responsibility to ensure your own compliance with applicable privacy laws.
Cognitiative™ is designed to support compliance with the Health Insurance Portability and Accountability Act of 1996 (HIPAA). The Platform is designed to minimize retention of Protected Health Information ("PHI") and to process information in accordance with applicable HIPAA requirements and executed Business Associate Agreements ("BAAs"), where applicable. While Cognitiative implements commercially reasonable administrative, technical, and physical safeguards to protect information processed through the Platform, no system can guarantee absolute security. Users remain responsible for ensuring their use of the Platform complies with all applicable federal, state, and professional privacy obligations.
You are responsible for ensuring that your use of the Platform complies with all applicable federal and state privacy laws, including HIPAA, and any obligations imposed by your licensing board or employer. You agree not to enter PHI into any Platform field beyond what is minimally necessary to generate clinical documentation, and to exercise professional judgment in doing so.
Cognitiative will not sell, share, or disclose your personal or account information to third parties except as required by law or as necessary to provide the Platform services.
This section governs payment terms, the non-refundable nature of subscription fees, cancellation rights, and organization seat billing responsibilities.
Access to the Platform requires an active paid subscription.
Subscription fees are billed in advance on a monthly or annual basis, as selected at the time of purchase. All fees are stated in U.S. dollars and are non-refundable except as expressly required by applicable law.
You may cancel your subscription at any time. Upon cancellation, your access will continue through the end of the current paid billing period. No partial refunds will be issued for unused time within a billing period.
Cognitiative reserves the right to modify subscription pricing with 30 days' written notice. Continued use of the Platform following a price change constitutes acceptance of the new pricing.
Organization plan administrators are responsible for managing seat assignments and for all fees associated with their organization's subscription. Adding seats constitutes authorization to bill for the additional users at the per-seat rate.
This section disclaims all warranties related to the Platform's performance, accuracy, or fitness for any clinical purpose.
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. COGNITIATIVE HOLDINGS LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Cognitiative does not warrant that the Platform will be uninterrupted, error-free, or free of harmful components, or that any specific clinical output will be accurate, complete, or appropriate for any given clinical situation.
This section specifically addresses the AI-generated nature of Platform outputs, acknowledges that such outputs may contain errors or hallucinations, and places sole responsibility for review and approval on the User.
Cognitiative Holdings LLC makes no representation or warranty regarding the accuracy, reliability, completeness, or fitness of any AI-generated output and expressly disclaims liability arising from reliance upon such output.
The Platform utilizes artificial intelligence, machine learning technologies, automated language models, and related computational systems to generate draft clinical documentation and other outputs.
User acknowledges and agrees that AI-generated content may contain inaccuracies, omissions, ambiguities, outdated information, formatting errors, or fabricated content commonly referred to as "hallucinations." Generated outputs may not accurately reflect applicable clinical standards, payer requirements, legal requirements, professional guidelines, or the specific facts of any client encounter.
All outputs generated by the Platform are provided solely as preliminary drafts for review. Users are solely responsible for independently evaluating, verifying, editing, and approving any output before relying upon, signing, submitting, distributing, or incorporating it into a clinical record or other professional document.
This section caps Cognitiative's maximum financial liability to you and excludes all consequential, indirect, and punitive damages arising from Platform use.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COGNITIATIVE HOLDINGS LLC AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF DATA, LOSS OF LICENSURE, REGULATORY SANCTIONS, MALPRACTICE CLAIMS, OR ANY OTHER DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM OR ANY PLATFORM-GENERATED CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL COGNITIATIVE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PLATFORM, THIS AGREEMENT, OR THE USER'S USE OF THE PLATFORM EXCEED THE GREATER OF: (A) ONE HUNDRED U.S. DOLLARS ($100.00); OR (B) THE TOTAL SUBSCRIPTION FEES PAID BY THE USER TO COGNITIATIVE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
This section requires you to defend and hold Cognitiative harmless from claims arising out of your use of the Platform, your violation of this Agreement, or any documentation you sign.
You agree to indemnify, defend, and hold harmless Cognitiative Holdings LLC and its officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
This section addresses Cognitiative's right to terminate your account and identifies which provisions of this Agreement survive termination.
Cognitiative reserves the right to suspend or terminate your account and access to the Platform at any time, with or without cause, and with or without notice, including for violation of any provision of this Agreement. Upon termination, your license to use the Platform immediately ceases and you must discontinue all use.
Provisions of this Agreement that by their nature should survive termination — including Sections 3, 5, 6, 9, 9A, 10, 11, 13, 14, 15, 18, 19, and 20 — shall survive any termination or expiration of this Agreement.
This section governs how disputes are resolved, requires good-faith negotiation before arbitration, mandates binding arbitration for most claims, and waives the right to jury trial and class action proceedings.
This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict of law principles.
Before initiating arbitration or litigation, the parties agree to provide written notice of any dispute and participate in good-faith negotiations for a period of not less than thirty (30) days.
Except for claims seeking injunctive relief relating to intellectual property rights, trade secrets, unauthorized access, or misuse of the Platform, any dispute, claim, or controversy arising out of or relating to this Agreement or the Platform shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.
The arbitration shall be conducted by a single arbitrator in the State of Wisconsin. The arbitrator shall have authority to award any relief available under applicable law, except that the arbitrator shall not have authority to conduct class, collective, representative, or consolidated proceedings.
EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A JURY TRIAL.
EACH PARTY AGREES THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, REPRESENTATIVE ACTION, OR PRIVATE ATTORNEY GENERAL PROCEEDING.
If any portion of this arbitration provision is found unenforceable, the remaining provisions shall remain in full force and effect.
For claims not subject to arbitration, including actions seeking injunctive relief relating to intellectual property, trade secrets, security breaches, or unauthorized access to the Platform, the parties consent to the exclusive jurisdiction of the state courts located in Wisconsin and, where federal jurisdiction exists, the United States District Court for the Eastern District of Wisconsin.
This section requires users to affirmatively represent that they hold a current, valid, and unrestricted professional license in their stated clinical discipline as a condition of Platform access.
By creating an account and accessing the Platform, you represent and warrant that:
Cognitiative reserves the right to require proof of licensure at any time and to suspend or terminate access pending verification. Misrepresentation of licensure status constitutes a material breach of this Agreement and may be reported to the appropriate licensing board.
This section establishes that your electronic acceptance of this Agreement constitutes a valid and legally binding signature under applicable federal law.
By checking the acceptance box presented at account registration, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety. You agree that this electronic acceptance constitutes your legal signature and is fully binding upon you to the same extent as a handwritten signature on a paper document.
Your electronic acceptance is governed by and valid under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and applicable state electronic signature laws. You consent to conducting this transaction electronically and to receiving all notices, disclosures, and agreements in electronic form.
You represent that you have the legal capacity and authority to enter into this Agreement electronically on your own behalf or on behalf of the organization for which you are registering.
This section protects Cognitiative from liability for service interruptions or failures caused by events outside its reasonable control.
Cognitiative Holdings LLC shall not be liable for any delay, interruption, or failure in the performance of its obligations under this Agreement to the extent such delay, interruption, or failure is caused by circumstances beyond Cognitiative's reasonable control, including but not limited to:
In the event of a force majeure occurrence, Cognitiative will use commercially reasonable efforts to restore service as promptly as practicable and will provide notice to subscribers through the Platform or by email.
This section addresses the right to transfer this Agreement and establishes that Cognitiative may assign its rights in connection with a business transfer, while you may not assign your rights without consent.
You may not assign, transfer, delegate, or sublicense any of your rights or obligations under this Agreement without the prior written consent of Cognitiative Holdings LLC. Any purported assignment in violation of this Section is null and void.
Cognitiative Holdings LLC may assign, transfer, or delegate this Agreement, in whole or in part, without your consent, in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of its assets, or operation of law. In such event, Cognitiative will provide notice to subscribers and the successor entity will be bound by the terms of this Agreement.
This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
This section ensures that Cognitiative's failure to enforce any provision on any occasion does not waive its right to enforce that provision in the future.
No failure or delay by Cognitiative Holdings LLC in exercising any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
No waiver of any breach or default of this Agreement shall be deemed a waiver of any subsequent breach or default of the same or any other provision. All waivers must be in writing and signed by an authorized representative of Cognitiative Holdings LLC to be effective.
This section ensures that if any individual provision of this Agreement is found unenforceable, the remainder of the Agreement continues in full force and effect.
If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it shall be severed from this Agreement. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
The parties agree that any such modification or severance shall reflect, to the greatest extent possible, the original intent of the parties as expressed in the affected provision.
This section establishes that this Agreement is the complete and exclusive statement of the terms between you and Cognitiative, superseding all prior representations, discussions, and agreements.
This Agreement, together with any additional terms incorporated by reference herein, constitutes the entire agreement between you and Cognitiative Holdings LLC with respect to the Platform and your use thereof, and supersedes all prior and contemporaneous understandings, agreements, representations, warranties, and communications, whether written or oral, regarding the subject matter hereof.
No statement, representation, warranty, or commitment made by any Cognitiative employee, agent, representative, or marketing material — including any demonstration, sales presentation, or promotional content — shall be binding upon Cognitiative unless expressly incorporated into this Agreement in writing.
In the event of any conflict between this Agreement and any other document, communication, or representation, the terms of this Agreement shall control.
This section restricts Platform access to individuals 18 years of age or older and confirms that the Platform is not directed at or intended for minors.
The Platform is intended solely for use by licensed or credentialed professionals who are at least 18 years of age. By creating an account, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into this Agreement.
The Platform is not directed at, designed for, or intended for use by individuals under the age of 18. Cognitiative does not knowingly collect personal information from individuals under the age of 18 in violation of the Children's Online Privacy Protection Act (COPPA), 15 U.S.C. § 6501 et seq. If Cognitiative becomes aware that a minor has created an account, that account will be immediately terminated.
For questions, notices, or disputes regarding this Agreement, contact Cognitiative Holdings LLC using the information below.
For questions, notices, or disputes regarding this Agreement, contact Cognitiative Holdings LLC using the information below.
Cognitiative Holdings LLC
Wisconsin
Email: software@thecognitiative.com
Website: thecognitiative.com